Common use of Subservicing; Enforcement of the Obligations of Subservicers Clause in Contracts

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer pursuant to a subservicing agreement (a "Subservicer"). The subservicing arrangement and the related subservicing agreement must provide for the servicing of the Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, 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. Notwithstanding anything in any subservicing agreement or this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer or references to actions taken through a Subservicer or otherwise, the Master Servicer shall remain obligated and liable to the Trustee and Certificateholders for the servicing and administration of the Mortgage Loans in accordance with this Agreement without diminution of its obligation or liability by virtue of the subservicing agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms as if the Master Servicer alone were servicing and administering the Mortgage Loans. All actions of each Subservicer performed pursuant to the related subservicing agreement shall be performed as agent of the Master Servicer with the same effect as if performed directly by the Master Servicer. (b) For purposes of this Agreement, the Master Servicer shall be deemed to have received any collections, recoveries, or payments with respect to the Mortgage Loans that are received by the Subservicer regardless of whether the payments are remitted by the Subservicer to the Master Servicer.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer Subservicer pursuant to a subservicing agreement (a "Subservicer"). The agreement; provided, however, that such subservicing arrangement and the terms of the related subservicing agreement must provide for the servicing of the such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, 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. Notwithstanding anything in the provisions of any subservicing agreement or agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer or references reference to actions taken through a Subservicer or otherwise, the Master Servicer shall remain obligated and liable to the Depositor, the Trustee and the Certificateholders for the servicing and administration of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of its such obligation or liability by virtue of the 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. All actions of each Subservicer performed pursuant to the related subservicing agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer. (b) For purposes of this Agreement, the Master Servicer shall be deemed to have received any collections, recoveries, recoveries or payments with respect to the Mortgage Loans that are received by the a Subservicer regardless of whether the such payments are remitted by the Subservicer to the Master Servicer.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer Subservicer pursuant to a subservicing agreement (a "Subservicer"). The agreement; provided, however, that such subservicing arrangement and the terms of the related subservicing agreement must provide for the servicing of the such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunderunder this Agreement. Unless the context otherwise requires, 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. Notwithstanding anything in the provisions of any subservicing agreement or agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer or references reference to actions taken through a Subservicer or otherwise, the Master Servicer shall remain obligated and liable to the Depositor, the Trustee and the Certificateholders for the servicing and administration of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of its such obligation or liability by virtue of the 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. All actions of each Subservicer performed pursuant to the related subservicing agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer. (b) For purposes of this Agreement, the Master Servicer shall be deemed to have received any collections, recoveries, recoveries or payments with respect to the Mortgage Loans that are received by the a Subservicer regardless of whether the such payments are remitted by the Subservicer to the Master Servicer.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer Subservicer pursuant to a subservicing agreement (a "Subservicer"). The agreement; provided, however, that such subservicing arrangement and the terms of the related subservicing agreement must provide for the servicing of the such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunderunder this Agreement; provided, however, that the NIM Insurer shall have consented to such subservicing agreements (which consent shall not be unreasonably withheld). Unless the context otherwise requires, 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. Notwithstanding anything in the provisions of any subservicing agreement or agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer or references reference to actions taken through a Subservicer or otherwise, the Master Servicer shall remain obligated and liable to the Depositor, the Trustee and the Certificateholders for the servicing and administration of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of its such obligation or liability by virtue of the 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. All actions of each Subservicer performed pursuant to the related subservicing agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer. (b) For purposes of this Agreement, the Master Servicer shall be deemed to have received any collections, recoveries, recoveries or payments with respect to the Mortgage Loans that are received by the a Subservicer regardless of whether the such payments are remitted by the Subservicer to the Master Servicer.