Common use of Subservicing Agreements Clause in Contracts

Subservicing Agreements. The Servicer may enter into Subservicing Agreements for the servicing and administration of Mortgage Loans with any institution which (x) is authorized under the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and (y) has experience servicing mortgage loans that are similar to the Mortgage Loans. The Servicer shall give written notice to the Trustee and the Rating Agencies of the appointment of any Subservicer (and shall receive the written confirmation of the Rating Agencies that such appointment shall not result in a withdrawal or downgrading by any Rating Agency of the then current rating of the Certificates). For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when a Subservicer has received such payments. Each Subservicer shall be expressly required to service the Mortgage Loans in accordance with this Agreement, and each Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement and shall provide that the Trustee (if acting as successor Servicer) or any other successor Servicer shall have the right to terminate such agreement without payment of any penalty if the original Servicer is terminated or resigns. The Servicer shall deliver to the Trustee copies of all Subservicing Agreements and any amendments or modifications thereof promptly upon the execution thereof. Notwithstanding the foregoing, to the extent the Servicer engages any affiliate or third party vendor pursuant to Section 6.06 or this Section 3.03, including any Subservicer, in connection with the performance of any of its duties under this Agreement, the Servicer shall immediately notify the Depositor in writing of such engagement. To the extent the Depositor notifies the Servicer and the Trustee that it has determined that any such affiliate, third party vendor or Subservicer is a Servicing Function Participant, the Servicer shall cause such Servicing Function Participant to prepare a separate assessment and attestation report, as contemplated by Section 3.19 of this Agreement and deliver such report to the Trustee as set forth in Section 3.22 of this Agreement. In addition, to the extent the Depositor notifies the Servicer and the Trustee that it has determined that any such Servicing Function Participant would be a "servicer" within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB (an "Additional Servicer"), the Servicer shall cause such Additional Servicer to prepare a separate compliance statement as contemplated by Section 3.14 of this Agreement and deliver such statement to the Depositor and the Trustee as set forth in Section 3.14 of this Agreement. In addition, if the Depositor determines any such Servicing Function Participant would be a "servicer" within the meaning of Item 1101 of Regulation AB, the Servicer shall cause such Servicing Function Participant to provide the Depositor and the Trustee the information required by Section 1108(b) and 1108(c) of Regulation AB within two Business Days following such engagement. To the extent the Servicer terminates any such Servicing Function Participant that the Depositor has determined is a "servicer" within the meaning of Item 1101 of Regulation AB, the Servicer shall provide the Depositor and the Trustee the information required to enable the Trustee to accurately and timely report such event under Item 6.02 of Form 8-K (if the Trust's Exchange Act reporting requirements have not been suspended pursuant to Section 15(d) of the Exchange Act as set forth in Section 4.09 of this Agreement).

Subservicing Agreements. The Servicer Master Servicer, including any Successor Master Servicer, may enter into the Subservicing Agreements with the Subservicers for the servicing and administration of Mortgage all or a part of the Pledged Loans for which the Master Servicer is responsible hereunder, provided that, in each case, the Subservicing Agreement is not inconsistent with this Agreement or any institution which (x) is authorized Series Supplement. References in this Agreement and the Series Supplements to actions taken or to be taken by the Master Servicer include actions taken or to be taken by a Subservicer. As part of its servicing activities hereunder, the Master Servicer shall monitor the performance and enforce the obligations of each Subservicer retained by it under the laws of each state necessary to enable it to perform its obligations under such related Subservicing Agreement and (y) has experience servicing mortgage loans that are similar Agreement. Subject to the Mortgage Loans. The Servicer shall give written notice to the Trustee and the Rating Agencies terms of the appointment of any Subservicer (and shall receive the written confirmation of the Rating Agencies that such appointment shall not result in a withdrawal or downgrading by any Rating Agency of the then current rating of the Certificates). For purposes of this Subservicing Agreement, the Master Servicer shall be deemed have the right to have received payments on Mortgage Loans when remove a Subservicer has received such paymentsretained by it at any time it considers to be appropriate. Each Subservicer Upon the resignation or removal of a Master Servicer, all Subservicing Agreements shall also be expressly required terminated unless accepted or reaffirmed by the Successor Master Servicer. Notwithstanding anything to service the Mortgage contrary contained herein, or any Subservicing Agreement, the Master Servicer shall remain obligated and liable to the Trustee, the Issuer, the Collateral Agent and the Noteholders for the servicing and administration of the Pledged Loans in accordance with this Agreement, and each Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement and the Series Supplement to the same extent and under the same terms and conditions as if it alone were servicing and administering the Pledged Loans. The fees of a Subservicer shall provide that be the Trustee (if acting as successor Servicer) or obligation of the Master Servicer and neither the Issuer nor any other successor Servicer Person shall have the right to terminate bear any responsibility for such agreement without payment of any penalty if the original Servicer is terminated or resigns. The Servicer shall deliver to the Trustee copies of all Subservicing Agreements and any amendments or modifications thereof promptly upon the execution thereof. Notwithstanding the foregoing, to the extent the Servicer engages any affiliate or third party vendor pursuant to Section 6.06 or this Section 3.03, including any Subservicer, in connection with the performance of any of its duties under this Agreement, the Servicer shall immediately notify the Depositor in writing of such engagement. To the extent the Depositor notifies the Servicer and the Trustee that it has determined that any such affiliate, third party vendor or Subservicer is a Servicing Function Participant, the Servicer shall cause such Servicing Function Participant to prepare a separate assessment and attestation report, as contemplated by Section 3.19 of this Agreement and deliver such report to the Trustee as set forth in Section 3.22 of this Agreement. In addition, to the extent the Depositor notifies the Servicer and the Trustee that it has determined that any such Servicing Function Participant would be a "servicer" within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB (an "Additional Servicer"), the Servicer shall cause such Additional Servicer to prepare a separate compliance statement as contemplated by Section 3.14 of this Agreement and deliver such statement to the Depositor and the Trustee as set forth in Section 3.14 of this Agreement. In addition, if the Depositor determines any such Servicing Function Participant would be a "servicer" within the meaning of Item 1101 of Regulation AB, the Servicer shall cause such Servicing Function Participant to provide the Depositor and the Trustee the information required by Section 1108(b) and 1108(c) of Regulation AB within two Business Days following such engagement. To the extent the Servicer terminates any such Servicing Function Participant that the Depositor has determined is a "servicer" within the meaning of Item 1101 of Regulation AB, the Servicer shall provide the Depositor and the Trustee the information required to enable the Trustee to accurately and timely report such event under Item 6.02 of Form 8-K (if the Trust's Exchange Act reporting requirements have not been suspended pursuant to Section 15(d) of the Exchange Act as set forth in Section 4.09 of this Agreement)fees.

