Common use of SUBSERVICING AGREEMENTS BETWEEN THE MASTER SERVICER AND SUBSERVICERS Clause in Contracts

SUBSERVICING AGREEMENTS BETWEEN THE MASTER SERVICER AND SUBSERVICERS. (a) The Master Servicer may, subject to the prior written approval of the Certificate Insurer, enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) a depository institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating, acquiring or servicing loans, and in either case shall be authorized to transact business in the state or states where the related Mortgaged Properties it is to service are situated and in either case shall be a FNMA-approved mortgage servicer. In addition, each Subservicer will obtain and preserve its qualifications to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform or cause to be performed its duties under the related Subservicing Agreement. Each Subservicing Agreement shall provide that the Subservicer's rights shall terminate at the option of the successor Master Servicer and without any termination fee, expense, penalty or other cost upon the termination, resignation or other removal of the Master Servicer under this Agreement. (b) Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Master Servicer shall remain obligated and primarily liable to the Trustee, Certificateholders and the Certificate Insurer for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Master Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. In the event the Master Servicer shall for any reason no longer be the Master Servicer (including by reason of an Event of Default), the Trustee or its designee may, at its option, either (i) assume all of the rights and obligations of the Master Servicer under each Subservicing Agreement that the Master Servicer may have entered into or (ii) notwithstanding anything to the contrary contained in each such Subservicing Agreement, terminate the related Subservicer without being required to pay any fee, expense, penalty or other costs in connection therewith.

SUBSERVICING AGREEMENTS BETWEEN THE MASTER SERVICER AND SUBSERVICERS. (a) The Master Servicer may[, subject to the prior written approval of the Certificate Insurer, ,] enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. The [Certificate Insurer,] Trustee and Depositor acknowledge that the Master Servicer has the authority to appoint the Originator as Subservicer. Each Subservicer shall be either (i1) a depository institution the accounts of which are insured by the FDIC or (ii2) another entity that engages in the business of originating, acquiring or servicing loans, and in either case shall be authorized to transact business in the state or states where the related Mortgaged Properties it is to service are situated and in either case shall be a FNMA-approved mortgage servicerif state law requires such authorization. In addition, each Subservicer will obtain and preserve its qualifications to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or and any of the Mortgage Loans and to perform or cause to be performed its duties under the related Subservicing Agreement. Each Subservicing Agreement which shall provide that the Subservicer's rights shall automatically terminate at the option of the successor Master Servicer and without any termination fee, expense, penalty or other cost upon the termination, resignation or other removal of the Master Servicer under this Agreement. Each account used by any Subservicer for the deposit of payments on any of the Mortgage Loans shall be an Eligible Account. (b) Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Master Servicer shall remain obligated and primarily liable to the Trustee[, Certificateholders the Certificate Insurer] and the Certificate Insurer Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Master Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. In the event the Master Servicer shall for any reason no longer be the Master Servicer (including by reason of an Event of Default), the Trustee or its designee may[, with the prior written consent of the Certificate Insurer, or shall, at its option, the direction of the Certificate Insurer,] either (i) assume all of the rights and obligations of the Master Servicer under each Subservicing Agreement that the Master Servicer may have entered into or (ii) notwithstanding anything to the contrary contained in each such Subservicing Agreement, terminate the related Subservicer without being required to pay any fee, expense, penalty or other costs fee in connection therewith.

SUBSERVICING AGREEMENTS BETWEEN THE MASTER SERVICER AND SUBSERVICERS. (a) The Master Servicer may, subject to the prior written approval of the Certificate Insurer, may enter into Subservicing Agreements with Subservicers for the servicing and administration of certain of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. References in this Agreement to actions taken or to be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken by a Subservicer on behalf of the Master Servicer, and any amount actually received by such Subservicer in respect of a Mortgage Loan shall be deemed to have been received by the Master Servicer, whether or not actually received by the Master Servicer. Each Subservicing Agreement shall be upon such terms and conditions as are not inconsistent with this Agreement and as the Master Servicer and the Subservicer shall have agreed. With the approval of the Master Servicer, a Subservicer may delegate its servicing obligations to third-party servicers, but such Subservicers shall remain obligated under the related Subservicing Agreements. The Master Servicer and the related Subservicers may enter into amendments to the Subservicing Agreements; provided, that any such amendments shall not cause the Mortgage Loans to be serviced in a manner that would be materially inconsistent with the standards set forth in this Agreement. The Master Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions thereof and without any limitation by virtue of this Agreement; provided, that in the event of the termination of any Subservicing Agreement by the Master Servicer or the related Subservicer, the Master Servicer shall either act as servicer of the related Mortgage Loans or enter into a Subservicing Agreement with a successor Subservicer that will be bound by the terms of the related Subservicing Agreement. The Master Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Master Servicer, and nothing contained herein shall be deemed to limit or modify such indemnification. Each Subservicer shall be either (i) a depository institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating, acquiring or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states where those States in which (x) the related Mortgaged Properties it is to service are situated and in either case shall be (y) qualification is required to conduct a FNMA-approved mortgage servicersubservicing business operation. In addition, each Subservicer will shall obtain and preserve its qualifications to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates Securities or any of the Mortgage Loans Loan, and to perform or cause to be performed its duties under the related Subservicing Agreement. Each Subservicing Agreement , which shall provide that the Subservicer's ’s rights shall will automatically terminate at the option of the successor Master Servicer and without any termination fee, expense, penalty or other cost upon the termination, resignation or other removal of the Master Servicer under this Agreement. Each account used by any Subservicer for the deposit of payments on any Mortgage Loan shall be an Eligible Account. Xxxxx Home Equity Corporation shall be the initial Subservicer. (b) Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer or reference any references to actions taken through a Subservicer or otherwise, the Master Servicer shall remain obligated and primarily liable to the Trustee, Certificateholders Issuer and the Certificate Insurer Indenture Trustee for the servicing and administering administration of the Mortgage Loans in accordance with the provisions of this Agreement Agreement, without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer related Subservicer, and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans. For purposes As part of this Agreementits servicing activities hereunder, the Master Servicer, for the benefit of the Issuer and the Indenture Trustee, shall use reasonable efforts to enforce the obligations of each Subservicer under the related Subservicing Agreement to the extent that the non-performance of any such obligation would have a material adverse effect on any Mortgage Loan. Such enforcement, including the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be deemed reimbursed therefor only from (i) a general recovery resulting from such enforcement to have received payments on the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans when Loan or (ii) a specific recovery of costs, expenses or attorneys’ fees against the Subservicer has received Person against whom such paymentsenforcement is directed. In the event the Master Servicer shall for any reason no longer be the Master Servicer (including by reason of an Event of Default)Servicer, the Indenture Trustee or its designee may, at its option, either may (i) assume all of the rights and obligations of the Master Servicer under each Subservicing Agreement that the Master Servicer may have entered into or into, which assumption shall not violate the terms of the related Subservicing Agreement, (ii) notwithstanding anything to the contrary contained in each such Subservicing Agreement, terminate the related Subservicer without being required to pay any fee, expense, penalty or other costs fee in connection therewiththerewith or (iii) assume the terminated Master Servicer’s rights and obligations under such subservicing arrangements, which termination or assumption shall not violate the terms of the related Subservicing Agreement. (c) With respect to each Payment Date, on the twenty-first (21st) calendar day of each month (or if such day is not a Business Day, the following Business Day), the Master Servicer shall furnish a statement to the Indenture Trustee, in writing or in an electronic format as the Indenture Trustee shall reasonably request, setting forth all information reasonably necessary to allow the Indenture Trustee to make the distributions contemplated by Section 3.05 of the Indenture and to deliver the statement required to be delivered pursuant to Section 3.25 of the Indenture and Section 4.01 hereof.