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer pursuant to a subservicing agreement (a "Subservicer"). The subservicing arrangement and the related subservicing agreement must provide for the servicing of the Non-Designated Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, references in this Agreement to actions taken or to may be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken subserviced by a Subservicer on behalf of the Master related Servicer in accordance with the servicing provisions of this Agreement, provided that the Subservicer is a FNMA-approved lender or a FHLMC seller/servicer in good standing. With respect to the Non-Designated Mortgage Loans, each Servicer may perform any of its servicing responsibilities hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by such Servicer of the Subservicer shall not release such Servicer from any of its obligations hereunder and such Servicer shall remain responsible hereunder for all acts and omissions of the Subservicer as fully as if such acts and omissions were those of such Servicer. With respect to the Non-Designated Mortgage Loans, each Servicer shall pay all fees and expenses of any Subservicer engaged by such Servicer from its own funds. Notwithstanding anything the foregoing, with respect to the Non-Designated Mortgage Loans, each Servicer shall be entitled to outsource one or more separate servicing functions to a Person (each, an “Outsourcer”) that does not meet the eligibility requirements for a Subservicer, so long as such outsourcing does not constitute the delegation of such Servicer’s obligation to perform all or substantially all of the servicing of the related Non-Designated Mortgage Loans to such Outsourcer. In such event, the use by a Servicer of any such Outsourcer shall not release the related Servicer from any of its obligations hereunder and such Servicer shall remain responsible hereunder for all acts and omissions of such Outsourcer as fully as if such acts and omissions were those of such Servicer, and such Servicer shall pay all fees and expenses of the Outsourcer from such Servicer’s own funds. Each Servicer may in connection with its duties as Servicer hereunder enter into transactions with any subservicing agreement of its Affiliates relating to the Mortgage Loans; provided that (a) such Servicer acts (i) in accordance with Accepted Servicing Practices and the terms of this Agreement, and (ii) in the ordinary course of business of such Servicer; and (b) the terms of such transaction are no less favorable to such Servicer than it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate of such Servicer. (b) With respect to any Non-Designated Mortgage Loans, at the cost and expense of a Servicer, without any right of reimbursement from the Depositor, the Trustee, the Trust Administrator or the applicable Collection Account, such Servicer shall be entitled to terminate the rights and responsibilities of its Subservicer and arrange for any servicing responsibilities to be performed by a successor Subservicer meeting the requirements set forth in Section 3.02(a), provided, however, that nothing contained herein shall be deemed to prevent or prohibit such Servicer, at such Servicer’s option, from electing to service the related Non-Designated Mortgage Loans itself. In the event that a Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.01, and if requested to do so by the Trustee or Trust Administrator, such Servicer shall, at its own cost and expense terminate the rights and responsibilities of its Subservicer as soon as is reasonably possible. Each Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of its Subservicer from such Servicer’s own funds without any right of reimbursement from the Depositor, Trustee, Trust Administrator, or the applicable Collection Account. (c) Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Master a Servicer and its Subservicer, or a Subservicer Servicer and its Outsourcer, or references any reference herein to actions taken through a Subservicer the Subservicer, the Outsourcer, or otherwise, the Master related Servicer shall remain obligated and liable not be relieved of its obligations to the Trustee Depositor, Trustee, the Trust Administrator or Certificateholders and Certificateholders for the servicing and administration of the Mortgage Loans in accordance with this Agreement without diminution of its obligation or liability by virtue of the subservicing agreements or arrangements or by virtue of indemnification from the Subservicer and shall be obligated to the same extent and under the same terms and conditions as if the Master Servicer it alone were servicing and administering the related Non-Designated Mortgage Loans. All actions of each Subservicer performed pursuant to the related subservicing agreement Each Servicer shall be performed entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer or Outsourcer, as agent of the Master Servicer with the same effect as if performed directly applicable, by the Master Servicer. (b) such Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, the Master a Servicer shall be deemed to have received any collections, recoveries, recoveries or payments with respect to the related Non-Designated Mortgage Loans that are received by the a related Subservicer regardless of whether the such payments are remitted by the Subservicer to such Servicer. Any Subservicing Agreement and any other transactions or services relating to the Non-Designated Mortgage Loans involving a Subservicer shall be deemed to be between the Subservicer, and the related Servicer alone, and the Depositor, the Trustee, the Trust Administrator, the Master Servicer, the Special Servicer and the other Servicers shall have no obligations, duties or liabilities with respect to a Subservicer including no obligation, duty or liability of the Depositor, Trustee, the Trust Administrator, the Master Servicer, the Special Servicer or other Servicers to pay a Subservicer’s fees and expenses. (d) SPS is hereby authorized to enter into a financing or other facility (any such arrangement, a “Facility”) under which (i) SPS assigns or pledges to another person (a “Lender”) (A) SPS’ rights under this Agreement to be reimbursed for any Advances or Servicing Advances, and (B) any and all rights of SPS under this Agreement resulting