Subservicing Agreements. The Servicer may enter into Subservicing Agreements for the servicing and administration of Mortgage Loans with any institution which (x) is authorized under the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and (y) has experience servicing mortgage loans that are similar to the Mortgage Loans. The Servicer shall give written notice to the Trustee and the Rating Agencies of the appointment of any Subservicer (and shall receive the written confirmation of the Rating Agencies that such appointment shall not result in a withdrawal or downgrading by any Rating Agency of the then current rating of the Certificates). For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when a Subservicer has received such payments. Each Subservicer shall be expressly required to service the Mortgage Loans in accordance with this Agreement, and each Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement and shall provide that the Trustee (if acting as successor Servicer) or any other successor Servicer shall have the right to terminate such agreement without payment of any penalty if the original Servicer is terminated or resigns. The Servicer shall deliver to the Trustee copies of all Subservicing Agreements and any amendments or modifications thereof promptly upon the execution thereof. Notwithstanding the foregoing, to the extent the Servicer engages any affiliate or third party vendor pursuant to Section 6.06 or this Section 3.03, including any Subservicer, in connection with the performance of any of its duties under this Agreement, the Servicer shall immediately notify the Depositor in writing of such engagement. To the extent the Depositor notifies the Servicer and the Trustee that it has determined that any such affiliate, third party vendor or Subservicer is a Servicing Function Participant, the Servicer shall cause such Servicing Function Participant to prepare a separate assessment and attestation report, as contemplated by Section 3.19 of this Agreement and deliver such report to the Trustee as set forth in Section 3.22 of this Agreement. In addition, to the extent the Depositor notifies the Servicer and the Trustee that it has determined that any such Servicing Function Participant would be a "“servicer" ” within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB (an "“Additional Servicer"”), the Servicer shall cause such Additional Servicer to prepare a separate compliance statement as contemplated by Section 3.14 of this Agreement and deliver such statement to the Depositor and the Trustee as set forth in Section 3.14 4.09 of this Agreement. In addition, if the Depositor determines any such Servicing Function Participant would be a "“servicer" ” within the meaning of Item 1101 of Regulation AB, the Servicer shall cause such Servicing Function Participant to provide the Depositor and the Trustee the information required by Section 1108(b) and 1108(c) of Regulation AB within two Business Days following such engagement. To the extent the Servicer terminates any such Servicing Function Participant that the Depositor has determined is a "“servicer" ” within the meaning of Item 1101 of Regulation AB, the Servicer shall provide the Depositor and the Trustee the information required to enable the Trustee to accurately and timely report such event under Item 6.02 of Form 8-K (if the Trust's ’s Exchange Act reporting requirements have not been suspended pursuant to Section 15(d) of the Exchange Act as set forth in Section 4.09 of this Agreement).