SUBSERVICING AGREEMENTS BETWEEN THE MASTER SERVICER AND SUBSERVICERS. (a) The Master Servicer may, subject to the prior written approval of the Certificate Insurer, enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) a depository institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating, acquiring or servicing loans, and in either case shall be authorized to transact business in the state or states where the related Mortgaged Properties it is to service are situated and in either case shall be a FNMA-approved mortgage servicer. In addition, each Subservicer will obtain and preserve its qualifications to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform or cause to be performed its duties under the related Subservicing Agreement. Each Subservicing Agreement shall provide that the Subservicer's rights shall terminate at the option of the successor Master Servicer and without any termination fee, expense, penalty or other cost upon the termination, resignation or other removal of the Master Servicer under this Agreement. (b) Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Master Servicer shall remain obligated and primarily liable to the Trustee, Certificateholders and the Certificate Insurer for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Master Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. In the event the Master Servicer shall for any reason no longer be the Master Servicer (including by reason of an Event of Default), the Trustee or its designee may, at its option, either (i) assume all of the rights and obligations of the Master Servicer under each Subservicing Agreement that the Master Servicer may have entered into or (ii) notwithstanding anything to the contrary contained in each such Subservicing Agreement, terminate the related Subservicer without being required to pay any fee, expense, penalty or other costs in connection therewith. (c) Advanta Mortgage Corp. USA ("Advanta") shall be the initial subservicer with respect to the Mortgage Loans. The Master Servicer shall not terminate Advanta and assume the primary servicing of the Mortgage Loans without the consent of the Certificate Insurer, so long as no Certificate Insurer Default exists.

SUBSERVICING AGREEMENTS BETWEEN THE MASTER SERVICER AND SUBSERVICERS. (a) The Master Servicer may, subject to the prior written approval of the Certificate Insurer, may enter into Subservicing Agreements with Subservicers for the servicing and administration of certain of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. References in this Agreement to actions taken or to be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken by a Subservicer on behalf of the Master Servicer, and any amount actually received by such Subservicer in respect of a Mortgage Loan shall be deemed to have been received by the Master Servicer, whether or not actually received by the Master Servicer. Each Subservicing Agreement shall be upon such terms and conditions as are not inconsistent with this Agreement and as the Master Servicer and the Subservicer shall have agreed. With the approval of the Master Servicer, a Subservicer may delegate its servicing obligations to third-party servicers, but such Subservicers shall remain obligated under the related Subservicing Agreements. The Master Servicer and the related Subservicers may enter into amendments to the Subservicing Agreements; provided, that any such amendments shall not cause the Mortgage Loans to be serviced in a manner that would be materially inconsistent with the standards set forth in this Agreement. The Master Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions thereof and without any limitation by virtue of this Agreement; provided, that in the event of the termination of any Subservicing Agreement by the Master Servicer or the related Subservicer, the Master Servicer shall either act as servicer of the related Mortgage Loans or enter into a Subservicing Agreement with a successor Subservicer that will be bound by the terms of the related Subservicing Agreement. The Master Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Master Servicer, and nothing contained herein shall be deemed to limit or modify such indemnification. Each Subservicer shall be either (i) a depository institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating, acquiring or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states where those States in which (x) the related Mortgaged Properties it is to service are situated and in either case shall be (y) qualification is required to conduct a FNMA-approved mortgage servicersubservicing business operation. In addition, each Subservicer will shall obtain and preserve its qualifications to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates Securities or any of the Mortgage Loans Loan, and to perform or cause to be performed its duties under the related Subservicing Agreement. Each Subservicing Agreement , which shall provide that the Subservicer's rights shall will automatically terminate at the option of the successor Master Servicer and without any termination fee, expense, penalty or other cost upon the termination, resignation or other removal of the Master Servicer under this Agreement. Each account used by any Subservicer for the deposit of payments on any Mortgage Loan shall be an Eligible Account. Xxxxx Home Equity Corporation shall be the initial Subservicer. (b) Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer or reference any references to actions taken through a Subservicer or otherwise, the Master Servicer shall remain obligated and primarily liable to the TrusteeIssuer, Certificateholders the Indenture Trustee and the Certificate Insurer Enhancer for the servicing and administering administration of the Mortgage Loans in accordance with the provisions of this Agreement Agreement, without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer related Subservicer, and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans. For purposes As part of this Agreementits servicing activities hereunder, the Master Servicer, for the benefit of the Issuer, the Indenture Trustee and the Enhancer, shall use reasonable efforts to enforce the obligations of each Subservicer under the related Subservicing Agreement to the extent that the non-performance of any such obligation would have a material adverse effect on any Mortgage Loan. Such enforcement, including the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be deemed reimbursed therefor only from (i) a general recovery resulting from such enforcement to have received payments on the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans when Loan or (ii) a specific recovery of costs, expenses or attorneys' fees against the Subservicer has received Person against whom such paymentsenforcement is directed. In the event the Master Servicer shall for any reason no longer be the Master Servicer (including by reason of an Event of Default)Servicer, the Indenture Trustee or its designee may, at its option, either may (i) assume all of the rights and obligations of the Master Servicer under each Subservicing Agreement that the Master Servicer may have entered into or into, which assumption shall not violate the terms of the related Subservicing Agreement, (ii) notwithstanding anything to the contrary contained in each such Subservicing Agreement, terminate the related Subservicer without being required to pay any fee, expense, penalty or other costs fee in connection therewiththerewith or (iii) assume the terminated Master Servicer's rights and obligations under such subservicing arrangements, which termination or assumption shall not violate the terms of the related Subservicing Agreement. (c) With respect to each Payment Date, on the twenty-first (21st) calendar day of each month (or if such day is not a Business Day, the following Business Day), the Master Servicer shall furnish a statement to the Indenture Trustee, in writing or in an electronic format as the Indenture Trustee shall reasonably request, setting forth all information reasonably necessary to allow the Indenture Trustee to make the distributions contemplated by Section 3.05 of the Indenture and to deliver the statement required to be delivered pursuant to Section 3.25 of the Indenture and Section 4.01 hereof.

SUBSERVICING AGREEMENTS BETWEEN THE MASTER SERVICER AND SUBSERVICERS. (a) The Master Servicer may, subject to the prior written approval of the Certificate Insurer, may enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) a depository institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating, acquiring or servicing loans, and in either case shall be authorized to transact business in the state or states where the related Mortgaged Properties it is to service are situated and in either case shall be a FNMA-approved mortgage servicer. In addition, each Subservicer will obtain and preserve its qualifications to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform or cause to be performed its duties under the related Subservicing Agreement. Each Subservicing Agreement shall provide that the Subservicer's rights shall terminate at the option of the successor Master Servicer and without any termination fee, expense, penalty or other cost upon the termination, resignation or other removal of the Master Servicer under this Agreement. (b) Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Master Servicer shall remain obligated and primarily liable to the Trustee, Certificateholders Trustee and the Certificate Insurer Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Master Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. In the event the Master Servicer shall for any reason no longer be the Master Servicer (including by reason of an Event of Default), the Trustee or its designee may, at its option, either (i) assume all of the rights and obligations of the Master Servicer under each Subservicing Agreement that the Master Servicer may have entered into or (ii) notwithstanding anything to the contrary contained in each such Subservicing Agreement, terminate the related Subservicer without being required to pay any fee, expense, penalty or other costs in connection therewith.

