Common use of Subservicing Agreements and Successor Subservicer Clause in Contracts

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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 (ii) 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 and (iii) is acceptable to the NIMS Insurer. 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 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, the Securities Administrator, the NIMS Insurer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, the NIMS Insurer and the Depositor a copy of 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and 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 Subservicer were the Servicer. The Servicer shall be responsible for obtaining from each Subservicer and delivering to the 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 5.03(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 2009, 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, Subcontractor or other third party or reference to actions taken through a 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Seller, the Master Servicer and the Servicer acknowledge and agree notwithstanding anything else in this Agreement to the contrary: (i) that GMAC Mortgage Corporation ("GMAC") will enter into a subservicing agreement (the "GMAC Agreement") as of the date hereof among GMAC, the Seller, the Master Servicer and the Servicer to subservice the Mortgage Loans as of the Closing Date; (ii) pursuant to the GMAC Agreement, GMAC will be required to comply with provisions materially similar to the provisions of Sections 4.02(c), 5.04, 5.05(a), 5.05(b), 5.07, 6.01(l) and 6.03 and this Section 7.04 and (iii) the Servicer shall not be liable for any failure by GMAC to act in material compliance with such provisions. Except with respect to GMAC, the Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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 writing, (ii) 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 and (iii) is acceptable to the NIMS Insurer. The Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer (other than GMAC) to hire or otherwise utilize the services of any Subcontractor, to 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, the Securities Administrator, Depositor and the NIMS Insurer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, Depositor and the NIMS Insurer and the Depositor a copy of 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.025.04, 5.03(a5.05(a), 5.03(b5.05(b), 5.045.07 (and shall amend, 6.01(jwith the consent of the parties hereto, Exhibit I to reflect such Subservicer’s attestation of compliance with the 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 Trustee, the Master ServicerNIMS Insurer, the Securities Administrator, the NIMS Insurer Master Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(a5.05(a), any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.02 5.04 and 5.04 5.07 and any certification required to be delivered under 5.03(b5.05(b) to the Person that will be responsible for signing the Sarbanes Certification under Section 5.04 5.07 as and when required to be delivered hereunder. (c) On or prior to March 15th of each year, beginning in 2009, the The Servicer shall provide 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 (BC) 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 (AB) 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(j5.07 (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 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 5.04 and 5.045.07, 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 by the Depositor to be a Participating Entity on the basis of the aggregate balance of such mortgage loansloans (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 5.045.07. Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer, Subcontractor or other third party or reference to actions taken through a Subservicer, a Subcontractor, another third party or otherwise, the Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Securities AdministratorMaster Servicer, the NIMS Insurer, the Master Servicer 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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) 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 and (iii) is acceptable to the NIMS Insureragreement. 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 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, the Securities Administrator, the NIMS Insurer Servicer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, the Master Servicer, the Securities Administrator, the NIMS Insurer Servicer and the Depositor a copy of 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.04, 6.01(j6.01(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 Master Servicer, the Securities Administrator, the NIMS Insurer Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(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 2009, the Servicer shall provide written notice to the Master Servicer Servicer, the Trustee 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 Securities Administrator, the Master Servicer and the Depositor to comply with the provisions of Sections 4.02(c), 5.02, 5.04, 6.01(j6.01(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 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, Subcontractor or other third party or reference to actions taken through a 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with the provisions of paragraph (b) of this Section 7.04 and the proposed Subservicer (i) is an institution which that is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer as indicated in writing and (ii) 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 and (iii) is acceptable to the NIMS Insureragreement. 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 Agreement unless the Servicer complies with the provisions of paragraph (c) of this Section 7.04. (b) The It shall not be necessary for the Servicer shall give prior written notice to seek the Trustee, consent of the Master Servicer, the Securities Administrator, the NIMS Insurer Servicer and the Depositor of to the appointment utilization of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, the NIMS Insurer and the Depositor a copy of any related 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.025.04, 5.03(a5.05(a), 5.03(b5.05(b) (and shall amend, with the consent of the parties hereto, Exhibit H to reflect such Subservicer’s assessment and attestation of compliance with the Servicing Criteria), 5.04, 6.01(j6.01(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 Trustee, the Master Servicer, the Securities Administrator, the NIMS Insurer Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(a)5.04, any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.02 and 5.04 Section 5.05 and any certification required to be delivered under 5.03(b) 5.05 to the Person that will be responsible for signing the Sarbanes Certification under Section 5.04 5.05 as and when required to be delivered hereunder. (c) On or prior to March 15th of each year, beginning in 2009, It shall not be necessary for the Servicer to seek the consent of the Master Servicer and the Depositor to the utilization of any Subcontractor. The Servicer shall promptly upon request provide the Master Servicer and the Depositor a written notice description (in form and substance satisfactory to the Master Servicer and the Depositor 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 (BC) 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 (AB) 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(j5.05, 6.01(l) 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 5.04 and 5.045.05, 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, Subcontractor or other third party or reference to actions taken through a 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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 writing, (ii) 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 and (iii) is acceptable to the NIMS Insurer. 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 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, the Securities Administrator, the Depositor and the NIMS Insurer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, the Depositor and the NIMS Insurer and the Depositor a copy of 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.045.04 (and shall amend, 6.01(jwith the consent of the parties hereto, Exhibit H to reflect such Subservicer’s assessment and attestation of compliance with the 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, the NIMS Insurer Administrator and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(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 The Servicer shall give written notice to March 15th of each year, beginning in 2009the Master Servicer, the Servicer shall provide Securities Administrator and the Depositor of the appointment of any Subcontractor which is “participating in the servicing function” within the meaning of Regulation AB and a written notice description (in form and substance satisfactory to the Master Servicer and the Depositor Depositor) of the role and function of such Subcontractor, specifying (A) which (if any) Subcontractors are Participating Entities, the identity of each such Subcontractor 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 paragraphsuch Subcontractor. As a condition to the utilization of any Subcontractor determined to be a Participating Entity“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(j6.01(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 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 . (Ad) 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, Subcontractor or other third party or reference to actions taken through a 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 InsurerMaster 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement or any reconstitution agreement unless the Servicer complies with the provisions of paragraph (b) of this Section 7.04 and the proposed Subservicer (i) is an institution which that is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer as indicated in writing and (ii) 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 and (iii) is acceptable to the NIMS Insureragreement. 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 Agreement or any reconstitution agreement unless the Servicer complies with the provisions of paragraph (c) of this Section 7.04. (b) The It shall not be necessary for the Servicer shall give prior written notice to seek the Trustee, consent of the Master Servicer, the Securities Administrator, the NIMS Insurer Servicer and the Depositor of to the appointment utilization of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, the NIMS Insurer and the Depositor a copy of any related 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.025.04, 5.03(a5.05(a), 5.03(b5.05(b) (and shall amend, with the consent of the parties hereto, Exhibit H to reflect such Subservicer’s assessment and attestation of compliance with the Servicing Criteria), 5.04, 6.01(j6.01(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 Trustee, the Master Servicer, the Securities Administrator, the NIMS Insurer Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(a)5.04, any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.02 and 5.04 Section 5.05 and any certification required to be delivered under 5.03(b) 5.05 to the Person that will be responsible for signing the Sarbanes Certification under Section 5.04 5.05 as and when required to be delivered hereunder. (c) On or prior to March 15th of each year, beginning in 2009, It shall not be necessary for the Servicer to seek the consent of the Master Servicer and the Depositor to the utilization of any Subcontractor. The Servicer shall promptly upon request provide the Master Servicer and the Depositor a written notice description (in form and substance satisfactory to the Master Servicer and the Depositor 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 (BC) 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 (AB) 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(j5.05, 6.01(l) 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 5.04 and 5.045.05, 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, Subcontractor or other third party or reference to actions taken through a 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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 writing, (ii) 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 and (iii) is acceptable to the NIMS Insurer. 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 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, the Securities Administrator, Depositor and the NIMS Insurer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, Depositor and the NIMS Insurer and the Depositor a copy of 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.04, 6.01(j6.01(k) and 6.03 and Exhibit H J 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 Master ServicerNIMS Insurer, the Securities Administrator, the NIMS Insurer Master Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(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 2009, the The Servicer shall provide 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 (BC) 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 (AB) 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(j6.01(k) and 6.03 and Exhibit H J 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. . (d) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer, Subcontractor or other third party or reference to actions taken through a Subservicer, a Subcontractor, another third party or otherwise, the Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Securities AdministratorMaster Servicer, the NIMS Insurer, the Master Servicer 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with the provisions of paragraph (b) of this Section 7.04 and the proposed Subservicer (i) is an institution which is an approved Xxxxxx Fannie Mxx xx Fxxxdie Xxx or Xxxxxxx Mac SellerXxxler/Servicer as indicated in writing and (ii) 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 and (iii) is acceptable to the NIMS Insureragreement. 