Subservicing Agreements. (a) The Servicer may enter into Subservicing Agreements subservicing agreements with subservicers for the servicing and administration of Mortgage all or a part of the Loans and may contract with any institution which (x) is authorized third parties for the performance of incidental services such as performing inspections or monitoring insurance and/or taxes; provided that the Servicer shall remain obligated and liable to the Lender for the servicing and administering of the Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreement and to the same extent and under the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement same terms and (y) has experience conditions as if the Servicer alone were servicing mortgage loans that are similar to and administering the Mortgage Loans. The References in this Servicing Agreement to actions taken or to be taken by the Servicer shall give written notice in servicing the Loans include actions taken or to the Trustee and the Rating Agencies be taken by a subservicer on behalf of the appointment of any Subservicer (and shall receive the written confirmation of the Rating Agencies that such appointment shall not result in a withdrawal or downgrading by any Rating Agency of the then current rating of the Certificates)Servicer. For purposes of this Servicing Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans any payment in respect of a Loan when a Subservicer has received the applicable or related subservicer receives such payments. Each Subservicer shall be expressly required to service the Mortgage Loans in accordance with this Agreement, and each Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement and shall provide that the Trustee (if acting as successor Servicer) or any other successor Servicer shall have the right to terminate such agreement without payment of any penalty if the original Servicer is terminated or resignspayment. The Servicer shall deliver be obligated to pay all fees and expenses of any subservicer. (b) Each subservicer shall agree to perform any services with respect to the Trustee copies Loans in a manner consistent with Servicer’s obligations hereunder. Each subservicer shall (i) be qualified to do business and have all material Permits (it being agreed that any Permit required for the performance by such subservicer of all Subservicing Agreements its obligations under this Servicing Agreement or the other Origination Papers that is necessary for a Loan to be validly made and any amendments or modifications thereof promptly upon the execution thereof. Notwithstanding the foregoingenforceable shall be deemed material), if and to the extent required by the Servicer engages any affiliate or third party vendor pursuant to Section 6.06 or this Section 3.03, including any Subservicer, in connection with the performance of any of its duties under this Agreement, the Servicer shall immediately notify the Depositor in writing of such engagement. To the extent the Depositor notifies the Servicer and the Trustee that it has determined that any such affiliate, third party vendor or Subservicer is a Servicing Function Participant, the Servicer shall cause such Servicing Function Participant to prepare a separate assessment and attestation report, as contemplated by Section 3.19 of this Agreement and deliver such report to the Trustee as set forth in Section 3.22 of this Agreement. In additionGovernmental Requirements, to the extent the Depositor notifies the Servicer and the Trustee that it has determined that any such Servicing Function Participant would be a "servicer" within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i)enable subservicer to perform its obligations under its subservicing agreement, (ii) or comply in all material respects with all applicable Governmental Requirements in the performance of its obligations under its subservicing agreement and (iii) have facilities, procedures and experienced personnel reasonably necessary to perform its obligations under its subservicing agreement. [*****] (c) As part of Regulation AB (an "Additional Servicer")its servicing activities hereunder, where Servicer in its reasonable judgment concludes that it is commercially appropriate, the Servicer, for the benefit of the Lender, shall enforce the obligations of each subservicer under the related subservicing agreement. Such enforcement, including, without limitation, 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 Servicer, in its good faith business judgment, would require were it the owner of the Loan and in a manner consistent with the Servicer’s obligations under this Servicing Agreement and the Origination Agreement. The Servicer shall cause pay the costs of such Additional Servicer to prepare enforcement at its own expense and shall be reimbursed therefor only (i) from a separate compliance statement as contemplated by Section 3.14 of this Agreement and deliver general recovery resulting from such statement enforcement only to the Depositor and the Trustee as set forth in Section 3.14 of this Agreement. In additionextent, if the Depositor determines any any, that such Servicing Function Participant would be a "servicer" within the meaning of Item 1101 of Regulation AB, the Servicer shall cause recovery exceeds (x) all amounts due in connection with such Servicing Function Participant to provide the Depositor and the Trustee the information required by Section 1108(b) and 1108(c) of Regulation AB within two Business Days following such engagement. To the extent the Servicer terminates any such Servicing Function Participant that the Depositor has determined is a "servicer" within the meaning of Item 1101 of Regulation AB, the Servicer shall provide the Depositor and the Trustee the information required to enable the Trustee to accurately and timely report such event under Item 6.02 of Form 8-K (if the Trust's Exchange Act reporting requirements have not been suspended pursuant to Section 15(d) breach in respect of the Exchange Act related Loan and (y) any other losses suffered by the Lender as set forth in Section 4.09 a result of this Agreement).such breach, or

Subservicing Agreements. (a) The Servicer may enter into Subservicing Agreements subservicing agreements with subservicers for the servicing and administration of Mortgage all or a part of the Loans and may contract with any institution which (x) is authorized third parties for the performance of incidental services such as performing inspections or monitoring insurance and/or taxes; provided that the Servicer shall remain obligated and liable to the Lender for the servicing and administering of the Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreement and to the same extent and under the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement same terms and (y) has experience conditions as if the Servicer alone were servicing mortgage loans that are similar to and administering the Mortgage Loans. The References in this Agreement to actions taken or to be taken by the Servicer shall give written notice in servicing the Loans include actions taken or to the Trustee and the Rating Agencies be taken by a subservicer on behalf of the appointment of any Subservicer (and shall receive the written confirmation of the Rating Agencies that such appointment shall not result in a withdrawal or downgrading by any Rating Agency of the then current rating of the Certificates)Servicer. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans any payment in respect of a Loan when a Subservicer has received the applicable or related subservicer receives such paymentspayment. Each Subservicer The Servicer shall be expressly required obligated to service the Mortgage Loans in accordance with this Agreement, pay all fees and each Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement and shall provide that the Trustee (if acting as successor Servicer) or any other successor Servicer shall have the right to terminate such agreement without payment expenses of any penalty if the original Servicer is terminated or resigns. subservicer out of its Servicing Fee. (b) The Servicer shall deliver to the Trustee copies Lender on a quarterly basis a list of all Subservicing Agreements and any amendments or modifications thereof promptly upon the execution thereof. Notwithstanding the foregoing, to the extent Critical Vendors utilized by the Servicer engages in connection with the loan origination and servicing obligations hereunder and under the Origination Agreement, highlighting any affiliate or third party vendor pursuant changes of the identity of any such Critical Vendors from the list delivered to Section 6.06 or this Section 3.03, including any SubservicerLender for the prior quarter. Further, in connection with this Section 2.03, the performance Lender shall have the right to approve of any Critical Vendors utilized by the Servicer, which approval shall not be unreasonably withheld or delayed. (c) All subservicers shall agree to perform any services with respect to the Loans in a manner consistent with Servicer’s obligations hereunder. (d) As part of its duties servicing activities hereunder, where Servicer in its reasonable judgment concludes that it is commercially appropriate, the Servicer, for the benefit of the Lender, shall enforce the obligations of each subservicer under the related subservicing agreement. Such enforcement, including, without limitation, 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 Servicer, in its good faith business judgment, would require were it the owner of the Loan and in a manner consistent with the Servicer’s obligations under this Servicing Agreement and the Origination Agreement, the . The Servicer shall immediately notify pay the Depositor in writing costs of such engagement. To the extent the Depositor notifies the Servicer enforcement at its own expense and the Trustee that it has determined that any shall be reimbursed therefor only (i) from a general recovery resulting from such affiliate, third party vendor or Subservicer is a Servicing Function Participant, the Servicer shall cause such Servicing Function Participant to prepare a separate assessment and attestation report, as contemplated by Section 3.19 of this Agreement and deliver such report enforcement only to the Trustee extent, if any, that such recovery exceeds (x) all amounts due in connection with such breach in respect of the related Loan and (y) any other losses suffered by the Lender as set forth in Section 3.22 a result of this Agreement. In additionsuch breach, to the extent the Depositor notifies the Servicer and the Trustee that it has determined that any such Servicing Function Participant would be a "servicer" within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), or (ii) from a specific recovery of costs, expenses or (iii) of Regulation AB (an "Additional Servicer"), attorneys’ fees against the Servicer shall cause party against whom such Additional Servicer to prepare a separate compliance statement as contemplated by Section 3.14 of this Agreement and deliver such statement to the Depositor and the Trustee as set forth in Section 3.14 of this Agreement. In addition, if the Depositor determines any such Servicing Function Participant would be a "servicer" within the meaning of Item 1101 of Regulation AB, the Servicer shall cause such Servicing Function Participant to provide the Depositor and the Trustee the information required by Section 1108(b) and 1108(c) of Regulation AB within two Business Days following such engagement. To the extent the Servicer terminates any such Servicing Function Participant that the Depositor has determined enforcement is a "servicer" within the meaning of Item 1101 of Regulation AB, the Servicer shall provide the Depositor and the Trustee the information required to enable the Trustee to accurately and timely report such event under Item 6.02 of Form 8-K (if the Trust's Exchange Act reporting requirements have not been suspended pursuant to Section 15(d) of the Exchange Act as set forth in Section 4.09 of this Agreement)directed.

Subservicing Agreements. The Servicer or the Special Servicer may enter into Subservicing Agreements subservicing agreements for the any servicing and administration of Mortgage Loans with any institution which (x) is authorized under acceptable to the Owners of a majority of the Percentage Interests of the Class R Certificates, as indicated in writing, and which represents and warrants that it is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and Agreement; provided, that the Guarantor shall have consented (ysuch consent not to be unreasonably withheld) has experience servicing mortgage loans that are similar to any subservicer appointed hereunder. For this purpose, subservicing shall not be deemed to include the Mortgage Loansuse of a tax service, or services for reconveyance, insurance or brokering REO Property. The Servicer or the Special Servicer shall give written prior notice to the Trustee Seller, the Master Servicer, the Guarantor and the Rating Agencies Trustee of the appointment of any Subservicer (and shall receive furnish to the written confirmation Seller a copy of the Rating Agencies that such appointment shall not result in a withdrawal or downgrading by any Rating Agency of the then current rating of the Certificates)Subservicing Agreement. For purposes of this Agreement, the Servicer or the Special Servicer shall be deemed to have received payments on Mortgage Loans when a any Subservicer has received such payments. Each Subservicer shall be expressly required to service the Mortgage Loans in accordance with this Agreement, and each Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement. Each Subservicing Agreement and shall provide that the Trustee (if acting as a successor Servicer) Servicer or any other successor Special Servicer shall have the right option to terminate such agreement without payment of any penalty fees if the original predecessor Servicer or predecessor Special Servicer is terminated or resigns. The Guarantor shall have the right to terminate any 84 subservicer that, having previously been an approved Xxxxxxx Mac Seller/Servicer, no longer has such approval. It is understood that as of the Startup Day, Wendover Financial Services Corporation ("Wendover") is acting as Subservicer on behalf of the Servicer shall deliver pursuant to the Trustee copies Subservicing Agreement dated as of all Subservicing Agreements October 1, 1997 between the Servicer and any amendments or modifications thereof promptly upon Wendover and the execution thereof. Notwithstanding Servicer is acting as Subservicer on behalf of the foregoing, Special Servicer pursuant to the extent the Servicer engages any affiliate or third party vendor pursuant to Section 6.06 or this Section 3.03Subservicing Agreement dated September 29, including any Subservicer, in connection with the performance of any of its duties under this Agreement, the Servicer shall immediately notify the Depositor in writing of such engagement. To the extent the Depositor notifies 1998 between the Servicer and the Trustee that it has determined that any such affiliate, third party vendor or Subservicer is a Servicing Function Participant, the Servicer shall cause such Servicing Function Participant to prepare a separate assessment and attestation report, as contemplated by Section 3.19 of this Agreement and deliver such report to the Trustee as set forth in Section 3.22 of this Agreement. In addition, to the extent the Depositor notifies the Servicer and the Trustee that it has determined that any such Servicing Function Participant would be a "servicer" within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB (an "Additional Special Servicer"), the Servicer shall cause such Additional Servicer to prepare a separate compliance statement as contemplated by Section 3.14 of this Agreement and deliver such statement to the Depositor and the Trustee as set forth in Section 3.14 of this Agreement. In addition, if the Depositor determines any such Servicing Function Participant would be a "servicer" within the meaning of Item 1101 of Regulation AB, the Servicer shall cause such Servicing Function Participant to provide the Depositor and the Trustee the information required by Section 1108(b) and 1108(c) of Regulation AB within two Business Days following such engagement. To the extent the Servicer terminates any such Servicing Function Participant that the Depositor has determined is a "servicer" within the meaning of Item 1101 of Regulation AB, the Servicer shall provide the Depositor and the Trustee the information required to enable the Trustee to accurately and timely report such event under Item 6.02 of Form 8-K (if the Trust's Exchange Act reporting requirements have not been suspended pursuant to Section 15(d) of the Exchange Act as set forth in Section 4.09 of this Agreement).

