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. 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 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.

Subservicing Agreements. (a) The Servicer may shall not enter into Subservicing Agreements for Agreements, permit the servicing and administration subservicing of, or delegate any of its duties to any Subservicers with respect to, all or part of the Mortgage Loans with any institution which (x) is authorized except under the laws 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 each state necessary to enable it to perform its obligations under such Subservicing Agreement and (y) has experience servicing mortgage loans jurisdiction that are similar applicable to the such 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 may retain a Subservicer under a Subservicing Agreement for the purpose of performing any servicing 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 respect to each Mortgage Loan Package, the Servicer by its execution of the related Acknowledgment Agreement shall be deemed to have received payments on 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 when a Subservicer has received such payments. Each Subservicer shall be expressly required that would not permit the Servicer to service the such Mortgage Loans in accordance with this Agreement, directly and each Subservicing Agreement shall be consistent with and not violate without the provisions use 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 resignsa Subservicer. The Servicer shall deliver to notify the Trustee copies Owner of all each 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 Agreement entered into by it pursuant to Section 6.06 or this Section 3.033.02 within five Business Days after such Subservicing Agreement is entered into, including any Subservicer, in connection with which notice shall set forth the performance of any of its duties reasons such Subservicing Agreement is necessary and is permitted under this Section 3.02 and shall attach a copy of such Subservicing Agreement, the . The Servicer shall immediately also notify the Depositor in writing of Owner as soon as any Subservicing Agreement is no longer necessary with respect to any Mortgage Loans and shall immediately terminate such engagementSubservicing Agreement as to such Mortgage Loans. To the extent the Depositor notifies the Servicer and the Trustee Each Subservicing Agreement shall provide that it has determined that any such affiliate, third party vendor is terminable at will without payment of a termination fee 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)penalty.

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.