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 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, the Securities Administrator, the NIMS Insurer Servicer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, the Master Servicer, the Securities Administrator, the NIMS Insurer Servicer and the Depositor a copy of 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.04, 6.01(j6.01(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 Master Servicer, the Securities Administrator, the NIMS Insurer Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(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 20092008, 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 Securities Administrator, the Master Servicer and the Depositor to comply with the provisions of Sections 4.02(c), 5.02, 5.04, 6.01(j6.01(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 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, Subcontractor or other third party or reference to actions taken through a 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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 writing, (ii) 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 and (iii) is acceptable to the NIMS Insurer. 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 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, the Securities Administrator, the Depositor and the NIMS Insurer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, the Depositor and the NIMS Insurer and the Depositor a copy of 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.045.04 (and shall amend, 6.01(jwith the consent of the parties hereto, Exhibit H to reflect such Subservicer’s assessment and attestation of compliance with the 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, the NIMS Insurer Administrator and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(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 2009, the The Servicer shall provide 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 (BC) 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 (AB) 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(j6.01(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 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, Subcontractor or other third party or reference to actions taken through a 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 InsurerMaster 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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 writing, (ii) 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 and (iii) is acceptable to the NIMS Insurer. 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 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, the Securities Administrator, Depositor and the NIMS Insurer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, Depositor and the NIMS Insurer and the Depositor a copy of 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.04, 6.01(j6.01(k) and 6.03 and Exhibit H J 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 Master ServicerNIMS Insurer, the Securities Administrator, the NIMS Insurer Master Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(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 2009, the The Servicer shall provide 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 (BC) 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 (AB) 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(j6.01(k) and 6.03 and Exhibit H J 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. . (d) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer, Subcontractor or other third party or reference to actions taken through a Subservicer, a Subcontractor, another third party or otherwise, the Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Securities AdministratorMaster Servicer, the NIMS Insurer, the Master Servicer 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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 writing, (ii) 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 and (iii) is acceptable to the NIMS Insurer. 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 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, the Securities Administrator, Depositor and the NIMS Insurer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, Depositor and the NIMS Insurer and the Depositor a copy of 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.045.04 (and shall amend, 6.01(jwith the consent of the parties hereto, Exhibit H to reflect such Subservicer's assessment and attestation of compliance with the 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 Master ServicerNIMS Insurer, the Securities Administrator, the NIMS Insurer Master Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(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 The Servicer shall give written notice to March 15th of each year, beginning in 2009the Master Servicer, the Servicer shall provide Trustee and the Depositor of the appointment of any Subcontractor and a written notice description (in form and substance satisfactory to the Master Servicer and the Depositor 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 (BC) 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 (AB) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Participating Entity“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(j6.01(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 a Participating Entity “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 a Participating Entity “participating in the servicing function” within the meaning of Item 1122 of Regulation AB with respect to the Mortgage Loans viewed in isolation. The 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, Subcontractor or other third party or reference to actions taken through a Subservicer, a Subcontractor, another third party or otherwise, the Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Securities AdministratorMaster Servicer, the NIMS Insurer, the Master Servicer 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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 writing, (ii) 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 and (iii) is acceptable to the NIMS Insurer. 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 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, the Securities Administrator, Depositor and the NIMS Insurer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, Depositor and the NIMS Insurer and the Depositor a copy of 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.04, 6.01(j6.01(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 Master ServicerNIMS Insurer, the Securities Administrator, the NIMS Insurer Master Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(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 The Servicer shall give written notice to March 15th of each year, beginning in 2009the Master Servicer, the Servicer shall provide Trustee and the Depositor of the appointment of any Subcontractor and a written notice description (in form and substance satisfactory to the Master Servicer and the Depositor Depositor) of the role and function of each Subcontractor determined to be a Participating Entity utilized by the Servicer or any Subservicer, specifying (A) which (if any) of such 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(j6.01(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 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 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, Subcontractor or other third party or reference to actions taken through a Subservicer, a Subcontractor, another third party or otherwise, the Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Securities AdministratorMaster Servicer, the NIMS Insurer, the Master Servicer 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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 writing, and (ii) 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 and (iii) is acceptable to the NIMS Insureragreement. 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 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, the Securities Administrator, the NIMS Insurer Servicer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, the NIMS Insurer Servicer and the Depositor a copy of 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.04, 6.01(j6.01(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 Master Servicer, the Securities Administrator, the NIMS Insurer Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(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 2009, the The Servicer shall provide 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 (BC) 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 (AB) 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(j6.01(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 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. . (d) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer, Subcontractor or other third party or reference to actions taken through a 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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 writing, (ii) 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 and (iii) is acceptable to the NIMS Insurer. 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 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, the Securities Administrator, the Depositor and the NIMS Insurer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, the Depositor and the NIMS Insurer and the Depositor a copy of 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.04, 6.01(j6.01(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, the NIMS Insurer Administrator and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(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 The Servicer shall give written notice to March 15th of each year, beginning in 2009the Master Servicer, the Servicer shall provide Securities Administrator and the Depositor of the appointment of any Subcontractor and a written notice description (in form and substance satisfactory to the Master Servicer and the Depositor 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 (BC) 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 (AB) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Participating Entity“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(j6.01(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 a Participating Entity “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 a Participating Entity “participating in the servicing function” within the meaning of Item 1122 of Regulation AB with respect to the Mortgage Loans viewed in isolation. The 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, Subcontractor or other third party or reference to actions taken through a 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 InsurerMaster 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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 writing, (ii) 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 and (iii) is acceptable to the NIMS Insurer. 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 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, the Securities Administrator, Depositor and the NIMS Insurer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, Depositor and the NIMS Insurer and the Depositor a copy of 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.025.04, 5.03(a5.05(a), 5.03(b5.05(b), 5.045.07 (and shall amend, 6.01(jwith the consent of the parties hereto, Exhibit I to reflect such Subservicer’s attestation of compliance with the 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 Trustee, the Master ServicerNIMS Insurer, the Securities Administrator, the NIMS Insurer Master Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(a5.05(a), any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.02 5.04 and 5.04 5.07 and any certification required to be delivered under 5.03(b5.05(b) to the Person that will be responsible for signing the Sarbanes Certification under Section 5.04 5.07 as and when required to be delivered hereunder. (c) On or prior to March 15th of each year, beginning in 2009, the The Servicer shall provide written notice to the Master Servicer and the Depositor Depositor, upon request, a written description (in form and substance reasonably satisfactory to the Master Servicer and the Depositor) of the role and function of each Subcontractor utilized by the Servicer or any Subservicer, specifying (A) which (if any) Subcontractors are the identity of each such Subcontractor determined to be a Participating EntitiesEntity, 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(j5.07 (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 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 5.04 and 5.045.07, 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 by the Depositor to be a Participating Entity on the basis of the aggregate balance of such mortgage loansloans (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 5.045.07. Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer, Subcontractor or other third party or reference to actions taken through a Subservicer, a Subcontractor, another third party or otherwise, the Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Securities AdministratorMaster Servicer, the NIMS Insurer, the Master Servicer 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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) 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 and (iii) is acceptable to the NIMS Insureragreement. 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 Agreement unless the Servicer complies with the provisions of paragraph (c) of this Section 7.04. (b) The It shall not be necessary for the Servicer shall give prior written notice to seek the Trustee, consent of the Master Servicer, the Securities Administrator, the NIMS Insurer Servicer and the Depositor of to the appointment utilization of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, the NIMS Insurer and the Depositor a copy of any related 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.025.04, 5.03(a5.05(a), 5.03(b5.05(b) (and shall amend, with the consent of the parties hereto, Exhibit H to reflect such Subservicer’s assessment and attestation of compliance with the Servicing Criteria), 5.04, 6.01(j6.01(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 Master Servicer, the Securities Administrator, the NIMS Insurer Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(a)5.04, any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.02 and 5.04 Section 5.05 and any certification required to be delivered under 5.03(b) 5.05 to the Person that will be responsible for signing the Sarbanes Certification under Section 5.04 5.05 as and when required to be delivered hereunder. (c) On or prior to March 15th of each year, beginning in 2009, It shall not be necessary for the Servicer to seek the consent of the Master Servicer and the Depositor to the utilization of any Subcontractor. The Servicer shall promptly upon request provide the Master Servicer and the Depositor a written notice description (in form and substance satisfactory to the Master Servicer and the Depositor 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 (BC) 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 (AB) 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(j5.05, 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 5.04 and 5.045.05, 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, Subcontractor or other third party or reference to actions taken through a 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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) 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 and (iii) is acceptable to the NIMS Insureragreement. 