Subservicing Agreements. The Servicer Servicer, including any Successor Servicer, may enter into the Subservicing Agreements with the Subservicers for the servicing and administration of Mortgage all or a part of the Pledged Loans with any institution for which (x) the Servicer is authorized under responsible hereunder, provided that, in each case, the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and (y) has experience servicing mortgage loans that are similar to the Mortgage Loans. The Servicer shall give written notice to the Trustee and the Rating Agencies of the appointment of any Subservicer (and shall receive the written confirmation of the Rating Agencies that such appointment shall is not result in a withdrawal or downgrading by any Rating Agency of the then current rating of the Certificates). For purposes of inconsistent with this Agreement. References in this Agreement to actions taken or to be taken by the Servicer include actions taken or to be taken by a Subservicer. As part of its servicing activities hereunder, the Servicer shall be deemed monitor the performance and enforce the obligations of each Subservicer retained by it under the related Subservicing Agreement. Subject to have received payments on Mortgage Loans when a Subservicer has received such payments. Each Subservicer shall be expressly required to service the Mortgage Loans in accordance with this terms of the Subservicing Agreement, and each Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement and shall provide that the Trustee (if acting as successor Servicer) or any other successor Servicer shall have the right to terminate such agreement without payment of remove a Subservicer retained by it at any penalty if the original Servicer is terminated or resigns. The Servicer time it considers to be appropriate provided that no subservicer shall deliver be removed unless Cendant has given its prior written consent to the Trustee copies Servicer and the Trustee. Upon the resignation or removal of a Servicer, all Subservicing Agreements and any amendments shall also be terminated unless accepted or modifications thereof promptly upon reaffirmed by the execution thereofSuccessor Servicer. Notwithstanding the foregoing, anything to the extent the Servicer engages contrary contained herein, or any affiliate or third party vendor pursuant to Section 6.06 or this Section 3.03, including any Subservicer, in connection with the performance of any of its duties under this Subservicing Agreement, the Servicer shall immediately notify remain obligated and liable to the Depositor Trustee, the Issuer, the Collateral Agent and the Noteholders for the servicing and administration of the Pledged Loans in writing accordance with the provisions of such engagementthis Agreement to the same extent and under the same terms and conditions as if it alone were servicing and administering the Pledged Loans. To The fees of a Subservicer shall be the extent the Depositor notifies obligation of the Servicer and neither the Trustee that it has determined that Issuer nor any other Person shall bear any responsibility for such affiliate, third party vendor or Subservicer is a Servicing Function Participant, the Servicer shall cause such Servicing Function Participant to prepare a separate assessment and attestation report, as contemplated by Section 3.19 of this Agreement and deliver such report to the Trustee as set forth in Section 3.22 of this Agreement. In addition, to the extent the Depositor notifies the Servicer and the Trustee that it has determined that any such Servicing Function Participant would be a "servicer" within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB (an "Additional Servicer"), the Servicer shall cause such Additional Servicer to prepare a separate compliance statement as contemplated by Section 3.14 of this Agreement and deliver such statement to the Depositor and the Trustee as set forth in Section 3.14 of this Agreement. In addition, if the Depositor determines any such Servicing Function Participant would be a "servicer" within the meaning of Item 1101 of Regulation AB, the Servicer shall cause such Servicing Function Participant to provide the Depositor and the Trustee the information required by Section 1108(b) and 1108(c) of Regulation AB within two Business Days following such engagement. To the extent the Servicer terminates any such Servicing Function Participant that the Depositor has determined is a "servicer" within the meaning of Item 1101 of Regulation AB, the Servicer shall provide the Depositor and the Trustee the information required to enable the Trustee to accurately and timely report such event under Item 6.02 of Form 8-K (if the Trust's Exchange Act reporting requirements have not been suspended pursuant to Section 15(d) of the Exchange Act as set forth in Section 4.09 of this Agreement)fees.