SUBSERVICING AGREEMENTS BETWEEN THE MASTER SERVICER AND SUBSERVICERS. (a) The Master Servicer may, subject to the prior written approval of the Certificate Insurer, may enter into Subservicing Agreements with Subservicers for the servicing and administration of certain of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. References in this Agreement to actions taken or to be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken by a Subservicer on behalf of the Master Servicer, and any amount actually received by such Subservicer in respect of a Mortgage Loan shall be deemed to have been received by the Master Servicer, whether or not actually received by the Master Servicer. Each Subservicing Agreement shall be upon such terms and conditions as are not inconsistent with this Agreement and as the Master Servicer and the Subservicer shall have agreed. With the approval of the Master Servicer, a Subservicer may delegate its servicing obligations to third-party servicers, but such Subservicers shall remain obligated under the related Subservicing Agreements. The Master Servicer and the related Subservicers may enter into amendments to the Subservicing Agreements; provided, that any such amendments shall not cause the Mortgage Loans to be serviced in a manner that would be materially inconsistent with the standards set forth in this Agreement. The Master Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions thereof and without any limitation by virtue of this Agreement; provided, that in the event of the termination of any Subservicing Agreement by the Master Servicer or the related Subservicer, the Master Servicer shall either act as servicer of the related Mortgage Loans or enter into a Subservicing Agreement with a successor Subservicer that will be bound by the terms of the related Subservicing Agreement. The Master Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Master Servicer, and nothing contained herein shall be deemed to limit or modify such indemnification. Each Subservicer shall be either (i) a depository institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating, acquiring or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states where those States in which (x) the related Mortgaged Properties it is to service are situated and in either case shall be (y) qualification is required to conduct a FNMA-approved mortgage servicersubservicing business operation. In addition, each Subservicer will shall obtain and preserve its qualifications to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates Securities or any of the Mortgage Loans Loan, and to perform or cause to be performed its duties under the related Subservicing Agreement. Each Subservicing Agreement , which shall provide that the Subservicer's ’s rights shall will automatically terminate at the option of the successor Master Servicer and without any termination fee, expense, penalty or other cost upon the termination, resignation or other removal of the Master Servicer under this Agreement. Each account used by any Subservicer for the deposit of payments on any Mortgage Loan shall be an Eligible Account. Xxxxx Home Equity Corporation shall be the initial Subservicer. (b) Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer or reference any references to actions taken through a Subservicer or otherwise, the Master Servicer shall remain obligated and primarily liable to the TrusteeIssuer, Certificateholders the Noteholders, and the Certificate Insurer Indenture Trustee for the servicing and administering administration of the Mortgage Loans in accordance with the provisions of this Agreement Agreement, without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer related Subservicer, and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans. For purposes As part of this Agreementits servicing activities hereunder, the Master Servicer, for the benefit of the Issuer, the Noteholders, and the Indenture Trustee, shall use reasonable efforts to enforce the obligations of each Subservicer under the related Subservicing Agreement to the extent that the non-performance of any such obligation would have a material adverse effect on any Mortgage Loan. Such enforcement, including the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be deemed reimbursed therefor only from (i) a general recovery resulting from such enforcement to have received payments on the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans when Loan or (ii) a specific recovery of costs, expenses or attorneys’ fees against the Subservicer has received Person against whom such paymentsenforcement is directed. In the event the Master Servicer shall for any reason no longer be the Master Servicer (including by reason of an Event of Default)Servicer, the Indenture Trustee or its designee may, at its option, either may (i) assume all of the rights and obligations of the Master Servicer under each Subservicing Agreement that the Master Servicer may have entered into or into, which assumption shall not violate the terms of the related Subservicing Agreement, (ii) notwithstanding anything to the contrary contained in each such Subservicing Agreement, terminate the related Subservicer without being required to pay any fee, expense, penalty or other costs fee in connection therewiththerewith or (iii) assume the terminated Master Servicer’s rights and obligations under such subservicing arrangements, which termination or assumption shall not violate the terms of the related Subservicing Agreement. (c) With respect to each Payment Date, on the third Business Day of each month, the Master Servicer shall furnish a data tape and any other necessary information to the Administrator, in writing or in an electronic format as the Administrator shall reasonably request, setting forth all information reasonably necessary to allow the Indenture Trustee to make the distributions contemplated by Section 3.05 of the Indenture and for the Administrator to deliver the statement required to be delivered pursuant to Section 3.25 of the Indenture and Section 4.01 hereof. Pursuant to Section 4.01, the Administrator shall provide the Monthly Statement in the form of Exhibit G to the Master Servicer within 5 Business Days after receipt of such data tape.

SUBSERVICING AGREEMENTS BETWEEN THE MASTER SERVICER AND SUBSERVICERS. (a) The Master Servicer may, subject to the prior written approval of the Certificate Insurer, enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. The Certificate Insurer, Trustee and Depositor acknowledge that the Master Servicer has the authority to appoint the Originator as Subservicer. Each Subservicer shall be either (i1) a depository institution the accounts of which are insured by the FDIC or (ii2) another entity that engages in the business of originating, acquiring or servicing loans, and in either case shall be authorized to transact business in the state or states where the related Mortgaged Properties it is to service are situated and in either case shall be a FNMA-approved mortgage servicerif state law requires such authorization. In addition, each Subservicer will obtain and preserve its qualifications to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or and any of the Mortgage Loans and to perform or cause to be performed its duties under the related Subservicing Agreement. Each Subservicing Agreement which shall provide that the Subservicer's rights shall automatically terminate at the option of the successor Master Servicer and without any termination fee, expense, penalty or other cost upon the termination, resignation or other removal of the Master Servicer under this Agreement. Each account used by any Subservicer for the deposit of payments on any of the Mortgage Loans shall be an Eligible Account. (b) Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Master Servicer shall remain obligated and primarily liable to the Trustee, Certificateholders and the Certificate Insurer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Master Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. In the event the Master Servicer shall for any reason no longer be the Master Servicer (including by reason of an Event of Default), the Trustee or its designee may, with the prior written consent of the Certificate Insurer, or shall, at its optionthe direction of the Certificate Insurer, either (i) assume all of the rights and obligations of the Master Servicer under each Subservicing Agreement that the Master Servicer may have entered into or (ii) notwithstanding anything to the contrary contained in each such Subservicing Agreement, terminate the related Subservicer without being required to pay any fee, expense, penalty or other costs fee in connection therewith.

SUBSERVICING AGREEMENTS BETWEEN THE MASTER SERVICER AND SUBSERVICERS. (ai) The Master Servicer may, subject to the prior written approval of the Certificate InsurerIssuer and FSA, enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder; provided, however, that the Issuer and FSA hereby approve Advanta Bank Corp., a Utah industrial loan corporation and affiliate of the Master Servicer as a Subservicer. Each Subservicer shall be either (i) a depository institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating, acquiring or servicing loans, and in either case shall be authorized to transact business in the state or states where the related Mortgaged Properties it is to service are situated and in either case shall be a FNMA-approved mortgage servicersituated. In addition, each Subservicer will obtain and preserve its qualifications to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates Agreement or any of the Mortgage Loans and to perform or cause to be performed its duties under the related Subservicing Agreement. Each Subservicing Agreement shall provide that the Subservicer's rights shall terminate at the option of the successor Master Servicer and without any termination fee, expense, penalty or other cost upon the termination, resignation or other removal of the related Master Servicer under this Agreement. (bii) Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the a Master Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Master Servicer shall remain obligated and primarily liable to the Trustee, Certificateholders Trustee and the Certificate Insurer FSA for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Master Servicer shall be deemed to have received payments on Mortgage Loans when the its Subservicer has received such payments. In the event the Master Servicer shall for any reason no longer be the Master Servicer (including by reason of an Event of Default), the Trustee or its designee may, at its option, either (i) assume all of the rights and obligations of the Master Servicer under each Subservicing Agreement that the Master Servicer may have entered into or (ii) notwithstanding anything to the contrary contained in each such Subservicing Agreement, terminate the related Subservicer without being required to pay any fee, expense, penalty or other costs in connection therewith.