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 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, the Securities Administrator, the NIMS Insurer Servicer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, the Master Servicer, the Securities Administrator, the NIMS Insurer Servicer and the Depositor a copy of 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.04, 6.01(j6.01(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 Master Servicer, the Securities Administrator, the NIMS Insurer Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(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 2009, the The Servicer shall provide 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 (BC) 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 (AB) 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(j6.01(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 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, Subcontractor or other third party or reference to actions taken through a 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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 writing, (ii) 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 and (iii) is acceptable to the NIMS Insurer. 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 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, the Securities Administrator, Depositor and the NIMS Insurer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, Depositor and the NIMS Insurer and the Depositor a copy of 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.045.04 (and shall amend, 6.01(jwith the consent of the parties hereto, Exhibit H to reflect such Subservicer’s assessment and attestation of compliance with the 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 Master ServicerNIMS Insurer, the Securities Administrator, the NIMS Insurer Master Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(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 15 of each year, beginning in 20092008, 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 Securities Administrator, the Master Servicer and the Depositor to comply with the provisions of Sections 4.02(c), 5.02, 5.04, 6.01(j6.01(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 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, Subcontractor or other third party or reference to actions taken through a Subservicer, a Subcontractor, another third party or otherwise, the Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Securities AdministratorMaster Servicer, the NIMS Insurer, the Master Servicer 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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 writing, (ii) 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 and (iii) is acceptable to the NIMS Insurer. 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 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, the Securities Administrator, Depositor and the NIMS Insurer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, Depositor and the NIMS Insurer and the Depositor a copy of 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.045.04 (and shall amend, 6.01(jwith the consent of the parties hereto, Exhibit H to reflect such Subservicer’s assessment and attestation of compliance with the 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 Master ServicerNIMS Insurer, the Securities Administrator, the NIMS Insurer Master Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(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 2009, the The Servicer shall provide 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 (BC) 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 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(j6.01(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 identified pursuant to clause (A) of this paragraph 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, Subcontractor or other third party or reference to actions taken through a Subservicer, a Subcontractor, another third party or otherwise, the Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Securities AdministratorMaster Servicer, the NIMS Insurer, the Master Servicer 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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 Fanxxx Xxe xx Frexxxx Xxc Seller/Servicer as indicated in writing writing, (ii) 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 and (iii) is acceptable to the NIMS Insurer. 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 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, the Securities Administrator, Depositor and the NIMS Insurer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, Depositor and the NIMS Insurer and the Depositor a copy of 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.04, 6.01(j6.01(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 Master ServicerNIMS Insurer, the Securities Administrator, the NIMS Insurer Master Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(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 2009, the The Servicer shall provide 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 (BC) 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 (AB) 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(j6.01(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 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, Subcontractor or other third party or reference to actions taken through a Subservicer, a Subcontractor, another third party or otherwise, the Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Securities AdministratorMaster Servicer, the NIMS Insurer, the Master Servicer 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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 writing, (ii) 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 and (iii) is acceptable to the NIMS Insurer. 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 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, the Securities Administrator, the Depositor and the NIMS Insurer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, the NIMS Insurer and the Depositor a copy of any related 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.025.04, 5.03(a5.05(a), 5.03(b5.05(b), 5.045.07 (and shall amend, 6.01(jwith the consent of the parties hereto, Exhibit I to reflect such Subservicer’s assessment and attestation of compliance with the Servicing Criteria), 6.01(k) and 6.03 and Exhibit H 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, the NIMS Insurer Administrator and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(a5.05(a), any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.02 5.04 and 5.04 5.07 and any certification required to be delivered under 5.03(b5.05(b) to the Person that will be responsible for signing the Sarbanes Certification under Section 5.04 5.07 as and when required to be delivered hereunder. (c) On or prior to March 15th of each year, beginning in 2009, the The Servicer shall provide written 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 (BC) 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 (AB) 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 AdministratorMaster Servicer, the Master Servicer Securities Administrator and the Depositor to comply with the provisions of Sections 4.02(c), 5.02, 5.04, 6.01(j5.07, 6.01(k) and 6.03 and Exhibit H 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 AdministratorMaster Servicer, the Master Servicer Securities Administrator and the Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Sections 5.02 5.04 and 5.045.07, 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 by the Depositor to be a Participating Entity on the basis of the aggregate balance of such mortgage loansloans (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 5.045.07. Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer, Subcontractor or other third party or reference to actions taken through a 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, the Securities Administrator, the NIMS Insurer, the Master Servicer 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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 writing, (ii) 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 and (iii) is acceptable to the NIMS Insurer. 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 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, the Securities Administrator, the Depositor and the NIMS Insurer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, the Depositor and the NIMS Insurer and the Depositor a copy of 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.025.04, 5.03(a5.05(a), 5.03(b5.05(b), 5.045.07 (and shall amend, 6.01(jwith the consent of the parties hereto, Exhibit I to reflect such Subservicer’s assessment and attestation of compliance with the Servicing Criteria), 6.01(k) and 6.03 and Exhibit H 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, the NIMS Insurer Administrator and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(a5.05(a), any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.02 5.04 and 5.04 5.07 and any certification required to be delivered under 5.03(b5.05(b) to the Person that will be responsible for signing the Sarbanes Certification under Section 5.04 5.07 as and when required to be delivered hereunder. (c) On or prior to March 15th of each year, beginning in 2009, the The Servicer shall provide 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 (BC) 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 (AB) 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(j5.07 (and shall amend, with the consent of the parties hereto, Exhibit I to reflect such Subcontractor’s assessment and attestation of compliance with the Servicing Criteria), 6.01(k) and 6.03 and Exhibit H 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 5.02 5.04 and 5.045.07, 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 by the Depositor to be a Participating Entity on the basis of the aggregate balance of such mortgage loansloans (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 5.045.07. Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer, Subcontractor or other third party or reference to actions taken through a 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 InsurerMaster 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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 writing, (ii) 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 and (iii) is acceptable to the NIMS Insurer. 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 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, the Securities Administrator, Depositor and the NIMS Insurer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, Depositor and the NIMS Insurer and the Depositor a copy of 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.045.04 (and shall amend, 6.01(jwith the consent of the parties hereto, Exhibit H to reflect such Subservicer’s assessment and attestation of compliance with the 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 Master ServicerNIMS Insurer, the Securities Administrator, the NIMS Insurer Master Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(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 20092008, 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 Securities Administrator, the Master Servicer and the Depositor to comply with the provisions of Sections 4.02(c), 5.02, 5.04, 6.01(j6.01(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 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, Subcontractor or other third party or reference to actions taken through a Subservicer, a Subcontractor, another third party or otherwise, the Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Securities AdministratorMaster Servicer, the NIMS Insurer, the Master Servicer 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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 Fanxxx Xxe xx Frexxxx Xxc Seller/Servicer as indicated in writing and (ii) 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 and (iii) is acceptable to the NIMS Insureragreement. 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 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, the Securities Administrator, the NIMS Insurer Master Servicer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, the NIMS Insurer Master Servicer and the Depositor a copy of 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.04, 6.01(j6.01(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 Master Servicer, the Securities Administrator, the NIMS Insurer Master Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(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 2009, the The Servicer shall provide 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 (BC) 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 (AB) 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(j6.01(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 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, Subcontractor or other third party or reference to actions taken through a 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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) 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 and (iii) is acceptable to the NIMS Insureragreement. 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 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, the Securities Administrator, the NIMS Insurer Administrator and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, the NIMS Insurer Administrator and the Depositor a copy of 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and 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 Subservicer were the Servicer. The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Trustee, the Master Servicer, the Securities Administrator, the NIMS Insurer Administrator and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(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 2009, the The Servicer shall provide 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 (BC) 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 (AB) 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, Subcontractor or other third party or reference to actions taken through a 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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) 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 and (iii) is acceptable to the NIMS Insureragreement. 