Subservicing Agreements. (a) The Servicer may shall not enter into Subservicing Agreements Agreements, permit the subservicing of, or delegate any of its duties to any Subservicers with respect to, all or part of the Mortgage Loans except under the circumstances described in the next sentence. In the event that the Servicer is not permitted to service one or more Mortgage Loans in any jurisdiction pursuant to the laws, ordinances, rules or regulations ("Laws") of such jurisdiction that are applicable to such Mortgage Loans, the Servicer may retain a Subservicer under a Subservicing Agreement for the purpose of performing any servicing and administration of such Mortgage Loans that the Servicer is not permitted by such Laws to perform; provided, however, that (i) such Subservicer shall be retained only for so long as and to the extent that such Laws do not permit the Servicer to perform particular servicing duties, and (ii) the Servicer shall take such actions (including obtaining any necessary licenses or qualifications and paying any necessary fees in connection therewith) as shall be necessary in order for the Servicer to be permitted, as promptly as possible, to service the applicable Mortgage Loans in the applicable jurisdiction directly. Unless otherwise set forth in the related Acknowledgment Agreement, with any institution which (x) is authorized under respect to each Mortgage Loan Package, the laws Servicer by its execution of the related Acknowledgment Agreement shall be deemed to have represented and warranted to the Owner that as of the date of such execution there are no Laws enacted or proposed to be enacted applicable to the related Mortgage Loans that would not permit the Servicer to service such Mortgage Loans directly and without the use of a Subservicer. The Servicer shall notify the Owner of each state Subservicing Agreement entered into by it pursuant to this Section 3.02 within five Business Days after such Subservicing Agreement is entered into, which notice shall set forth the reasons such Subservicing Agreement is necessary and is permitted under this Section 3.02 and shall attach a copy of such Subservicing Agreement. The Servicer shall also notify the Owner as soon as any Subservicing Agreement is no longer necessary with respect to enable any Mortgage Loans and shall immediately terminate such Subservicing Agreement as to such Mortgage Loans. Each Subservicing Agreement shall provide that it is terminable at will without payment of a termination fee or penalty. (b) Each Subservicer shall be licensed to transact business and to perform its obligations under such its Subservicing Agreement and (y) has experience servicing mortgage loans that are similar in each jurisdiction required by the Laws applicable to the Mortgage Loans being serviced by such Subservicer. Each Subservicing Agreement will be upon such terms and conditions as are not inconsistent with this Agreement and as the Servicer and the Subservicer have agreed. As part of its servicing activities hereunder, the Servicer shall enforce the obligations of each Subservicer under the related Subservicing Agreement. (c) Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and liable to the Owner 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 indemnification from a Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. (d) Subject to Section 3.02(a), at the cost and expense of the Servicer, without any right of reimbursement from the Custodial Account, the Servicer shall be entitled to terminate the rights and responsibilities of a Subservicer and arrange for any servicing responsibilities to be performed by a successor Subservicer. Notwithstanding anything herein to the contrary, in the event that a Subservicer is not a Seller, then such Subservicer must meet reasonable eligibility standards which for Multifamily Mortgage Loans shall include the eligibility requirements for servicers set forth in the FNMA Guide. If the Servicer's responsibilities and duties under this Agreement are terminated pursuant to Section 3.14, 7.01, 8.04, 9.01, 10.01 or 10.02 with respect to any Mortgage Loans, unless otherwise requested by the Owner, the Servicer shall at its own cost and expense promptly, but in no event later than three (3) Business Days after receipt of notice of such termination, terminate the rights and responsibilities of the Subservicers with respect to such Mortgage Loans effective as of the applicable termination date under this Agreement. The Servicer shall give written notice pay all expenses necessary in order to terminate the rights and responsibilities of the Subservicers from the Servicer's own funds without reimbursement from the Owner. (e) Any Subservicing Agreement and any other transactions or services relating to the Trustee Mortgage Loans involving a Subservicer shall be deemed to be between such Subservicer and Servicer alone, and the Rating Agencies of the appointment of Owner shall have no obligation, duty or liability with respect to such Subservicer, including, without limitation, any Subservicer (obligation, duty or liability to pay such Subservicer's fees and shall receive the written confirmation of the Rating Agencies that such appointment shall not result in a withdrawal or downgrading by any Rating Agency of the then current rating of the Certificates)expenses. For purposes of remittances by the Servicer pursuant to this Agreement, the Servicer shall be deemed to have received payments a payment on a Mortgage Loans Loan when a the applicable Subservicer has received such payments. Each Subservicer shall be expressly required to service payment. (f) If the Mortgage Loans in accordance with this Agreement, Servicer's responsibilities and each Subservicing Agreement shall be consistent with and not violate the provisions of duties under this Agreement and shall provide that the Trustee (if acting as successor Servicer) or any other successor Servicer shall have the right to terminate such agreement without payment of any penalty if the original Servicer is are terminated or resigns. The Servicer shall deliver to the Trustee copies of all Subservicing Agreements and any amendments or modifications thereof promptly upon the execution thereof. Notwithstanding the foregoing, to the extent the Servicer engages any affiliate or third party vendor pursuant to Section 6.06 3.14, 7.01, 8.04, 9.01, 10.01 or 10.02 with respect to any Mortgage Loans, and the Owner has requested that the Servicer not terminate the rights and responsibilities of the Subservicers with respect to such Mortgage Loans pursuant to Section 3.02(d), the Owner or the successor to the Servicer pursuant to Section 3.14, 7.01 or 11.01 hereof, shall, without act or deed on the part of the Owner, succeed to all of the rights and obligations of the Servicer with respect to such Mortgage Loans under any Subservicing Agreement entered into pursuant to this Section 3.033.02. In such event, including any Subservicerthe Owner or the successor to the Servicer shall be deemed to have assumed all of the Servicer's obligations thereunder with respect to such Mortgage Loans and to have replaced the Servicer as a party to such Subservicing Agreement to the same extent as if such Subservicing Agreement had been assigned to the Owner or such successor to the Servicer, in connection with except that the performance Servicer shall not thereby be relieved of any liability or obligations under such Subservicing Agreement accruing prior to such termination. In the event that the Owner or any successor to the Servicer shall succeed to the servicing obligations of its duties under this Agreementthe Servicer, upon request of the Owner or such successor to the Servicer, the Servicer shall immediately notify at its own expense deliver to the Depositor in writing of Owner or such engagement. To the