from SPS’ performance of its obligations under this Agreement, including, without limitation, any Servicing Fees, Special Servicing Fees, interest income, Ancillary Income, and other payments received by SPS for servicing the SPS Serviced Mortgage Loans or Special Serviced Mortgage Loans and (ii) the Lender agrees to fund some or all Advances and/or Servicing Advances required to be made by SPS pursuant to this Agreement. No consent of the Trustee, Trust Administrator, Certificateholders or any other party is required before SPS may enter into a Facility; provided, however, that the consent of the Trust Administrator shall be required before SPS may cause to be outstanding at one time more than one Facility. Notwithstanding the existence of any Facility, SPS shall remain obligated pursuant to this Agreement to make Advances and Servicing Advances pursuant to and as required by this Agreement, and to perform all duties and obligations of SPS under this Agreement and shall not be relieved of such obligations by virtue of such Facility.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer Subservicer pursuant to a subservicing agreement (a "Subservicer"). The agreement; provided, however, that such subservicing arrangement and the terms of the related subservicing agreement must provide for the servicing of the such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunderunder this Agreement. Unless the context otherwise requires, 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. Notwithstanding anything in the provisions of any subservicing agreement or agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer or references reference to actions taken through a Subservicer or otherwise, the Master Servicer shall remain obligated and liable to the Depositor, the Trustee and the Certificateholders for the servicing and administration of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of its such obligation or liability by virtue of the 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. All actions of each Subservicer performed pursuant to the related subservicing agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer. (b) For purposes of this Agreement, the Master Servicer shall be deemed to have received any collections, recoveries, recoveries or payments with respect to the Mortgage Loans that are received by the a Subservicer regardless of whether the such payments are remitted by the Subservicer to the Master Servicer. (c) Upon the direction of the Master Servicer, the Trustee shall cooperate with any Subservicer in the manner so directed by the Master Servicer; provided, however, that the Trustee shall be under no obligation to take any action or cooperate in any manner with a Subservicer if the Trustee does not have an obligation to take such action or cooperate in such manner with respect to the Master Servicer pursuant to the express terms of this Agreement.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer pursuant to a subservicing agreement (a "Subservicer"). The subservicing arrangement and the related subservicing agreement must provide for the servicing of the Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, references in this Agreement to actions taken or to may be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken subserviced by a Subservicer on behalf of the Master related Servicer in accordance with the servicing provisions of this Agreement, provided that the Subservicer is an approved Fannie Mae or Xxxxxxe Xxc sexxxx/xxrvicer in good standing. A Servicer may perform any of its servicing responsibilities hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by such Servicer of the Subservicer shall not release such Servicer from any of its obligations hereunder and such Servicer shall remain responsible hereunder for all acts and omissions of the Subservicer as fully as if such acts and omissions were those of such Servicer. Each Servicer shall pay all fees and expenses of any Subservicer engaged by such Servicer from its own funds. Notwithstanding anything the foregoing, each Servicer shall be entitled to outsource one or more separate servicing functions to a Person (each, an "Outsourcer") that does not meet the eligibility requirements for a Subservicer, so long as such outsourcing does not constitute the delegation of such Servicer's obligation to perform all or substantially all of the servicing of the related Mortgage Loans to such Outsourcer. In such event, the use by a Servicer of any such Outsourcer shall not release such Servicer from any of its obligations hereunder and such Servicer shall remain responsible hereunder for all acts and omissions of such Outsourcer as fully as if such acts and omissions were those of such Servicer, and such Servicer shall pay all fees and expenses of the Outsourcer from such Servicer's own funds. (b) At the cost and expense of a Servicer, without any right of reimbursement from the Depositor, Trustee, the Trust Fund, or the applicable Collection Account, such Servicer shall be entitled to terminate the rights and responsibilities of its Subservicer and arrange for any servicing responsibilities to be performed by a successor Subservicer meeting the requirements set forth in Section 3.02(a), provided, however, that nothing contained herein shall be deemed to prevent or prohibit such Servicer, at such Servicer's option, from electing to service the related Mortgage Loans itself. In the event that a Servicer's responsibilities and duties under this Agreement are terminated pursuant to Section 7.01, and if requested to do so by the Trustee, such Servicer shall at its own cost and expense terminate the rights and responsibilities of its Subservicer as soon as is reasonably possible. Each Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of its Subservicer from such Servicer's own funds without any subservicing agreement right of reimbursement from the Depositor, Trustee, the Trust Fund, or the Collection Account. (c) Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Master a Servicer and its Subservicer, a Subservicer Servicer