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 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, the Securities Administrator, the NIMS Insurer Master Servicer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, the NIMS Insurer Master Servicer and the Depositor a copy of 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.04, 6.01(j6.01(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 Master Servicer, the Securities Administrator, the NIMS Insurer Master Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(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 2009, the The Servicer shall provide 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 (BC) 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 (AB) 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(j6.01(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 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, Subcontractor or other third party or reference to actions taken through a 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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 writing, (ii) 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 and (iii) is acceptable to the NIMS Insurer. 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 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, the Securities Administrator, the Depositor and the NIMS Insurer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, the Depositor and the NIMS Insurer and the Depositor a copy of 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.045.04 (and shall amend, 6.01(jwith the consent of the parties hereto, Exhibit H to reflect such Subservicer’s assessment and attestation of compliance with the 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, the NIMS Insurer Administrator and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(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 The Servicer shall give written notice to March 15th of each year, beginning in 2009the Master Servicer, the Servicer shall provide Securities Administrator and the Depositor of the appointment of any Subcontractor and a written notice description (in form and substance satisfactory to the Master Servicer and the Depositor 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 (BC) 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 (AB) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Participating Entity“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(j6.01(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 a Participating Entity “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 a Participating Entity “participating in the servicing function” within the meaning of Item 1122 of Regulation AB with respect to the Mortgage Loans viewed in isolation. The 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, Subcontractor or other third party or reference to actions taken through a 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 InsurerMaster 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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 writing, (ii) 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 and (iii) is acceptable to the NIMS Insurer. 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 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, the Securities Administrator, Depositor and the NIMS Insurer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, Depositor and the NIMS Insurer and the Depositor a copy of 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.04, 6.01(j6.01(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 Master ServicerNIMS Insurer, the Securities Administrator, the NIMS Insurer Master Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(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 The Servicer shall give written notice to March 15th of each year, beginning in 2009the Master Servicer, the Servicer shall provide Trustee and the Depositor of the appointment of any Subcontractor and a written notice description (in form and substance satisfactory to the Master Servicer and the Depositor Depositor) of the role and function of each Subcontractor determined to be a Participating Entity utilized by the Servicer or any Subservicer, specifying (A) which (if any) of such 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(j6.01(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 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 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, Subcontractor or other third party or reference to actions taken through a Subservicer, a Subcontractor, another third party or otherwise, the Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Securities AdministratorMaster Servicer, the NIMS Insurer, the Master Servicer 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Seller, the Master Servicer and the Servicer acknowledge and agree notwithstanding anything else in this Agreement to the contrary: (i) that GMAC Mortgage Corporation (“GMAC”) will enter into a subservicing agreement (the “GMAC Agreement”) as of the date hereof among GMAC, the Seller, the Master Servicer and the Servicer to subservice the Mortgage Loans as of the Closing Date; (ii) pursuant to the GMAC Agreement, GMAC will be required to comply with provisions materially similar to the provisions of Sections 4.02(c), 5.04, 5.05(a), 5.05(b), 5.07, 6.01(l) and 6.03 and this Section 7.04 and (iii) the Servicer shall not be liable for any failure by GMAC to act in material compliance with such provisions. Except with respect to GMAC, the Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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 writing, (ii) 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 and (iii) is acceptable to the NIMS Insurer. The Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer (other than GMAC) to hire or otherwise utilize the services of any Subcontractor, to 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, the Securities Administrator, Depositor and the NIMS Insurer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, Depositor and the NIMS Insurer and the Depositor a copy of 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.025.04, 5.03(a5.05(a), 5.03(b5.05(b), 5.045.07 (and shall amend, 6.01(jwith the consent of the parties hereto, Exhibit I to reflect such Subservicer’s attestation of compliance with the 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 Trustee, the Master ServicerNIMS Insurer, the Securities Administrator, the NIMS Insurer Master Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(a5.05(a), any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.02 5.04 and 5.04 5.07 and any certification required to be delivered under 5.03(b5.05(b) to the Person that will be responsible for signing the Sarbanes Certification under Section 5.04 5.07 as and when required to be delivered hereunder. (c) On or prior to March 15th of each year, beginning in 2009, the The Servicer shall provide 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 (BC) 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 (AB) 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(j5.07 (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 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 5.04 and 5.045.07, 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 by the Depositor to be a Participating Entity on the basis of the aggregate balance of such mortgage loansloans (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 5.045.07. Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer, Subcontractor or other third party or reference to actions taken through a Subservicer, a Subcontractor, another third party or otherwise, the Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Securities AdministratorMaster Servicer, the NIMS Insurer, the Master Servicer 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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) 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 and (iii) is acceptable to the NIMS Insureragreement. 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 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, the Securities Administrator, the NIMS Insurer Servicer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, the NIMS Insurer Servicer and the Depositor a copy of 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.04, 6.01(j6.01(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 Master Servicer, the Securities Administrator, the NIMS Insurer Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(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 2009, the The Servicer shall provide 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 (BC) 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 (AB) 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(j6.01(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 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, Subcontractor or other third party or reference to actions taken through a 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with the provisions of paragraph (b) of this Section 7.04 and the proposed Subservicer (i) is an institution which that is an approved Xxxxxx Xxx Fxxxxx Mxx or Xxxxxxx Fxxxxxx Mac Seller/Servicer as indicated in writing and (ii) 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 and (iii) is acceptable to the NIMS Insureragreement. 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 Agreement unless the Servicer complies with the provisions of paragraph (c) of this Section 7.04. (b) The It shall not be necessary for the Servicer shall give prior written notice to seek the Trustee, consent of the Master Servicer, the Securities Administrator, the NIMS Insurer Servicer and the Depositor of to the appointment utilization of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, the NIMS Insurer and the Depositor a copy of any related 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.025.04, 5.03(a5.05(a), 5.03(b5.05(b) (and shall amend, with the consent of the parties hereto, Exhibit H to reflect such Subservicer’s assessment and attestation of compliance with the Servicing Criteria), 5.04, 6.01(j6.01(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 Trustee, the Master Servicer, the Securities Administrator, the NIMS Insurer Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(a)5.04, any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.02 and 5.04 Section 5.05 and any certification required to be delivered under 5.03(b) 5.05 to the Person that will be responsible for signing the Sarbanes Certification under Section 5.04 5.05 as and when required to be delivered hereunder. (c) On or prior to March 15th of each year, beginning in 2009, It shall not be necessary for the Servicer to seek the consent of the Master Servicer and the Depositor to the utilization of any Subcontractor. The Servicer shall promptly upon request provide the Master Servicer and the Depositor a written notice description (in form and substance satisfactory to the Master Servicer and the Depositor 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 (BC) 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 (AB) 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(j5.05, 6.01(l) 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 any Subcontractor for which the Servicer does not elect to take responsibility for assessing compliance in accordance with Regulation AB Telephone Interpretation 17.06 under Sections 5.02 5.04 and 5.045.05, 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, Subcontractor or other third party or reference to actions taken through a 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with the provisions of paragraph (b) of this Section 7.04 and the proposed Subservicer (i) is an institution which that is an approved Xxxxxx Xxx or Xxxxxxx Mac Fanxxx Xxe xx Frexxxx Xxc Seller/Servicer as indicated in writing and (ii) 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 and (iii) is acceptable to the NIMS Insureragreement. 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 Agreement unless the Servicer complies with the provisions of paragraph (c) of this Section 7.04. (b) The It shall not be necessary for the Servicer shall give prior written notice to seek the Trustee, consent of the Master Servicer, the Securities Administrator, the NIMS Insurer Servicer and the Depositor of to the appointment utilization of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, the NIMS Insurer and the Depositor a copy of any related 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.025.04, 5.03(a5.05(a), 5.03(b5.05(b) (and shall amend, with the consent of the parties hereto, Exhibit H to reflect such Subservicer’s assessment and attestation of compliance with the Servicing Criteria), 5.04, 6.01(j6.01(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 Trustee, the Master Servicer, the Securities Administrator, the NIMS Insurer Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(a)5.04, any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.02 and 5.04 Section 5.05 and any certification required to be delivered under 5.03(b) 5.05 to the Person that will be responsible for signing the Sarbanes Certification under Section 5.04 5.05 as and when required to be delivered hereunder. (c) On or prior to March 15th of each year, beginning in 2009, It shall not be necessary for the Servicer to seek the consent of the Master Servicer and the Depositor to the utilization of any Subcontractor. The Servicer shall promptly upon request provide the Master Servicer and the Depositor a written notice description (in form and substance satisfactory to the Master Servicer and the Depositor 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 (BC) 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 (AB) 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(j5.05, 6.01(l) 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 5.04 and 5.045.05, 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, Subcontractor or other third party or reference to actions taken through a 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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 writing, (ii) 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 and (iii) is acceptable to the NIMS Insurer. 