SUBSERVICING AGREEMENTS BETWEEN THE MASTER SERVICER AND SUBSERVICERS. (a) The Master Servicer may, subject to the prior written approval of the Certificate Insurer, may enter into Subservicing Agreements with Subservicers for the servicing and administration of certain of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. References in this Agreement to actions taken or to be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken by a Subservicer on behalf of the Master Servicer, and any amount actually received by such Subservicer in respect of a Mortgage Loan shall be deemed to have been received by the Master Servicer, whether or not actually received by the Master Servicer. Each Subservicing Agreement shall be upon such terms and conditions as are not inconsistent with this Agreement and as the Master Servicer and the Subservicer shall have agreed. With the approval of the Master Servicer, a Subservicer may delegate its servicing obligations to third-party servicers, but such Subservicers shall remain obligated under the related Subservicing Agreements. The Master Servicer and the related Subservicers may enter into amendments to the Subservicing Agreements; provided, that any such amendments shall not cause the Mortgage Loans to be serviced in a manner that would be materially inconsistent with the standards set forth in this Agreement. The Master Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions thereof and without any limitation by virtue of this Agreement; provided, that in the event of the termination of any Subservicing Agreement by the Master Servicer or the related Subservicer, the Master Servicer shall either act as servicer of the related Mortgage Loans or enter into a Subservicing Agreement with a successor Subservicer that will be bound by the terms of the related Subservicing Agreement. The Master Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Master Servicer, and nothing contained herein shall be deemed to limit or modify such indemnification. Each Subservicer shall be either (i) a depository institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating, acquiring or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states where those States in which (x) the related Mortgaged Properties it is to service are situated and in either case shall be (y) qualification is required to conduct a FNMA-approved mortgage servicersubservicing business operation. In addition, each Subservicer will shall obtain and preserve its qualifications to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates Securities or any of the Mortgage Loans Loan, and to perform or cause to be performed its duties under the related Subservicing Agreement. Each Subservicing Agreement , which shall provide that the Subservicer's rights shall will automatically terminate at the option of the successor Master Servicer and without any termination fee, expense, penalty or other cost upon the termination, resignation or other removal of the Master Servicer under this Agreement. Each account used by any Subservicer for the deposit of payments on any Mortgage Loan shall be an Eligible Account. Xxxxx Home Equity Corporation shall be the initial Subservicer. (b) Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer or reference any references to actions taken through a Subservicer or otherwise, the Master Servicer shall remain obligated and primarily liable to the Trustee, Certificateholders Issuer and the Certificate Insurer Indenture Trustee for the servicing and administering administration of the Mortgage Loans in accordance with the provisions of this Agreement Agreement, without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer related Subservicer, and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans. For purposes As part of this Agreementits servicing activities hereunder, the Master Servicer, for the benefit of the Issuer, the Indenture Trustee and, with respect to the Mortgage Loans in Group I, the Enhancer, shall use reasonable efforts to enforce the obligations of each Subservicer under the related Subservicing Agreement to the extent that the non-performance of any such obligation would have a material adverse effect on any Mortgage Loan. Such enforcement, including the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be deemed reimbursed therefor only from (i) a general recovery resulting from such enforcement to have received payments on the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans when Loan or (ii) a specific recovery of costs, expenses or attorneys' fees against the Subservicer has received Person against whom such paymentsenforcement is directed. In the event the Master Servicer shall for any reason no longer be the Master Servicer (including by reason of an Event of Default)Servicer, the Indenture Trustee or its designee may, at its option, either may (i) assume all of the rights and obligations of the Master Servicer under each Subservicing Agreement that the Master Servicer may have entered into or into, which assumption shall not violate the terms of the related Subservicing Agreement, (ii) notwithstanding anything to the contrary contained in each such Subservicing Agreement, terminate the related Subservicer without being required to pay any fee, expense, penalty or other costs fee in connection therewiththerewith or (iii) assume the terminated Master Servicer's rights and obligations under such subservicing arrangements, which termination or assumption shall not violate the terms of the related Subservicing Agreement. (c) With respect to each Payment Date, on the twenty-first (21st) calendar day of each month (or if such day is not a Business Day, the following Business Day), the Master Servicer shall furnish a statement to the Indenture Trustee, in writing or in an electronic format as the Indenture Trustee shall reasonably request, setting forth all information reasonably necessary to allow the Indenture Trustee to make the distributions contemplated by Section 3.05 of the Indenture and to deliver the statement required to be delivered pursuant to Section 3.25 of the Indenture and Section 4.01 hereof.

SUBSERVICING AGREEMENTS BETWEEN THE MASTER SERVICER AND SUBSERVICERS. (a) The Master Servicer may, subject to the prior written approval of the Certificate Insurer, may enter into Subservicing Agreements with Subservicers for the servicing and administration of certain of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. References in this Agreement to actions taken or to be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken by a Subservicer on behalf of the Master Servicer, and any amount actually received by such Subservicer in respect of a Mortgage Loan shall be deemed to have been received by the Master Servicer, whether or not actually received by the Master Servicer. Each Subservicing Agreement shall be upon such terms and conditions as are not inconsistent with this Agreement and as the Master Servicer and the Subservicer shall have agreed. With the approval of the Master Servicer, a Subservicer may delegate its servicing obligations to third-party servicers, but such Subservicers shall remain obligated under the related Subservicing Agreements. The Master Servicer and the related Subservicers may enter into amendments to the Subservicing Agreements; provided, that any such amendments shall not cause the Mortgage Loans to be serviced in a manner that would be materially inconsistent with the standards set forth in this Agreement. The Master Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions thereof and without any limitation by virtue of this Agreement; provided, that in the event of the termination of any Subservicing Agreement by the Master Servicer or the related Subservicer, the Master Servicer shall either act as servicer of the related Mortgage Loans or enter into a Subservicing Agreement with a successor Subservicer that will be bound by the terms of the related Subservicing Agreement. The Master Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Master Servicer, and nothing contained herein shall be deemed to limit or modify such indemnification. Each Subservicer shall be either (i) a depository institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating, acquiring or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states where those States in which (x) the related Mortgaged Properties it is to service are situated and in either case shall be (y) qualification is required to conduct a FNMA-approved mortgage servicersubservicing business operation. In addition, each Subservicer will shall obtain and preserve its qualifications to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates Securities or any of the Mortgage Loans Loan, and to perform or cause to be performed its duties under the related Subservicing Agreement. Each Subservicing Agreement , which shall provide that the Subservicer's rights shall will automatically terminate at the option of the successor Master Servicer and without any termination fee, expense, penalty or other cost upon the termination, resignation or other removal of the Master Servicer under this Agreement. Each account used by any Subservicer for the deposit of payments on any Mortgage Loan shall be an Eligible Account. Irwin Home Equity Corporation shall be the initial Subservicer. (bx) Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer or reference any references to actions taken through a Subservicer or otherwise, the Master Servicer shall remain obligated and primarily liable to the Trustee, Certificateholders Issuer and the Certificate Insurer Indenture Trustee for the servicing and administering administration of the Mortgage Loans in accordance with the provisions of this Agreement Agreement, without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer related Subservicer, and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans. For purposes As part of this Agreementits servicing activities hereunder, the Master Servicer, for the benefit of the Issuer and the Indenture Trustee, shall use reasonable efforts to enforce the obligations of each Subservicer under the related Subservicing Agreement to the extent that the non-performance of any such obligation would have a material adverse effect on any Mortgage Loan. Such enforcement, including the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be deemed reimbursed therefor only from (i) a general recovery resulting from such enforcement to have received payments on the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans when Loan or (ii) a specific recovery of costs, expenses or attorneys' fees against the Subservicer has received Person against whom such paymentsenforcement is directed. In the event the Master Servicer shall for any reason no longer be the Master Servicer (including by reason of an Event of Default)Servicer, the Indenture Trustee or its designee may, at its option, either may (i) assume all of the rights and obligations of the Master Servicer under each Subservicing Agreement that the Master Servicer may have entered into or into, which assumption shall not violate the terms of the related Subservicing Agreement, (ii) notwithstanding anything to the contrary contained in each such Subservicing Agreement, terminate the related Subservicer without being required to pay any fee, expense, penalty or other costs fee in connection therewiththerewith or (iii) assume the terminated Master Servicer's rights and obligations under such subservicing arrangements, which termination or assumption shall not violate the terms of the related Subservicing Agreement. (c) Prior to the close of business on the twentieth calendar day of each month in which the related Payment Date is to occur, the Master Servicer shall furnish a statement to the Indenture Trustee, in writing or in an electronic format as the Indenture Trustee shall reasonably request, setting forth all information reasonably necessary to allow the Indenture Trustee to make the distributions contemplated by Section 3.05 of the Indenture and to deliver the statement required to be delivered pursuant to Section 3.25 of the Indenture and Section 4.01 hereof.