extent the Depositor notifies successor to the Servicer (as the case may be) all documents and records relating to any Subservicing Agreement and the Trustee that it has determined that Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, if any, and if applicable pursuant to the preceding paragraph, will otherwise use its Best Efforts to effect the orderly and efficient transfer of any such affiliateSubservicing Agreement to the Owner or the successor to the Servicer, third party vendor subject to reimbursement under Section 11.01 (if applicable). (g) References in this Agreement to actions taken or Subservicer is a Servicing Function Participant, to be taken by the Servicer shall cause such Servicing Function Participant in servicing the Mortgage Loans include actions taken or to prepare be taken by a separate assessment and attestation report, as contemplated by Section 3.19 Subservicer on behalf of this Agreement and deliver such report to the Trustee as set forth in Section 3.22 of this Agreement. In addition, Servicer to the extent the Depositor notifies that under applicable Laws the Servicer and the Trustee that it has determined that any may not take such Servicing Function Participant would be a "servicer" within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB (an "Additional Servicer"), the Servicer shall cause such Additional Servicer to prepare a separate compliance statement as contemplated by Section 3.14 of this Agreement and deliver such statement to the Depositor and the Trustee as set forth in Section 3.14 of this Agreement. In addition, if the Depositor determines any such Servicing Function Participant would be a "servicer" within the meaning of Item 1101 of Regulation AB, the Servicer shall cause such Servicing Function Participant to provide the Depositor and the Trustee the information required by Section 1108(b) and 1108(c) of Regulation AB within two Business Days following such engagement. To the extent the Servicer terminates any such Servicing Function Participant that the Depositor has determined is a "servicer" within the meaning of Item 1101 of Regulation AB, the Servicer shall provide the Depositor and the Trustee the information required to enable the Trustee to accurately and timely report such event under Item 6.02 of Form 8-K (if the Trust's Exchange Act reporting requirements have not been suspended pursuant to Section 15(d) of the Exchange Act as set forth in Section 4.09 of this Agreement)actions directly.

Subservicing Agreements. (a) The Servicer may enter into one or more Subservicing Agreements for with a Subservicer to assist the servicing Servicer in the performance of its duties under this Servicing Agreement; provided, however, the Servicer shall not delegate to a Subservicer any duties related to (i) directing the Trustee with respect to the allocation of any funds received with respect to the Mortgage Loans and administration of (ii) any duties related to Mortgage Loans with respect to which Monthly P&I is 120 or more days past due (including any institution which (x) is authorized under duties related to foreclosure proceedings or similar matters). References in this Servicing Agreement to actions taken or to be taken by the laws Servicer in servicing the Mortgage Loans include actions taken or to be taken by a Subservicer on behalf of each state necessary to enable it to perform its obligations under such the Servicer. Any Subservicing Agreement will be upon such terms and (y) has experience servicing mortgage loans that conditions as the Servicer may reasonably agree and as are similar to the Mortgage Loansnot inconsistent with this Servicing Agreement. The Servicer shall give written notice to the Trustee and the Rating Agencies of the appointment of any Subservicer (and shall receive the written confirmation of the Rating Agencies that such appointment shall not result Except as provided in a withdrawal or downgrading by any Rating Agency of the then current rating of the CertificatesSection 5.2(c). For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when a Subservicer has received such payments. Each Subservicer solely responsible for any subservicing fees. (b) The Servicer shall be expressly required entitled to service terminate any Subservicing Agreement that may exist in accordance with the terms and conditions of such Subservicing Agreement; provided, however, that in the event of the termination of any Subservicing Agreement by the Servicer or the related Subservicer, the Servicer shall either act directly as Servicer in accordance with its duties hereunder or shall enter into a Subservicing Agreement with a successor subservicer. (c) Notwithstanding any Subservicing Agreement, or any of the provisions of this Servicing Agreement other than Section 5.2(c) relating to agreements or arrangements between the Servicer and a Subservicer, the Servicer shall remain obligated and liable for the servicing and administering of the Mortgage Loans in accordance with this Agreement, and each Subservicing Agreement shall be consistent with and not violate the provisions of this Servicing Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreement and shall provide that to the Trustee (if acting same extent and under the same terms and conditions as successor Servicer) or any other successor Servicer shall have the right to terminate such agreement without payment of any penalty if the original Servicer is terminated or resigns. The Servicer shall deliver to alone were servicing and administering the Trustee copies of all Subservicing Agreements and any amendments or modifications thereof promptly upon the execution thereof. Notwithstanding the foregoing, to the extent the Servicer engages any affiliate or third party vendor pursuant to Section 6.06 or this Section 3.03, including any Subservicer, in connection with the performance of any of its duties under this Agreement, the Servicer shall immediately notify the Depositor in writing of such engagement. To the extent the Depositor notifies the Servicer and the Trustee that it has determined that any such affiliate, third party vendor or Subservicer is a Servicing Function Participant, the Servicer shall cause such Servicing Function Participant to prepare a separate assessment and attestation report, as contemplated by Section 3.19 of this Agreement and deliver such report to the Trustee as set forth in Section 3.22 of this Agreement. In addition, to the extent the Depositor notifies the Servicer and the Trustee that it has determined that any such Servicing Function Participant would be a "servicer" within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB (an "Additional Servicer"), the Servicer shall cause such Additional Servicer to prepare a separate compliance statement as contemplated by Section 3.14 of this Agreement and deliver such statement to the Depositor and the Trustee as set forth in Section 3.14 of this Agreement. In addition, if the Depositor determines any such Servicing Function Participant would be a "servicer" within the meaning of Item 1101 of Regulation AB, the Servicer shall cause such Servicing Function Participant to provide the Depositor and the Trustee the information required by Section 1108(b) and 1108(c) of Regulation AB within two Business Days following such engagement. To the extent the Servicer terminates any such Servicing Function Participant that the Depositor has determined is a "servicer" within the meaning of Item 1101 of Regulation AB, the Servicer shall provide the Depositor and the Trustee the information required to enable the Trustee to accurately and timely report such event under Item 6.02 of Form 8-K (if the Trust's Exchange Act reporting requirements have not been suspended pursuant to Section 15(d) of the Exchange Act as set forth in Section 4.09 of this Agreement)Mortgage Loans.