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 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, the Securities Administrator, the Depositor and the NIMS Insurer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, the Depositor and the NIMS Insurer and the Depositor a copy of 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.045.04 (and shall amend, 6.01(jwith the consent of the parties hereto, Exhibit H to reflect such Subservicer’s assessment and attestation of compliance with the 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, the NIMS Insurer Administrator and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(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 The Servicer shall give written notice to March 15th of each year, beginning in 2009the Master Servicer, the Servicer shall provide Securities Administrator and the Depositor of the appointment of any Subcontractor which is “participating in the servicing function” within the meaning of Regulation AB and a written notice description (in form and substance satisfactory to the Master Servicer and the Depositor Depositor) of the role and function of such Subcontractor, specifying (A) which (if any) Subcontractors are Participating Entities, the identity of each such Subcontractor 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 paragraphsuch Subcontractor. As a condition to the utilization of any Subcontractor determined to be a Participating Entity“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(j6.01(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 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 . (Ad) 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, Subcontractor or other third party or reference to actions taken through a 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 InsurerMaster 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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) 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 and (iii) is acceptable to the NIMS Insureragreement. 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 Agreement unless the Servicer complies with the provisions of paragraph (c) of this Section 7.04. (b) The It shall not be necessary for the Servicer shall give prior written notice to seek the Trustee, consent of the Master Servicer, the Securities Administrator, the NIMS Insurer Servicer and the Depositor of to the appointment utilization of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, the NIMS Insurer and the Depositor a copy of any related 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.025.04, 5.03(a5.05(a), 5.03(b5.05(b), 5.04, 6.01(j6.01(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 Trustee, the Master Servicer, the Securities Administrator, the NIMS Insurer Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(a)5.04, any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.02 and 5.04 Section 5.05 and any certification required to be delivered under 5.03(b) 5.05 to the Person that will be responsible for signing the Sarbanes Certification under Section 5.04 5.05 as and when required to be delivered hereunder. (c) On or prior to March 15th of each year, beginning in 2009, It shall not be necessary for the Servicer to seek the consent of the Master Servicer and the Depositor to the utilization of any Subcontractor. The Servicer shall promptly upon request provide the Master Servicer and the Depositor a written notice description (in form and substance satisfactory to the Master Servicer and the Depositor 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 (BC) 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 (AB) 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(j5.05, 6.01(l) 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 5.04 and 5.045.05, 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, Subcontractor or other third party or reference to actions taken through a 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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) 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 and (iii) is acceptable to the NIMS Insureragreement. 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 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, the Securities Administrator, the NIMS Insurer Servicer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, the Master Servicer, the Securities Administrator, the NIMS Insurer Servicer and the Depositor a copy of 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.04, 6.01(j6.01(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 Master Servicer, the Securities Administrator, the NIMS Insurer Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(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 certificate required by Sxxxxxxx-Xxxxx under Section 5.04 as and when required to be delivered hereunder. (c) On or prior to March 15th of each year, beginning in 2009, the The Servicer shall provide 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 (BC) 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 (AB) 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(j6.01(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 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, Subcontractor or other third party or reference to actions taken through a 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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) 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 and (iii) is acceptable to the NIMS Insureragreement. 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 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, the Securities Administrator, the NIMS Insurer Servicer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, the NIMS Insurer Servicer and the Depositor a copy of 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.04, 6.01(j6.01(k) and 6.03 and Exhibit H J 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 Master Servicer, the Securities Administrator, the NIMS Insurer Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(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 2009, the The Servicer shall provide 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 (BC) 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 (AB) 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(j6.01(k) and 6.03 and Exhibit H J 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. . (d) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer, Subcontractor or other third party or reference to actions taken through a 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with the provisions of paragraph (b) of this Section 7.04 and the proposed Subservicer (i) is an institution which is an approved Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac Seller/Servicer as indicated in writing xxx (iixi) represents reprxxxxxx 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 and (iii) is acceptable to the NIMS Insureragreement. 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 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, the Securities Administrator, the NIMS Insurer Administrator and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, the NIMS Insurer Administrator and the Depositor a copy of 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and 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 Subservicer were the ServicerServicer (and shall amend, with the consent of the parties hereto, Exhibit H to reflect such Subservicer's assessment and attestation of compliance with the Servicing Criteria). The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Trustee, the Master Servicer, the Securities Administrator, the NIMS Insurer Administrator and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(a), any reports on assessment of compliance and attestation required to be delivered by such -42- 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 2009, the The Servicer shall provide 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 (BC) 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 (AB) 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 ServicerServicer (and shall amend, with the consent of the parties hereto, Exhibit H to reflect such Subcontractor's assessment and attestation of compliance with the Servicing Criteria). 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, Subcontractor or other third party or reference to actions taken through a 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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 writing, (ii) 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 and (iii) is acceptable to the NIMS Insurer. 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 Agreement unless the Servicer complies with the provisions of paragraph (c) of this Section 7.04.. Aurora Servicing Agreement (b) The Servicer shall give prior written notice to the Trustee, the Master Servicer, the Securities Administrator, the Depositor and the NIMS Insurer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, the Depositor and the NIMS Insurer and the Depositor a copy of 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and 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 Subservicer’s assessment and attestation of compliance with the Servicing Criteria), 5.04, 6.01(j6.01(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, the NIMS Insurer Administrator and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(a), any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections Section 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 5.02 as and when required to be delivered hereunder. (c) On or prior to March 15th of each year, beginning in 2009, the The Servicer shall provide 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 (BC) 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 (AB) 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(j6.01(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 5.04Section 5.02, 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 5.045.02. Aurora Servicing Agreement Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer, Subcontractor or other third party or reference to actions taken through a 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 InsurerMaster 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Special Servicer shall not hire or otherwise utilize the services of any Subservicer to 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 (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) 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 and (iii) is acceptable to the NIMS Insureragreement. The Special 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 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, the Securities Administrator, the NIMS Insurer Servicer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, the Master Servicer, the Securities Administrator, the NIMS Insurer and the Depositor a copy of 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 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 Special Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor Special Servicer is terminated or resigns. The Special Servicer shall cause any Subservicer used by the Special Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.02, 5.03(a), 5.03(b4.02(d), 5.04, 5.05(a), 5.05(b), 5.06, 6.01(j) and 6.03 and Exhibit H J of this Agreement to the same extent as if such Subservicer were the Special Servicer. The Special Servicer shall be responsible for obtaining from each Subservicer and delivering to the Trustee, the Master Servicer, the Securities Administrator, the NIMS Insurer Servicer and the Depositor any special servicer compliance statement required to be delivered by such Subservicer under Section 5.03(a5.05(a), any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.02 5.04 and 5.04 5.06 and any certification required to be delivered under 5.03(b5.05(b) to the Person that will be responsible for signing the Sarbanes Certification under Section 5.04 5.06 as and when required to be delivered hereunder. (c) On or prior to March 15th of each year, beginning in 2009, the The Special Servicer shall provide 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 (BC) 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 (AB) 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 NIMS Insurer, the Securities Administrator, the Master Servicer and the Depositor to comply with the provisions of Sections 4.02(c4.02(d), 5.025.04, 5.045.06, 6.01(j) and 6.03 and Exhibit H 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 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 5.04 and 5.045.06, 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 5.045.06. Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Special Servicer and a Subservicer, Subcontractor or other third party or reference to actions taken through a Subservicer, a Subcontractor, another third party or otherwise, the Special 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Special Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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 writing, (ii) 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 and (iii) is acceptable to the NIMS Insurer. 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 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, the Securities Administrator, the Depositor and the NIMS Insurer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, the Depositor and the NIMS Insurer and the Depositor a copy of 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and 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 Subservicer’s assessment and attestation of compliance with the Servicing Criteria), 5.04, 6.01(j6.01(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, the NIMS Insurer Administrator and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(a), any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections Section 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 5.02 as and when required to be delivered hereunder. (c) On or prior to March 15th of each year, beginning in 2009, the The Servicer shall provide 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 (BC) 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 (AB) 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(j6.01(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 5.04Section 5.02, 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 5.045.02. Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer, Subcontractor or other third party or reference to actions taken through a 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 InsurerMaster 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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 writing, (ii) 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 and (iii) is acceptable to the NIMS Insurer. 