SUBSERVICING AGREEMENTS BETWEEN THE MASTER SERVICER AND SUBSERVICERS. (a) The Master Servicer may, subject to the prior written approval of the Certificate Insurer, may enter into Subservicing Agreements with Subservicers for the any servicing and administration of the Mortgage Loans with any institution which is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement. The Master Servicer shall give notice to the Backup Servicer, the Note Insurer and for the performance Indenture Trustee of the appointment of any Subservicer and all other activities shall furnish to the Backup Servicer, the Note Insurer and the Indenture Trustee a copy of the Subservicing Agreement. The Master Servicer hereundershall give notice to each Rating Agency of the appointment of any Subservicer. Each No such appointment of a Subservicer shall be either (i) a depository institution effective without the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating, acquiring or servicing loans, and in either case shall be authorized to transact business in the state or states where the related Mortgaged Properties it is to service are situated and in either case shall be a FNMA-approved mortgage servicer. In addition, each Subservicer will obtain and preserve its qualifications to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any consent of the Mortgage Loans and to perform or cause to be performed its duties under the related Subservicing Agreement. Each Subservicing Agreement shall provide that the Subservicer's rights shall terminate at the option of the successor Master Servicer and without any termination fee, expense, penalty or other cost upon the termination, resignation or other removal of the Master Servicer under this Agreement. (b) Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Master Servicer shall remain obligated and primarily liable to the Trustee, Certificateholders and the Certificate Insurer for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage LoansNote Insurer. For purposes of this Agreement, the Master Servicer shall be deemed to have received payments on Mortgage Loans when the any Subservicer has received such payments. In Any such Subservicing Agreement shall be consistent with and not violate the event provisions of this Agreement. (b) The Master Servicer may, with the consent of the Note Insurer, terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and thereafter directly service the related Mortgage Loans itself or enter into a (c) The Master Servicer shall not be relieved of its obligations under this Agreement notwithstanding any Subservicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer or otherwise, and the Master Servicer shall for any reason no longer be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Master Servicer (including by reason of an Event of Default), the Trustee or its designee may, at its option, either (i) assume all of the rights and obligations shall be entitled to enter into any agreement with a Subservicer for indemnification of the Master Servicer by such Subservicer and nothing contained in such Subservicing Agreement shall be deemed to limit or modify this Agreement. The Trust shall not indemnify the Master Servicer for any losses due to the Master Servicer's negligence. (d) Any Subservicing Agreement and any other transactions or services relating to the Mortgage Loans involving a Subservicer shall be deemed to be between the Subservicer and the Master Servicer alone and the Backup Servicer, the Note Insurer, the Indenture Trustee and the Noteholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to any Subservicer except as set forth in Subsection (e) of this Section 5.13 and the related Subservicing Agreement. (e) Notwithstanding any contrary provision contained herein, in connection with the assumption of the responsibilities, duties and liabilities and of the authority, power and rights of the Master Servicer hereunder by the Backup Servicer, the Indenture Trustee or any other successor master servicer pursuant to Section 7.02, it is understood and agreed that the Master Servicer's rights and obligations under any Subservicing Agreement then in force between the Master Servicer and a Subservicer may be assumed or terminated (without cost) by the Backup Servicer, the Indenture Trustee or any other successor master servicer at its option as successor to the Master Servicer. The Master Servicer shall, upon request of the Backup Servicer, the Indenture Trustee or the Note Insurer, but at the expense of the Master Servicer, deliver to the assuming party documents and records relating to each Subservicing Agreement that and an accounting of amounts collected and held by it and otherwise use its best reasonable efforts to effect the Master Servicer may have entered into or (ii) notwithstanding anything orderly and efficient transfer of the Subservicing Agreements to the assuming party, without the payment of any fee by the Backup Servicer, the Indenture Trustee, any Noteholders or the Note Insurer, notwithstanding any contrary contained provision in each such any Subservicing Agreement, terminate the related Subservicer without being required to pay any fee, expense, penalty or other costs in connection therewith.

SUBSERVICING AGREEMENTS BETWEEN THE MASTER SERVICER AND SUBSERVICERS. (a) The Master Servicer may, subject to the prior written approval of the Certificate Insurer, may enter into Subservicing Agreements subservicing agreements with Subservicers subservicers (each, a “Subservicer”), for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. (“Subservicing Agreements”). (a) Each Subservicer shall be either (i) a depository institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating, acquiring or servicing loans, and in either case shall be authorized to transact business in the state or states where in which the related Mortgaged Properties it is to service are situated situated, if and in either case shall be to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, (ii) an institution approved as a FNMA-mortgage loan originator by the Federal Housing Administration or an institution that has deposit accounts insured by the FDIC and (iii) a Xxxxxxx Mac or Xxxxxx Mae approved mortgage servicer. In additionEach Subservicing Agreement must impose on the Subservicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. The Master Servicer will examine each Subservicing Agreement and will be familiar with the terms thereof. The terms of any Subservicing Agreement will not be inconsistent with any of the provisions of this Agreement. The Master Servicer and the Subservicers may enter into and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements; provided, each Subservicer will obtain and preserve its qualifications to do business as a foreign corporation in each jurisdiction in which however, that any such qualification is amendments or different forms shall be necessary to protect consistent with and not violate the validity and enforceability provisions of this Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the Certificates or any interests of the Mortgage Loans Trustee, without the consent of the Trustee. Any variation without the consent of the Trustee from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Subservicing Accounts, or credits and charges to perform the Subservicing Accounts or cause the timing and amount of remittances by the Subservicers to the Master Servicer, are conclusively deemed to be performed its duties under inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the related Trustee and the Depositor copies of all Subservicing AgreementAgreements, and any amendments or modifications thereof, promptly upon the Master Servicer’s execution and delivery of such instruments. Each That certain Subservicing Agreement shall provide that by and between the Subservicer's rights shall terminate at the option of the successor Master Servicer and without any termination feeWashington Mutual Bank dated April 9, expense, penalty or other cost upon 2001 is hereby acknowledged as being permitted under this Agreement and meeting the termination, resignation or other removal of the Master Servicer under requirements applicable to Subservicing Agreements set forth in this Agreement. (b) Notwithstanding any Subservicing Agreement, any As part of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwiseits servicing activities hereunder, the Master Servicer shall remain obligated and primarily liable to (except as otherwise provided in the last sentence of this paragraph), for the benefit of the Trustee, Certificateholders shall enforce the obligations of each Subservicer under the related Subservicing Agreement, including, without limitation, any obligation to make advances in respect of delinquent payments as required by a Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements, and the Certificate Insurer for pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the servicing and administering Master Servicer, in its good faith business judgment, would require were it the owner of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the related Mortgage Loans. For purposes of this Agreement, the The Master Servicer shall be deemed to have received payments on Mortgage Loans when pay the Subservicer has received costs of such payments. In the event the Master Servicer shall for any reason no longer be the Master Servicer (including by reason of an Event of Default), the Trustee or its designee may, enforcement at its optionown expense, either and shall be reimbursed therefor only (i) assume from a general recovery resulting from such enforcement, to the extent, if any, that such recovery exceeds all amounts due in respect of the rights and obligations of the Master Servicer under each Subservicing Agreement that the Master Servicer may have entered into related Mortgage Loans or (ii) notwithstanding anything to from a specific recovery of costs, expenses or attorneys’ fees against the contrary contained in each party against whom such Subservicing Agreement, terminate the related Subservicer without being required to pay any fee, expense, penalty or other costs in connection therewithenforcement is directed.