and its Outsourcer, or references any reference herein to actions taken through a Subservicer the Subservicer, the Outsourcer, or otherwise, the Master no Servicer shall remain obligated and liable be relieved of its obligations to the Depositor, Trustee or Certificateholders and Certificateholders for the servicing and administration of the Mortgage Loans in accordance with this Agreement without diminution of its obligation or liability by virtue of the subservicing agreements or arrangements or by virtue of indemnification from the Subservicer and shall be obligated to the same extent and under the same terms and conditions as if the Master Servicer it alone were servicing and administering the related Mortgage Loans. All actions of each Subservicer performed pursuant to the related subservicing agreement Each Servicer shall be performed entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer or Outsourcer, as agent of the Master Servicer with the same effect as if performed directly applicable, by the Master Servicer. (b) such Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, the Master a Servicer shall be deemed to have received any collections, recoveries, recoveries or payments with respect to the related Mortgage Loans that are received by the a related Subservicer or Outsourcer, as applicable, regardless of whether the such payments are remitted by the Subservicer or Outsourcer, as applicable, to such Servicer. Any Subservicing Agreement and any other transactions or services relating to the Master ServicerMortgage Loans involving a Subservicer or an Outsourcer shall be deemed to be between the Subservicer or an Outsourcer, and the related Servicer alone, and the Depositor, the Trustee and the other Servicer shall have no obligations, duties or liabilities with respect to a Subservicer including no obligation, duty or liability of the Depositor and Trustee or the Trust Fund to pay a Subservicer's fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer pursuant to a subservicing agreement (a "Subservicer"). The subservicing arrangement and the related subservicing agreement must provide for the servicing of the Non-Designated Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, references in this Agreement to actions taken or to may be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken subserviced by a Subservicer on behalf of the Master related Servicer in accordance with the servicing provisions of this Agreement, provided that the Subservicer is a FNMA-approved lender or a FHLMC seller/servicer in good standing. With respect to the Non-Designated Mortgage Loans, each Servicer may perform any of its servicing responsibilities hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by such Servicer of the Subservicer shall not release such Servicer from any of its obligations hereunder and such Servicer shall remain responsible hereunder for all acts and omissions of the Subservicer as fully as if such acts and omissions were those of such Servicer. With respect to the Non-Designated Mortgage Loans, each Servicer shall pay all fees and expenses of any Subservicer engaged by such Servicer from its own funds. Notwithstanding the foregoing, with respect to the Non-Designated Mortgage Loans, each Servicer shall be entitled to outsource one or more separate servicing functions to a Person (each, an "Outsourcer") that does not meet the eligibility requirements for a Subservicer, so long as such outsourcing does not constitute the delegation of such Servicer's obligation to perform all or substantially all of the servicing of the related Non-Designated Mortgage Loans to such Outsourcer. In such event, the use by a Servicer of any such Outsourcer shall not release the related Servicer from any of its obligations hereunder and such Servicer shall remain responsible hereunder for all acts and omissions of such Outsourcer as fully as if such acts and omissions were those of such Servicer, and such Servicer shall pay all fees and expenses of the Outsourcer from such Servicer's own funds. Each Servicer may in connection with its duties as Servicer hereunder enter into transactions with any of its Affiliates relating to the Non-Designated Mortgage Loans; provided that (a) such Servicer acts (i) in accordance with Accepted Servicing Practices and the terms of this Agreement, and (ii) in the ordinary course of business of such Servicer; and (b) the terms of such transaction are no less favorable to such Servicer than it would obtain in a comparable arm's-length transaction with a Person that is not an Affiliate of such Servicer. Notwithstanding anything the preceding sentence, any such transaction between a Servicer and any of its Affiliates shall not release such Servicer from any of its obligations hereunder and such Servicer shall remain responsible hereunder for all acts and omissions of such Affiliate with respect to such Mortgage Loans serviced by it as fully as if such acts and omissions were those of such Servicer. Any fees and expenses relating to such transaction between such Servicer and its Affiliate that are not otherwise reimbursable to such Servicer pursuant to this Agreement shall be borne by the parties thereto and shall not be an expense or fee of the Trust, the Depositor, the Trustee, the Trust Administrator, the Seller or the Master Servicer. (b) With respect to any Non-Designated Mortgage Loans, at the cost and expense of a Servicer, without any right of reimbursement from the Depositor, the Trustee, the Trust Administrator or the applicable Collection Account, such Servicer shall be entitled to terminate the rights and responsibilities of its Subservicer and arrange for any servicing responsibilities to be performed by a successor Subservicer meeting the requirements set forth in Section 3.02(a), provided, however, that nothing contained herein shall be deemed to prevent or prohibit such Servicer, at such Servicer's option, from electing to service the related Non-Designated Mortgage Loans itself. In the event that a Servicer's responsibilities and duties under this Agreement are terminated