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 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, the Depositor, the Securities Administrator, Administrator and the NIMS Insurer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, the NIMS Insurer and the Depositor a copy of any related 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.025.04, 5.03(a5.05(a), 5.03(b5.05(b), 5.045.07 (and shall amend, 6.01(jwith the consent of the parties hereto, Exhibit I to reflect such Subservicer’s assessment and attestation of compliance with the Servicing Criteria), 6.01(k) and 6.03 and Exhibit H 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, the NIMS Insurer Administrator and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(a5.05(a), any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.02 5.04 and 5.04 5.07 and any certification required to be delivered under 5.03(b5.05(b) to the Person that will be responsible for signing the Sarbanes Certification under Section 5.04 5.07 as and when required to be delivered hereunder. (c) On or prior The Servicer shall give notice to March 15th of each year, beginning in 2009the Master Servicer, the Servicer shall provide Securities Administrator and the Depositor of the appointment of any Subcontractor and a written notice description (in form and substance satisfactory to the Master Servicer and the Depositor 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 (BC) 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 (AB) 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 AdministratorMaster Servicer, the Master Servicer Securities Administrator and the Depositor to comply with the provisions of Sections 4.02(c), 5.02, 5.04, 6.01(j5.07, 6.01(k) and 6.03 and Exhibit H 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 AdministratorMaster Servicer, the Master Servicer Securities Administrator and the Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Sections 5.02 5.04 and 5.045.07, 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 by the Depositor to be a Participating Entity on the basis of the aggregate balance of such mortgage loansloans (which quantitative determination may be made by the Depositor, the Trustee, the Securities Administrator 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 Servicer, the Securities Administrator 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 Servicer, the Securities Administrator or the Depositor requests delivery of an assessment of compliance and accountants’ attestation to deliver such within the time required under Section 5.045.07. Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer, Subcontractor or other third party or reference to actions taken through a Subservicer, a Subcontractor, another third party or otherwise, the Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Securities AdministratorMaster Servicer, the NIMS Insurer, the Master Servicer Securities Administrator 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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) 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 and (iii) is acceptable to the NIMS Insureragreement. 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 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, the Securities Administrator, the NIMS Insurer Master Servicer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, the NIMS Insurer Master Servicer and the Depositor a copy of 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.04, 6.01(j6.01(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 Master Servicer, the Securities Administrator, the NIMS Insurer Master Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(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 2009, the The Servicer shall provide 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 (BC) 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 (AB) 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(j6.01(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 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, Subcontractor or other third party or reference to actions taken through a 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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 writing, (ii) 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 and (iii) is acceptable to the NIMS Insurer. 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 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, the Securities Administrator, Depositor and the NIMS Insurer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, Depositor and the NIMS Insurer and the Depositor a copy of 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.04, 6.01(j6.01(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 Master ServicerNIMS Insurer, the Securities Administrator, the NIMS Insurer Master Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(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 2009, the The Servicer shall provide 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 (BC) 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 (AB) 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(j6.01(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 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, Subcontractor or other third party or reference to actions taken through a Subservicer, a Subcontractor, another third party or otherwise, the Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Securities AdministratorMaster Servicer, the NIMS Insurer, the Master Servicer 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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 writing, (ii) 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 and (iii) is acceptable to the NIMS Insurer. 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 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, the Securities Administrator, the Depositor and the NIMS Insurer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, the Depositor and the NIMS Insurer and the Depositor a copy of 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.04, 6.01(j6.01(k) and 6.03 and Exhibit H 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, the NIMS Insurer Administrator and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(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 2009, the The Servicer shall provide 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 (BC) 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 (AB) 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(j6.01(k) and 6.03 and Exhibit H 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 5.02 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. . (d) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer, Subcontractor or other third party or reference to actions taken through a 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 InsurerMaster 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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 writing, (ii) 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 and (iii) is acceptable to the NIMS Insurer. 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 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, the Securities Administrator, the Depositor and the NIMS Insurer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, the Depositor and the NIMS Insurer and the Depositor a copy of 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.02, 5.03(a), 5.03(b)5.03, 5.04, 6.01(j6.01(k) and 6.03 and Exhibit H 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 Master Servicer, the Securities AdministratorNIMS Insurer, the NIMS Insurer Securities Administrator and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(a)5.03, 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) 5.03 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 The Servicer shall give prompt written notice to March 15th of each year, beginning in 2009the Master Servicer, the Servicer shall provide Securities Administrator and the Depositor of the appointment of any Subcontractor and a written notice description (in form and substance satisfactory to the Master Servicer and the Depositor 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 (BC) 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 (AB) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Participating Entity“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(j6.01(k) and 6.03 and Exhibit H 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 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 a Participating Entity “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 a Participating Entity “participating in the servicing function” within the meaning of Item 1122 of Regulation AB with respect to the Mortgage Loans viewed in isolation. The 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, Subcontractor or other third party or reference to actions taken through a 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 InsurerMaster 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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 writing, (ii) 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 and (iii) is acceptable to the NIMS Insurer. 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 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, the Securities Administrator, Depositor and the NIMS Insurer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, the NIMS Insurer and the Depositor a copy of any related 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.025.04, 5.03(a5.05(a), 5.03(b5.05(b), 5.045.07 (and shall amend, 6.01(jwith the consent of the parties hereto, Exhibit I to reflect such Subservicer’s assessment and attestation of compliance with the Servicing Criteria), 6.01(k) and 6.03 and Exhibit H 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 Master ServicerNIMS Insurer, the Securities Administrator, the NIMS Insurer Master Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(a5.05(a), any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.02 5.04 and 5.04 5.07 and any certification required to be delivered under 5.03(b5.05(b) to the Person that will be responsible for signing the Sarbanes Certification under Section 5.04 5.07 as and when required to be delivered hereunder. (c) On or prior to March 15th of each year, beginning in 2009, the The Servicer shall provide written 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 (BC) 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 (AB) 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(j5.07, 6.01(k) and 6.03 and Exhibit H 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 5.02 5.04 and 5.045.07, 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 by the Depositor to be a Participating Entity on the basis of the aggregate balance of such mortgage loansloans (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 5.045.07. Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer, Subcontractor or other third party or reference to actions taken through a Subservicer, a Subcontractor, another third party or otherwise, the Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Securities AdministratorMaster Servicer, the NIMS Insurer, the Master Servicer 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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 Fanxxx Xxe xx Frexxxx Xxc Seller/Servicer as indicated in writing and (ii) 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 and (iii) is acceptable to the NIMS Insureragreement. 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 Agreement unless the Servicer complies with the provisions of paragraph (c) of this Section 7.04. (b) The It shall not be necessary for the Servicer shall give prior written notice to seek the Trustee, consent of the Master Servicer, the Securities Administrator, the NIMS Insurer Servicer and the Depositor of to the appointment utilization of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, the NIMS Insurer and the Depositor a copy of any related 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.025.04, 5.03(a5.05(a), 5.03(b5.05(b) (and shall amend, with the consent of the parties hereto, Exhibit H to reflect such Subservicer’s assessment and attestation of compliance with the Servicing Criteria), 5.04, 6.01(j6.01(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 Trustee, the Master Servicer, the Securities Administrator, the NIMS Insurer Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(a)5.04, any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.02 and 5.04 Section 5.05 and any certification required to be delivered under 5.03(b) 5.05 to the Person that will be responsible for signing the Sarbanes Certification under Section 5.04 5.05 as and when required to be delivered hereunder. (c) On or prior to March 15th of each year, beginning in 2009, It shall not be necessary for the Servicer to seek the consent of the Master Servicer and the Depositor to the utilization of any Subcontractor. The Servicer shall promptly upon request provide the Master Servicer and the Depositor a written notice description (in form and substance satisfactory to the Master Servicer and the Depositor 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 (BC) 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 (AB) 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(j5.05, 6.01(l) 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 5.04 and 5.045.05, 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, Subcontractor or other third party or reference to actions taken through a 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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) 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 and (iii) is acceptable to the NIMS Insureragreement. 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 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, the Securities Administrator, the NIMS Insurer Master Servicer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, the NIMS Insurer Master Servicer and the Depositor a copy of 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.04, 6.01(j6.01(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 Master Servicer, the Securities Administrator, the NIMS Insurer Master Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(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 20092008, 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 Securities Administrator, the Master Servicer and the Depositor to comply with the provisions of Sections 4.02(c), 5.02, 5.04, 6.01(j6.01(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 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, Subcontractor or other third party or reference to actions taken through a 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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 writing, (ii) 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 and (iii) is acceptable to the NIMS Insurer. 