SUBSERVICING AGREEMENTS BETWEEN THE MASTER SERVICER AND SUBSERVICERS. (a) The Master Servicer may, subject to the prior written approval of the Certificate Insurer, may enter into Subservicing Agreements subservicing agreements with Subservicers subservicers (each, a “Subservicer”), for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. (“Subservicing Agreements”). (b) Each Subservicer shall be either (i) a depository institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating, acquiring or servicing loans, and in either case shall be authorized to transact business in the state or states where in which the related Mortgaged Properties it is to service are situated situated, if and in either case shall be to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, (ii) an institution approved as a FNMA-mortgage loan originator by the Federal Housing Administration or an institution that has deposit accounts insured by the FDIC and (iii) a Xxxxxxx Mac or Xxxxxx Mae approved mortgage servicer. In addition, each Each Subservicing Agreement must impose on the Subservicer will obtain requirements conforming to the provisions set forth in Section 3.08 and preserve its qualifications to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any provide for servicing of the Mortgage Loans and to perform or cause to be performed its duties under consistent with the related Subservicing terms of this Agreement. Each The Master Servicer will examine each Subservicing Agreement shall provide that and will be familiar with the Subservicer's rights shall terminate at the option terms thereof. The terms of the successor Master Servicer and without any termination fee, expense, penalty or other cost upon the termination, resignation or other removal of the Master Servicer under this Agreement. (b) Notwithstanding any Subservicing Agreement, Agreement will not be inconsistent with any of the provisions of this Agreement Agreement. The Master Servicer and the Subservicers may enter into and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Trustee, without the consent of the Trustee. Any variation without the consent of the Trustee from the provisions set forth in Section 3.08 relating to agreements insurance or arrangements priority requirements of Subservicing Accounts, or credits and charges to the Subservicing Accounts or the timing and amount of remittances by the Subservicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the Trustee and the Depositor copies of all Subservicing Agreements, and any amendments or modifications thereof, promptly upon the Master Servicer’s execution and delivery of such instruments. That certain Subservicing Agreement by and between the Master Servicer and a Subservicer or reference Washington Mutual Bank (as successor to actions taken through a Subservicer or otherwiseWashington Mutual Bank, FA) dated April 9, 2001 is hereby acknowledged as being permitted under this Agreement and meeting the requirements applicable to Subservicing Agreements set forth in this Agreement. (c) As part of its servicing activities hereunder, the Master Servicer shall remain obligated and primarily liable to (except as otherwise provided in the last sentence of this paragraph), for the benefit of the Trustee, Certificateholders shall enforce the obligations of each Subservicer under the related Subservicing Agreement, including, without limitation, any obligation to make advances in respect of delinquent payments as required by a Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements, and the Certificate Insurer for pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the servicing and administering Master Servicer, in its good faith business judgment, would require were it the owner of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the related Mortgage Loans. For purposes of this Agreement, the The Master Servicer shall be deemed to have received payments on Mortgage Loans when pay the Subservicer has received costs of such payments. In the event the Master Servicer shall for any reason no longer be the Master Servicer (including by reason of an Event of Default), the Trustee or its designee may, enforcement at its optionown expense, either and shall be reimbursed therefor only (i) assume from a general recovery resulting from such enforcement, to the extent, if any, that such recovery exceeds all amounts due in respect of the rights and obligations of the Master Servicer under each Subservicing Agreement that the Master Servicer may have entered into related Mortgage Loans or (ii) notwithstanding anything to from a specific recovery of costs, expenses or attorneys’ fees against the contrary contained in each party against whom such Subservicing Agreement, terminate the related Subservicer without being required to pay any fee, expense, penalty or other costs in connection therewithenforcement is directed.

SUBSERVICING AGREEMENTS BETWEEN THE MASTER SERVICER AND SUBSERVICERS. (a) The Master Servicer may, subject to the prior written approval of the Certificate Insurer, may enter into Subservicing Agreements with Subservicers for the servicing and administration of certain of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. References in this Agreement to actions taken or to be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken by a Subservicer on behalf of the Master Servicer, and any amount actually received by such Subservicer in respect of a Mortgage Loan shall be deemed to have been received by the Master Servicer, whether or not actually received by the Master Servicer. Each Subservicing Agreement shall be upon such terms and conditions as are not inconsistent with this Agreement and as the Master Servicer and the Subservicer shall have agreed. With the approval of the Master Servicer, a Subservicer may delegate its servicing obligations to third-party servicers, but such Subservicers shall remain obligated under the related Subservicing Agreements. The Master Servicer and the related Subservicers may enter into amendments to the Subservicing Agreements; provided, that any such amendments shall not cause the Mortgage Loans to be serviced in a manner that would be materially inconsistent with the standards set forth in this Agreement. The Master Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions thereof and without any limitation by virtue of this Agreement; provided, that in the event of the termination of any Subservicing Agreement by the Master Servicer or the related Subservicer, the Master Servicer shall either act as servicer of the related Mortgage Loans or enter into a Subservicing Agreement with a successor Subservicer that will be bound by the terms of the related Subservicing Agreement. The Master Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Master Servicer, and nothing contained herein shall be deemed to limit or modify such indemnification. Each Subservicer shall be either (i) a depository institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating, acquiring or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states where those States in which (x) the related Mortgaged Properties it is to service are situated and in either case shall be (y) qualification is required to conduct a FNMA-approved mortgage servicersubservicing business operation. In addition, each Subservicer will shall obtain and preserve its qualifications to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates Securities or any of the Mortgage Loans Loan, and to perform or cause to be performed its duties under the related Subservicing Agreement. Each Subservicing Agreement , which shall provide that the Subservicer's rights shall will automatically terminate at the option of the successor Master Servicer and without any termination fee, expense, penalty or other cost upon the termination, resignation or other removal of the Master Servicer under this Agreement. Each account used by any Subservicer for the deposit of payments on any Mortgage Loan shall be an Eligible Account. (b) Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer or reference any references to actions taken through a Subservicer or otherwise, the Master Servicer shall remain obligated and primarily liable to the Trustee, Certificateholders Issuer and the Certificate Insurer Indenture Trustee for the servicing and administering administration of the Mortgage Loans in accordance with the provisions of this Agreement Agreement, without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer related Subservicer, and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans. For purposes As part of this Agreementits servicing activities hereunder, the Master Servicer, for the benefit of the Issuer and the Indenture Trustee, shall use reasonable efforts to enforce the obligations of each Subservicer under the related Subservicing Agreement to the extent that the non-performance of any such obligation would have a material adverse effect on any Mortgage Loan. Such enforcement, including the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be deemed reimbursed therefor only from (i) a general recovery resulting from such enforcement to have received payments on the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans when Loan or (ii) a specific recovery of costs, expenses or attorneys' fees against the Subservicer has received Person against whom such paymentsenforcement is directed. In the event the Master Servicer shall for any reason no longer be the Master Servicer (including by reason of an Event of Default)Servicer, the Indenture Trustee or its designee may, at its option, either may (i) assume all of the rights and obligations of the Master Servicer under each Subservicing Agreement that the Master Servicer may have entered into or into, which assumption shall not violate the terms of the related Subservicing Agreement, (ii) notwithstanding anything to the contrary contained in each such Subservicing Agreement, terminate the related Subservicer without being required to pay any fee, expense, penalty or other costs fee in connection therewiththerewith or (iii) assume the terminated Master Servicer's rights and obligations under such subservicing arrangements, which termination or assumption shall not violate the terms of the related Subservicing Agreement. (c) With respect to each Payment Date, on the [twenty-first (21st)] calendar day of each month (or if such day is not a Business Day, the following Business Day), the Master Servicer shall furnish a statement to the Indenture Trustee, in writing or in an electronic format as the Indenture Trustee shall reasonably request, setting forth all information reasonably necessary to allow the Indenture Trustee to make the distributions contemplated by Section 3.05 of the Indenture and to deliver the statement required to be delivered pursuant to Section 3.25 of the Indenture and Section 4.01 hereof.