Subservicing Agreements. The Servicer Master Servicer, including any Successor Master Servicer, may enter into the Subservicing Agreements with the Subservicers for the servicing and administration of Mortgage all or a part of the Pledged Loans for which the Master Servicer is responsible hereunder, provided that, in each case, the Subservicing Agreement is not inconsistent with this Agreement or any institution which (x) is authorized Series Supplement. References in this Agreement and the Series Supplements to actions taken or to be taken by the Master Servicer include actions taken or to be taken by a Subservicer. As part of its servicing activities hereunder, the Master Servicer shall monitor the performance and enforce the obligations of each Subservicer retained by it under the laws of each state necessary to enable it to perform its obligations under such related Subservicing Agreement and (y) has experience servicing mortgage loans that are similar Agreement. Subject to the Mortgage Loans. The Servicer shall give written notice to the Trustee and the Rating Agencies terms of the appointment of any Subservicer (and shall receive the written confirmation of the Rating Agencies that such appointment shall not result in a withdrawal or downgrading by any Rating Agency of the then current rating of the Certificates). For purposes of this Subservicing Agreement, the Master Servicer shall be deemed have the right to have received payments on Mortgage Loans when remove a Subservicer has received such payments. Each Subservicer retained by it at any time it considers to be appropriate provided that no subservicer shall be expressly required removed unless Cendant has given its prior written consent to service the Mortgage Master Servicer and the Trustee. Upon the resignation or removal of a Master Servicer, all Subservicing Agreements shall also be terminated unless accepted or reaffirmed by the Successor Master Servicer. Notwithstanding anything to the contrary contained herein, or any Subservicing Agreement, the Master Servicer shall remain obligated and liable to the Trustee, the Issuer, the Collateral Agent and the Noteholders for the servicing and administration of the Pledged Loans in accordance with this Agreement, and each Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement and the Series Supplement to the same extent and under the same terms and conditions as if it alone were servicing and administering the Pledged Loans. The fees of a Subservicer shall provide that be the Trustee (if acting as successor Servicer) or obligation of the Master Servicer and neither the Issuer nor any other successor Servicer Person shall have the right to terminate bear any responsibility for such agreement without payment of any penalty if the original Servicer is terminated or resigns. The Servicer shall deliver to the Trustee copies of all Subservicing Agreements and any amendments or modifications thereof promptly upon the execution thereof. Notwithstanding the foregoing, to the extent the Servicer engages any affiliate or third party vendor pursuant to Section 6.06 or this Section 3.03, including any Subservicer, in connection with the performance of any of its duties under this Agreement, the Servicer shall immediately notify the Depositor in writing of such engagement. To the extent the Depositor notifies the Servicer and the Trustee that it has determined that any such affiliate, third party vendor or Subservicer is a Servicing Function Participant, the Servicer shall cause such Servicing Function Participant to prepare a separate assessment and attestation report, as contemplated by Section 3.19 of this Agreement and deliver such report to the Trustee as set forth in Section 3.22 of this Agreement. In addition, to the extent the Depositor notifies the Servicer and the Trustee that it has determined that any such Servicing Function Participant would be a "servicer" within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB (an "Additional Servicer"), the Servicer shall cause such Additional Servicer to prepare a separate compliance statement as contemplated by Section 3.14 of this Agreement and deliver such statement to the Depositor and the Trustee as set forth in Section 3.14 of this Agreement. In addition, if the Depositor determines any such Servicing Function Participant would be a "servicer" within the meaning of Item 1101 of Regulation AB, the Servicer shall cause such Servicing Function Participant to provide the Depositor and the Trustee the information required by Section 1108(b) and 1108(c) of Regulation AB within two Business Days following such engagement. To the extent the Servicer terminates any such Servicing Function Participant that the Depositor has determined is a "servicer" within the meaning of Item 1101 of Regulation AB, the Servicer shall provide the Depositor and the Trustee the information required to enable the Trustee to accurately and timely report such event under Item 6.02 of Form 8-K (if the Trust's Exchange Act reporting requirements have not been suspended pursuant to Section 15(d) of the Exchange Act as set forth in Section 4.09 of this Agreement)fees.