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 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, the Securities AdministratorDepositor, the Certificate Insurer and the NIMS Insurer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities AdministratorDepositor, the Certificate Insurer and the NIMS Insurer and the Depositor a copy of 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.025.04, 5.03(a5.05(a), 5.03(b5.05(b), 5.045.07 (and shall amend, 6.01(jwith the consent of the parties hereto, Exhibit H to reflect such Subservicer’s attestation of compliance with the 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 Trustee, the Master ServicerNIMS Insurer, the Securities AdministratorCertificate Insurer, the NIMS Insurer Master Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(a5.05(a), any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.02 5.04 and 5.04 5.07 and any certification required to be delivered under 5.03(b5.05(b) to the Person that will be responsible for signing the Sarbanes Certification under Section 5.04 5.07 as and when required to be delivered hereunder. (c) On or prior to March 15th of each year, beginning in 2009, the The Servicer shall provide 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 (BC) 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 (AB) 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(j5.07 (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 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 5.04 and 5.045.07, 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 by the Depositor to be a Participating Entity on the basis of the aggregate balance of such mortgage loansloans (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 5.045.07. Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer, Subcontractor or other third party or reference to actions taken through a Subservicer, a Subcontractor, another third party or otherwise, the Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Securities AdministratorMaster Servicer, the NIMS Insurer, the Master Servicer 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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 (ii) 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 and (iii) is acceptable to the NIMS Insurer. 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 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, the Securities Administrator, the NIMS Insurer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, the NIMS Insurer and the Depositor a copy of 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and 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 Subservicer were the Servicer. The Servicer shall be responsible for obtaining from each Subservicer and delivering to the 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 5.03(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 before March 15th 15 of each calendar year, beginning in 20092008, the Servicer shall provide written notice to the Master Servicer and the Depositor of (A) which (if any) Subcontractors are Participating Entities, 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, Subcontractor or other third party or reference to actions taken through a 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Special Servicer shall not hire or otherwise utilize the services of any Subservicer to 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 (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) 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 and (iii) is acceptable to the NIMS Insureragreement. The Special 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 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, the Securities Administrator, the NIMS Insurer Servicer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, the NIMS Insurer and the Depositor a copy of 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 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 Special Servicer shall have the option to terminate such agreement without payment of any fees if the predecessor Special Servicer is terminated or resigns. The Special Servicer shall cause any Subservicer used by the Special Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.02, 5.03(a), 5.03(b4.02(d), 5.04, 5.05(a), 5.05(b), 5.06, 6.01(j) and 6.03 and Exhibit H J of this Agreement to the same extent as if such Subservicer were the Special Servicer. The Special Servicer shall be responsible for obtaining from each Subservicer and delivering to the Trustee, the Master Servicer, the Securities Administrator, the NIMS Insurer Servicer and the Depositor any special servicer compliance statement required to be delivered by such Subservicer under Section 5.03(a5.05(a), any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.02 5.04 and 5.04 5.06 and any certification required to be delivered under 5.03(b5.05(b) to the Person that will be responsible for signing the Sarbanes Certification the certificate required by Sxxxxxxx-Xxxxx under Section 5.04 5.06 as and when required to be delivered hereunder. (c) On or prior to March 15th of each year, beginning in 2009, the The Special Servicer shall provide 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 (BC) 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 (AB) 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 NIMS Insurer, the Securities Administrator, the Master Servicer and the Depositor to comply with the provisions of Sections 4.02(c4.02(d), 5.025.04, 5.045.06, 6.01(j) and 6.03 and Exhibit H 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 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 5.04 and 5.045.06, 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 5.045.06. Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Special Servicer and a Subservicer, Subcontractor or other third party or reference to actions taken through a Subservicer, a Subcontractor, another third party or otherwise, the Special 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Special Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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 writing, (ii) 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 and (iii) is acceptable to the NIMS Insurer. 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 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, the Securities Administrator, the Depositor and the NIMS Insurer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, the Depositor and the NIMS Insurer and the Depositor a copy of 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.045.04 (and shall amend, 6.01(jwith the consent of the parties hereto, Exhibit H to reflect such Subservicer’s assessment and attestation of compliance with the 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, the NIMS Insurer Administrator and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(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 2009, the The Servicer shall provide 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 (BC) 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 (AB) 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 AdministratorMaster Servicer, the Master Servicer Securities Administrator and the Depositor to comply with the provisions of Sections 4.02(c), 5.02, 5.04, 6.01(j6.01(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 AdministratorMaster Servicer, the Master Servicer Securities Administrator 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, Subcontractor or other third party or reference to actions taken through a 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, the Securities Administrator, the NIMS Insurer, the Master Servicer 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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 writing, (ii) 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 and (iii) is acceptable to the NIMS Insurer. 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 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, the Securities Administrator, Depositor and the NIMS Insurer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, Depositor and the NIMS Insurer and the Depositor a copy of 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.04, 6.01(j6.01(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 Master ServicerNIMS Insurer, the Securities Administrator, the NIMS Insurer Master Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(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 20092008, 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 Securities Administrator, the Master Servicer and the Depositor to comply with the provisions of Sections 4.02(c), 5.02, 5.04, 6.01(j6.01(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 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, Subcontractor or other third party or reference to actions taken through a Subservicer, a Subcontractor, another third party or otherwise, the Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Securities AdministratorMaster Servicer, the NIMS Insurer, the Master Servicer 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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 writing, (ii) 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 and (iii) is acceptable to the NIMS Insurer. 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 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, the Securities Administrator, the Depositor and the NIMS Insurer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, the Depositor and the NIMS Insurer and the Depositor a copy of 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.04, 6.01(j6.01(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, the NIMS Insurer Administrator and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(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 2009, the The Servicer shall provide 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 (BC) 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 (AB) 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(j6.01(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 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, Subcontractor or other third party or reference to actions taken through a 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 InsurerMaster 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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 writing, (ii) 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 and (iii) is acceptable to the NIMS Insurer. 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 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, the Securities Administrator, the Depositor and the NIMS Insurer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, the Depositor and the NIMS Insurer and the Depositor a copy of 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.025.04, 5.03(a5.05(a), 5.03(b5.05(b), 5.045.07 (and shall amend, 6.01(jwith the consent of the parties hereto, Exhibit I to reflect such Subservicer’s assessment and attestation of compliance with the Servicing Criteria), 6.01(k) and 6.03 and Exhibit H 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, the NIMS Insurer Administrator and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(a5.05(a), any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.02 5.04 and 5.04 5.07 and any certification required to be delivered under 5.03(b5.05(b) to the Person that will be responsible for signing the Sarbanes Certification under Section 5.04 5.07 as and when required to be delivered hereunder. (c) On or prior to March 15th of each year, beginning in 2009, the The Servicer shall provide 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 (BC) 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 (AB) 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(j5.07, 6.01(k) and 6.03 and Exhibit H 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 5.02 5.04 and 5.045.07, 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 by the Depositor to be a Participating Entity on the basis of the aggregate balance of such mortgage loansloans (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 5.045.07. Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer, Subcontractor or other third party or reference to actions taken through a 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 InsurerMaster 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of the Subservicer or any Reg AB Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with the provisions of paragraph (b) of this Section 7.04 8.04 and the proposed Reg AB 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) 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 and (iii) is acceptable to the NIMS Insureragreement. The Servicer shall not hire or otherwise utilize the services of any Reg AB Subcontractor, and shall not permit the Subservicer or any Reg AB Subservicer to hire or otherwise utilize the services of any Reg AB Subcontractor, to 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 7.048.04. (b) The It shall not be necessary for the Servicer shall give prior written notice to seek the consent of the Master Servicer or the Trustee to the Trustee, the Master Servicer, the Securities Administrator, the NIMS Insurer and the Depositor utilization of the appointment of Subservicer or any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, the NIMS Insurer and the Depositor a copy of any related subservicing agreementReg AB Subservicer. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by Subservicer or any Reg AB 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 is terminated or resigns. The Servicer shall cause Subservicer or any Reg AB Subservicer used by the Servicer (or by the Subservicer or any Reg AB Subservicer) to comply with the provisions of this Section 7.04 8.04 and with Sections 4.02(c3.01(g), 5.02, 5.03(a5.02(b), 5.03(b6.04(a), 5.046.04(b), 6.01(j) 6.05 and 6.03 8.01 and Exhibit H of this Agreement to the same extent as if such the Subservicer or Reg AB Subservicer were the Servicer. The Servicer shall be responsible for obtaining from each the Subservicer or any Reg AB Subservicer and delivering to the Trustee, the Master Servicer, the Securities Administrator, the NIMS Insurer and the Depositor Servicer any servicer subservicer compliance statement required to be delivered by such the Subservicer or any Reg AB Subservicer under Section 5.03(a)6.05, any reports on assessment of compliance and attestation required to be delivered by such the Subservicer or any Reg AB Subservicer under Sections 5.02 and 5.04 Section 6.04 and any certification required to be delivered under 5.03(b) 6.04 to the Person that will be responsible for signing the Sarbanes Certification under Section 5.04 6.04 as and when required to be delivered hereunder. (c) On or prior to March 15th of each year, beginning in 2009, It shall not be necessary for the Servicer to seek the consent of the Master Servicer or the Trustee to the utilization of any Reg AB Subcontractor. The Servicer shall promptly upon request provide the Master Servicer a written notice description (in form and substance satisfactory to the Master Servicer) of the role and function of each Reg AB Subcontractor utilized by the Servicer and the Depositor of or any Subservicer, specifying (A) the identity of each such Reg AB Subcontractor, (B) which (if any) of such Reg AB Subcontractors are Participating Entities, and (BC) 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 (AB) of this paragraph. As a condition to the utilization of any Reg AB Subcontractor determined to be a Participating Entity, the Servicer shall cause any such Reg AB Subcontractor used by the Servicer (or by the Subservicer or any Reg AB 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(c3.01(g), 5.025.02(b), 5.046.04(a), 6.01(j) 6.04(b), 6.05 and 6.03 8.01 and Exhibit H of this Agreement to the same extent as if such Reg AB Subcontractor were the Servicer. The Servicer shall be responsible for obtaining from each Reg AB 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 Reg AB Subcontractor under Sections 5.02 6.04 and 5.046.05, 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, Subcontractor or other third party or reference to actions taken through a 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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 Fanxxx Xxe xx Frexxxx Xxc Seller/Servicer as indicated in writing writing, (ii) 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 and (iii) is acceptable to the NIMS Insurer. 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 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, the Securities Administrator, Depositor and the NIMS Insurer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, Depositor and the NIMS Insurer and the Depositor a copy of 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.025.04, 5.03(a5.05(a), 5.03(b5.05(b), 5.045.07 (and shall amend, 6.01(jwith the consent of the parties hereto, Exhibit I to reflect such Subservicer’s attestation of compliance with the 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 Trustee, the Master ServicerNIMS Insurer, the Securities Administrator, the NIMS Insurer Master Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(a5.05(a), any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.02 5.04 and 5.04 5.07 and any certification required to be delivered under 5.03(b5.05(b) to the Person that will be responsible for signing the Sarbanes Certification under Section 5.04 5.07 as and when required to be delivered hereunder. (c) On or prior to March 15th of each year, beginning in 2009, the The Servicer shall provide 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 (BC) 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 (AB) 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(j5.07 (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 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 5.04 and 5.045.07, 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 by the Depositor to be a Participating Entity on the basis of the aggregate balance of such mortgage loansloans (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 5.045.07. Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer, Subcontractor or other third party or reference to actions taken through a Subservicer, a Subcontractor, another third party or otherwise, the Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Securities AdministratorMaster Servicer, the NIMS Insurer, the Master Servicer 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with the provisions of paragraph (b) of this Section 7.04 and the proposed Subservicer (i) is an institution which is an approved Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac Seller/Servicer as indicated in writing and (ii) represents and warrants xxxxexxxts axx xxxxants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreement and (iii) is acceptable to the NIMS Insureragreement. 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 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, the Securities Administrator, the NIMS Insurer Administrator and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, the NIMS Insurer Administrator and the Depositor a copy of 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and 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 Subservicer were the Servicer. The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Trustee, the Master Servicer, the Securities Administrator, the NIMS Insurer Administrator and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(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 2009, the The Servicer shall provide 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 (BC) 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 (AB) 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, Subcontractor or other third party or reference to actions taken through a 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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 writing, (ii) 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 and (iii) is acceptable to the NIMS Insurer. 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 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, the Securities Administrator, the Depositor and the NIMS Insurer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, the Depositor and the NIMS Insurer and the Depositor a copy of 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.045.04 (and shall amend, 6.01(jwith the consent of the parties hereto, Exhibit H to reflect such Subservicer's assessment and attestation of compliance with the 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, the NIMS Insurer Administrator and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(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 The Servicer shall give written notice to March 15th of each year, beginning in 2009the Master Servicer, the Servicer shall provide Securities Administrator and the Depositor of the appointment of any Subcontractor and a written notice description (in form and substance satisfactory to the Master Servicer and the Depositor 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 (BC) 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 (AB) of this paragraph. As a condition to the utilization of any Subcontractor determined to be a Participating Entity“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(j6.01(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 a Participating Entity “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 a Participating Entity “participating in the servicing function” within the meaning of Item 1122 of Regulation AB with respect to the Mortgage Loans viewed in isolation. The 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 Servicer, the Securities Administrator 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 Servicer, the Securities Administrator 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, Subcontractor or other third party or reference to actions taken through a 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 InsurerMaster 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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 writing, (ii) 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 and (iii) is acceptable to the NIMS Insurer. 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 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, the Depositor, the Securities Administrator, Administrator and the NIMS Insurer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, the NIMS Insurer and the Depositor a copy of any related 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.025.04, 5.03(a5.05(a), 5.03(b5.05(b), 5.045.07 (and shall amend, 6.01(jwith the consent of the parties hereto, Exhibit I to reflect such Subservicer’s assessment and attestation of compliance with the Servicing Criteria), 6.01(k) and 6.03 and Exhibit H 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, the NIMS Insurer Administrator and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(a5.05(a), any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.02 5.04 and 5.04 5.07 and any certification required to be delivered under 5.03(b5.05(b) to the Person that will be responsible for signing the Sarbanes Certification under Section 5.04 5.07 as and when required to be delivered hereunder. (c) On or prior The Servicer shall give notice to March 15th of each year, beginning in 2009the Master Servicer, the Servicer shall provide Securities Administrator and the Depositor of the appointment of any Subcontractor and a written notice description (in form and substance satisfactory to the Master Servicer and the Depositor 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 (BC) 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 (AB) 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 AdministratorMaster Servicer, the Master Servicer Securities Administrator and the Depositor to comply with the provisions of Sections 4.02(c), 5.02, 5.04, 6.01(j5.07, 6.01(k) and 6.03 and Exhibit H 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 AdministratorMaster Servicer, the Master Servicer Securities Administrator and the Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Sections 5.02 5.04 and 5.045.07, 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 by the Depositor to be a Participating Entity on the basis of the aggregate balance of such mortgage loansloans (which quantitative determination may be made by the Depositor, the Trustee, the Securities Administrator 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 Servicer, the Securities Administrator 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 Servicer, the Securities Administrator or the Depositor requests delivery of an assessment of compliance and accountants’ attestation to deliver such within the time required under Section 5.045.07. Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer, Subcontractor or other third party or reference to actions taken through a Subservicer, a Subcontractor, another third party or otherwise, the Servicer shall remain obligated and primarily liable to the Trust Fund, the Trustee, the Securities AdministratorMaster Servicer, the NIMS Insurer, the Master Servicer Securities Administrator 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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) 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 and (iii) is acceptable to the NIMS Insureragreement. 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 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, the Securities Administrator, the NIMS Insurer Servicer and the Depositor of the appointment of any Subservicer and shall furnish to the Trustee, the Master Servicer, the Securities Administrator, the NIMS Insurer Servicer and the Depositor a copy of 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.02, 5.03(a), 5.03(b), 5.04, 6.01(j6.01(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 Master Servicer, the Securities Administrator, the NIMS Insurer Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(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 2009, the The Servicer shall provide 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 (BC) 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 (AB) 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(j6.01(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 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, Subcontractor or other third party or reference to actions taken through a 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.

Subservicing Agreements and Successor Subservicer. (a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer complies with 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) 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 and (iii) is acceptable to the NIMS Insureragreement. 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 Agreement unless the Servicer complies with the provisions of paragraph (c) of this Section 7.04. (b) The It shall not be necessary for the Servicer shall give prior written notice to seek the Trustee, consent of the Master Servicer, the Securities Administrator, the NIMS Insurer Servicer and the Depositor of to the appointment utilization of any Subservicer and shall furnish to the Trustee, Master Servicer, the Securities Administrator, the NIMS Insurer and the Depositor a copy of any related 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 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 is terminated or resigns. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 7.04 and with Sections 4.02(c), 5.025.04, 5.03(a5.05(a), 5.03(b5.05(b) (and shall amend, with the consent of the parties hereto, Exhibit H to reflect such Subservicer’s assessment and attestation of compliance with the Servicing Criteria), 5.04, 6.01(j6.01(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 Master Servicer, the Securities Administrator, the NIMS Insurer Servicer and the Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 5.03(a)5.04, any reports on assessment of compliance and attestation required to be delivered by such Subservicer under Sections 5.02 and 5.04 Section 5.05 and any certification required to be delivered under 5.03(b) 5.05 to the Person that will be responsible for signing the Sarbanes Certification under Section 5.04 5.05 as and when required to be delivered hereunder. (c) On or prior to March 15th of each year, beginning in 2009, It shall not be necessary for the Servicer to seek the consent of the Master Servicer and the Depositor to the utilization of any Subcontractor. The Servicer shall promptly upon request provide the Master Servicer and the Depositor a written notice description (in form and substance satisfactory to the Master Servicer and the Depositor 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 (BC) 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 (AB) 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(j5.05, 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 5.04 and 5.045.05, 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, Subcontractor or other third party or reference to actions taken through a 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 any subservicing, subcontracting or other agreements or arrangements or by virtue of indemnification from 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 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, Subcontractor or a third party for indemnification of the Servicer by such Subservicer, Subcontractor or third party and nothing contained in the Agreement shall be deemed to limit or modify such indemnification.