SUBSERVICING AGREEMENTS BETWEEN THE MASTER SERVICER AND SUBSERVICERS. (a) The Master Servicer may, subject to the prior written approval of the Certificate Insurer, may enter into Subservicing Agreements with Subservicers for the servicing and administration of certain of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. References in this Agreement to actions taken or to be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken by a Subservicer on behalf of the Master Servicer, and any amount actually received by such Subservicer in respect of a Mortgage Loan shall be deemed to have been received by the Master Servicer, whether or not actually received by the Master Servicer. Each Subservicing Agreement shall be upon such terms and conditions as are not inconsistent with this Agreement and as the Master Servicer and the Subservicer shall have agreed. With the approval of the Master Servicer, a Subservicer may delegate its servicing obligations to third-party servicers, but such Subservicers shall remain obligated under the related Subservicing Agreements. The Master Servicer and the related Subservicers may enter into amendments to the Subservicing Agreements; provided, that any such amendments shall not cause the Mortgage Loans to be serviced in a manner that would be materially inconsistent with the standards set forth in this Agreement. The Master Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions thereof and without any limitation by virtue of this Agreement; provided, that in the event of the termination of any Subservicing Agreement by the Master Servicer or the related Subservicer, the Master Servicer shall either act as servicer of the related Mortgage Loans or enter into a Subservicing Agreement with a successor Subservicer that will be bound by the terms of the related Subservicing Agreement. The Master Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Master Servicer, and nothing contained herein shall be deemed to limit or modify such indemnification. Each Subservicer shall be either (i) a depository institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating, acquiring or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states where those States in which (x) the related Mortgaged Properties it is to service are situated and in either case shall be (y) qualification is required to conduct a FNMA-approved mortgage servicersubservicing business operation. In addition, each Subservicer will shall obtain and preserve its qualifications to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates Securities or any of the Mortgage Loans Loan, and to perform or cause to be performed its duties under the related Subservicing Agreement. Each Subservicing Agreement , which shall provide that the Subservicer's ’s rights shall will automatically terminate at the option of the successor Master Servicer and without any termination fee, expense, penalty or other cost upon the termination, resignation or other removal of the Master Servicer under this Agreement. Each account used by any Subservicer for the deposit of payments on any Mortgage Loan shall be an Eligible Account. Xxxxx Home Equity Corporation shall be the initial Subservicer. (b) Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer or reference any references to actions taken through a Subservicer or otherwise, the Master Servicer shall remain obligated and primarily liable to the Trustee, Certificateholders Issuer and the Certificate Insurer Indenture Trustee for the servicing and administering administration of the Mortgage Loans in accordance with the provisions of this Agreement Agreement, without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer related Subservicer, and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans. For purposes As part of this Agreementits servicing activities hereunder, the Master Servicer, for the benefit of the Issuer, the Indenture Trustee and, with respect to the Group I Mortgage Loans, the Enhancer, shall use reasonable efforts to enforce the obligations of each Subservicer under the related Subservicing Agreement to the extent that the non-performance of any such obligation would have a material adverse effect on any Mortgage Loan. Such enforcement, including the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be deemed reimbursed therefor only from (i) a general recovery resulting from such enforcement to have received payments on the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans when Loan or (ii) a specific recovery of costs, expenses or attorneys’ fees against the Subservicer has received Person against whom such paymentsenforcement is directed. In the event the Master Servicer shall for any reason no longer be the Master Servicer (including by reason of an Event of Default)Servicer, the Indenture Trustee or its designee may, at its option, either may (i) assume all of the rights and obligations of the Master Servicer under each Subservicing Agreement that the Master Servicer may have entered into or into, which assumption shall not violate the terms of the related Subservicing Agreement, (ii) notwithstanding anything to the contrary contained in each such Subservicing Agreement, terminate the related Subservicer without being required to pay any fee, expense, penalty or other costs fee in connection therewiththerewith or (iii) assume the terminated Master Servicer’s rights and obligations under such subservicing arrangements, which termination or assumption shall not violate the terms of the related Subservicing Agreement. (c) With respect to each Payment Date, on the twenty-first (21st) calendar day of each month (or if such day is not a Business Day, the following Business Day), the Master Servicer shall furnish a statement to the Indenture Trustee, in writing or in an electronic format as the Indenture Trustee shall reasonably request, setting forth all information reasonably necessary to allow the Indenture Trustee to make the distributions contemplated by Section 3.05 of the Indenture and to deliver the statement required to be delivered pursuant to Section 3.25 of the Indenture and Section 4.01 hereof.

SUBSERVICING AGREEMENTS BETWEEN THE MASTER SERVICER AND SUBSERVICERS. (a) The Master Servicer may, subject to the prior written approval of the Certificate Insurer, enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Subservicer shall be either (i) a depository institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating, acquiring or servicing loans, and in either case shall be authorized to transact business in the state or states where the related Mortgaged Properties it is to service are situated and in either case shall be a FNMA-approved mortgage servicer. In addition, each Subservicer will obtain and preserve its qualifications to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform or cause to be performed its duties under the related Subservicing Agreement. Each Subservicing Agreement shall provide that the Subservicer's rights shall terminate at the option of the successor Master Servicer and without any termination fee, expense, penalty or other cost upon the termination, resignation or other removal of the Master Servicer under this Agreement.or (b) Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Master Servicer shall remain obligated and primarily liable to the Trustee, Certificateholders and the Certificate Insurer for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Master Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. In the event the Master Servicer shall for any reason no longer be the Master Servicer (including by reason of an Event of Default), the Trustee or its designee may, at its option, either (i) assume all of the rights and obligations of the Master Servicer under each Subservicing Agreement that the Master Servicer may have entered into or (ii) notwithstanding anything to the contrary contained in each such Subservicing Agreement, terminate the related Subservicer without being required to pay any fee, expense, penalty or other costs in connection therewith.

SUBSERVICING AGREEMENTS BETWEEN THE MASTER SERVICER AND SUBSERVICERS. (a) The Master Servicer may, subject to the prior written approval of the Certificate Insurer, may enter into Subservicing Agreements with Subservicers for the servicing and administration of certain of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. References in this Agreement to actions taken or to be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken by a Subservicer on behalf of the Master Servicer, and any amount actually received by such Subservicer in respect of a Mortgage Loan shall be deemed to have been received by the Master Servicer, whether or not actually received by the Master Servicer. Each Subservicing Agreement shall be upon such terms and conditions as are not inconsistent with this Agreement and as the Master Servicer and the Subservicer shall have agreed. With the approval of the Master Servicer, a Subservicer may delegate its servicing obligations to third-party servicers, but such Subservicers shall remain obligated under the related Subservicing Agreements. The Master Servicer and the related Subservicers may enter into amendments to the Subservicing Agreements; provided, that any such amendments shall not cause the Mortgage Loans to be serviced in a manner that would be materially inconsistent with the standards set forth in this Agreement. The Master Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions thereof and without any limitation by virtue of this Agreement; provided, that in the event of the termination of any Subservicing Agreement by the Master Servicer or the related Subservicer, the Master Servicer shall either act as servicer of the related Mortgage Loans or enter into a Subservicing Agreement with a successor Subservicer that will be bound by the terms of the related Subservicing Agreement. The Master Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Master Servicer, and nothing contained herein shall be deemed to limit or modify such indemnification. Each Subservicer shall be either (i) a depository institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating, acquiring or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states where those States in which (x) the related Mortgaged Properties it is to service are situated and in either case shall be (y) qualification is required to conduct a FNMA-approved mortgage servicersubservicing business operation. In addition, each Subservicer will shall obtain and preserve its qualifications to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates Securities or any of the Mortgage Loans Loan, and to perform or cause to be performed its duties under the related Subservicing Agreement. Each Subservicing Agreement , which shall provide that the Subservicer's ’s rights shall will automatically terminate at the option of the successor Master Servicer and without any termination fee, expense, penalty or other cost upon the termination, resignation or other removal of the Master Servicer under this Agreement. Each account used by any Subservicer for the deposit of payments on any Mortgage Loan shall be an Eligible Account. Xxxxx Home Equity Corporation shall be the initial Subservicer. (b) Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer or reference any references to actions taken through a Subservicer or otherwise, the Master Servicer shall remain obligated and primarily liable to the TrusteeIssuer, Certificateholders and the Certificate Insurer Noteholders, the Indenture Trustee and, with respect to Group I, the Enhancer, for the servicing and administering administration of the Mortgage Loans in accordance with the provisions of this Agreement Agreement, without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer related Subservicer, and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans. For purposes As part of this Agreementits servicing activities hereunder, the Master Servicer, for the benefit of the Issuer, the Noteholders, the Indenture Trustee and, with respect to Group I, the Enhancer, shall use reasonable efforts to enforce the obligations of each Subservicer under the related Subservicing Agreement to the extent that the non-performance of any such obligation would have a material adverse effect on any Mortgage Loan. Such enforcement, including the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be deemed reimbursed therefor only from (i) a general recovery resulting from such enforcement to have received payments on the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans when Loan or (ii) a specific recovery of costs, expenses or attorneys’ fees against the Subservicer has received Person against whom such paymentsenforcement is directed. In the event the Master Servicer shall for any reason no longer be the Master Servicer (including by reason of an Event of Default)Servicer, the Indenture Trustee or its designee may, at its option, either may (i) assume all of the rights and obligations of the Master Servicer under each Subservicing Agreement that the Master Servicer may have entered into or into, which assumption shall not violate the terms of the related Subservicing Agreement, (ii) notwithstanding anything to the contrary contained in each such Subservicing Agreement, terminate the related Subservicer without being required to pay any fee, expense, penalty or other costs fee in connection therewiththerewith or (iii) assume the terminated Master Servicer’s rights and obligations under such subservicing arrangements, which termination or assumption shall not violate the terms of the related Subservicing Agreement. (c) With respect to each Payment Date, on the third Business Day of each month, the Master Servicer shall furnish a data tape and any other necessary information to the Administrator, in writing or in an electronic format as the Administrator shall reasonably request, setting forth all information reasonably necessary to allow the Indenture Trustee to make the distributions contemplated by Section 3.05 of the Indenture and for the Administrator to deliver the statement required to be delivered pursuant to Section 3.25 of the Indenture and Section 4.01 hereof. Pursuant to Section 4.01, the Administrator shall provide the Monthly Statement in the form of Exhibit H to the Master Servicer within 5 Business Days after receipt of such data tape.

SUBSERVICING AGREEMENTS BETWEEN THE MASTER SERVICER AND SUBSERVICERS. (a) The Master Servicer may, subject to the prior written approval of the Certificate Insurer, may enter into Subservicing Agreements with Subservicers for the servicing and administration of certain of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. References in this Agreement to actions taken or to be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken by a Subservicer on behalf of the Master Servicer, and any amount actually received by such Subservicer in respect of a Mortgage Loan shall be deemed to have been received by the Master Servicer, whether or not actually received by the Master Servicer. Each Subservicing Agreement shall be upon such terms and conditions as are not inconsistent with this Agreement and as the Master Servicer and the Subservicer shall have agreed. With the approval of the Master Servicer, a Subservicer may delegate its servicing obligations to third-party servicers, but such Subservicers shall remain obligated under the related Subservicing Agreements. The Master Servicer and the related Subservicers may enter into amendments to the Subservicing Agreements; provided, that any such amendments shall not cause the Mortgage Loans to be serviced in a manner that would be materially inconsistent with the standards set forth in this Agreement. The Master Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions thereof and without any limitation by virtue of this Agreement; provided, that in the event of the termination of any Subservicing Agreement by the Master Servicer or the related Subservicer, the Master Servicer shall either act as servicer of the related Mortgage Loans or enter into a Subservicing Agreement with a successor Subservicer that will be bound by the terms of the related Subservicing Agreement. The Master Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Master Servicer, and nothing contained herein shall be deemed to limit or modify such indemnification. Each Subservicer shall be either (i) a depository institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating, acquiring or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states where those States in which (x) the related Mortgaged Properties it is to service are situated and in either case shall be (y) qualification is required to conduct a FNMA-approved mortgage servicersubservicing business operation. In addition, each Subservicer will shall obtain and preserve its qualifications to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates Securities or any of the Mortgage Loans Loan, and to perform or cause to be performed its duties under the related Subservicing Agreement. Each Subservicing Agreement , which shall provide that the Subservicer's rights shall will automatically terminate at the option of the successor Master Servicer and without any termination fee, expense, penalty or other cost upon the termination, resignation or other removal of the Master Servicer under this Agreement. Each account used by any Subservicer for the deposit of payments on any Mortgage Loan shall be an Eligible Account. Irwin Home Equity Corporation shall be the initial Subservicer. (bx) Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer or reference any references to actions taken through a Subservicer or otherwise, the Master Servicer shall remain obligated and primarily liable to the Trustee, Certificateholders Issuer and the Certificate Insurer Indenture Trustee for the servicing and administering administration of the Mortgage Loans in accordance with the provisions of this Agreement Agreement, without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer related Subservicer, and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans. For purposes As part of this Agreementits servicing activities hereunder, the Master Servicer, for the benefit of the Issuer and the Indenture Trustee, shall use reasonable efforts to enforce the obligations of each Subservicer under the related Subservicing Agreement to the extent that the non-performance of any such obligation would have a material adverse effect on any Mortgage Loan. Such enforcement, including the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be deemed reimbursed therefor only from (i) a general recovery resulting from such enforcement to have received payments on the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans when Loan or (ii) a specific recovery of costs, expenses or attorneys' fees against the Subservicer has received Person against whom such paymentsenforcement is directed. In the event the Master Servicer shall for any reason no longer be the Master Servicer (including by reason of an Event of Default)Servicer, the Indenture Trustee or its designee may, at its option, either may (i) assume all of the rights and obligations of the Master Servicer under each Subservicing Agreement that the Master Servicer may have entered into or into, which assumption shall not violate the terms of the related Subservicing Agreement, (ii) notwithstanding anything to the contrary contained in each such Subservicing Agreement, terminate the related Subservicer without being required to pay any fee, expense, penalty or other costs fee in connection therewiththerewith or (iii) assume the terminated Master Servicer's rights and obligations under such subservicing arrangements, which termination or assumption shall not violate the terms of the related Subservicing Agreement. (c) With respect to each Payment Date, on the twenty-first (21st) calendar day of each month (or if such day is not a Business Day, the following Business Day), the Master Servicer shall furnish a statement to the Indenture Trustee, in writing or in an electronic format as the Indenture Trustee shall reasonably request, setting forth all information reasonably necessary to allow the Indenture Trustee to make the distributions contemplated by Section 3.05 of the Indenture and to deliver the statement required to be delivered pursuant to Section 3.25 of the Indenture and Section 4.01 hereof.

SUBSERVICING AGREEMENTS BETWEEN THE MASTER SERVICER AND SUBSERVICERS. (a) The Master Servicer may[, subject to the prior written approval of the Certificate Insurer, ,] enter into Subservicing Agreements with Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. The [Certificate Insurer,] Trustee and Depositor acknowledge that the Master Servicer has the authority to appoint the Originator as Subservicer. Each Subservicer shall be either (i1) a depository institution the accounts of which are insured by the FDIC or (ii2) another entity that engages in the business of originating, acquiring or servicing loans, and in either case shall be authorized to transact business in the state or states where the related Mortgaged Properties it is to service are situated and in either case shall be a FNMA-approved mortgage servicerif state law requires such authorization. In addition, each Subservicer will obtain and preserve its qualifications to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or and any of the Mortgage Loans and to perform or cause to be performed its duties under the related Subservicing Agreement. Each Subservicing Agreement which shall provide that the Subservicer's ’s rights shall automatically terminate at the option of the successor Master Servicer and without any termination fee, expense, penalty or other cost upon the termination, resignation or other removal of the Master Servicer under this Agreement. Each account used by any Subservicer for the deposit of payments on any of the Mortgage Loans shall be an Eligible Account. (b) Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Master Servicer shall remain obligated and primarily liable to the Trustee[, Certificateholders the Certificate Insurer] and the Certificate Insurer Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Master Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. In the event the Master Servicer shall for any reason no longer be the Master Servicer (including by reason of an Event of Default), the Trustee or its designee may[, with the prior written consent of the Certificate Insurer, or shall, at its option, the direction of the Certificate Insurer,] either (i) assume all of the rights and obligations of the Master Servicer under each Subservicing Agreement that the Master Servicer may have entered into or (ii) notwithstanding anything to the contrary contained in each such Subservicing Agreement, terminate the related Subservicer without being required to pay any fee, expense, penalty or other costs fee in connection therewith.