pursuant to Section 8.01, and if requested to do so by the Trustee or Trust Administrator or such Servicer shall, at its own cost and expense terminate the rights and responsibilities of its Subservicer as soon as is reasonably possible. Each Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of its Subservicer from such Servicer's own funds without any subservicing agreement right of reimbursement from the Depositor, Trustee, Trust Administrator, or the applicable Collection Account. (c) Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Master a Servicer and a its Subservicer or references a Servicer and its Outsourcer, or any reference herein to actions taken through a Subservicer the Subservicer, the Outsourcer, or otherwise, the Master related Servicer shall remain obligated and liable not be relieved of its obligations to the Trustee Depositor, the Trust, Trustee, the Trust Administrator or Certificateholders and Certificateholders for the servicing and administration of the Mortgage Loans in accordance with this Agreement without diminution of its obligation or liability by virtue of the subservicing agreements or arrangements or by virtue of indemnification from the Subservicer and shall be obligated to the same extent and under the same terms and conditions as if the Master Servicer it alone were servicing and administering the related Non-Designated Mortgage Loans. All actions of each Subservicer performed pursuant to the related subservicing agreement Each Servicer shall be performed entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as agent of the Master Servicer with the same effect as if performed directly by the Master Servicer. (b) applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, the Master a Servicer shall be deemed to have received any collections, recoveries, recoveries or payments with respect to the related Non-Designated Mortgage Loans that are received by the a related Subservicer regardless of whether the such payments are remitted by the Subservicer to such Servicer. Any Subservicing Agreement and any other transactions or services relating to the Non-Designated Mortgage Loans involving a Subservicer shall be deemed to be between the Subservicer, and the related Servicer alone, and the Depositor, the Trustee, the Trust Administrator, the Master Servicer, the other Servicers and the Special Servicer shall have no obligations, duties or liabilities with respect to a Subservicer including no obligation, duty or liability of the Depositor, Trustee, the Trust Administrator, the Master Servicer, the Special Servicer or other Servicers to pay a Subservicer's fees and expenses. (d) SPS is hereby authorized to enter into a financing or other facility (any such arrangement, a "Facility") under which (i) SPS assigns or pledges to another person (a "Lender") (A) SPS's rights under this Agreement to be reimbursed for any Advances or Servicing Advances, and (B) any and all rights of SPS under this Agreement resulting from SPS's performance of its obligations under this Agreement, including, without limitation, any Servicing Fees, interest income, Ancillary Income, and other payments received by SPS for servicing the SPS Serviced Mortgage Loans and (ii) the Lender agrees to fund some or all Advances and/or Servicing Advances required to be made by SPS pursuant to this Agreement. No consent of the Trustee, Trust Administrator, Certificateholders or any other party is required before SPS may enter into a Facility; provided, however, that the consent of the Trust Administrator shall be required before SPS may cause to be outstanding at one time more than one Facility. Notwithstanding the existence of any Facility, SPS shall remain obligated pursuant to this Agreement to make Advances and Servicing Advances pursuant to and as required by this Agreement, and to perform all duties and obligations of SPS under this Agreement and shall not be relieved of such obligations by virtue of such Facility. (e) The Special Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, a "Facility") under which (i) the Special Servicer assigns or pledges to another person (a "Lender") (A) the Special Servicer's rights under this Agreement to be reimbursed for any Advances or Servicing Advances, and (B) any and all rights of the Special Servicer under this Agreement resulting from the Special Servicer's performance of its obligations under this Agreement, including, without limitation, any Servicing Fees, interest income, Ancillary Income, and other payments received by the Special Servicer for servicing the Mortgage Loans and (ii) the Lender agrees to fund some or all Advances and/or Servicing Advances required to be made by the Special Servicer pursuant to this Agreement. No consent of the Trustee, Trust Administrator, Certificateholders or any other party is required before the Special Servicer may enter into a Facility; provided, however, that the consent of the Trust Administrator shall be required before the Special Servicer may cause to be outstanding at one time more than one Facility. Notwithstanding the existence of any Facility, the Special Servicer shall remain obligated pursuant to this Agreement to make Advances and Servicing Advances pursuant to and as required by this Agreement, and to perform all duties and obligations of the Special Servicer under this Agreement and shall not be relieved of such obligations by virtue of such Facility.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer (a "Subservicer") pursuant to a subservicing agreement (reasonably acceptable to the NIM Insurer. The Master Servicer may not enter into any subservicing agreement if as a "Subservicer")result any Class of the Certificates would be downgraded or have their rating withdrawn by any Rating Agency. The subservicing arrangement and the related subservicing agreement must provide for the servicing of the Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, 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. Notwithstanding anything in any subservicing agreement or this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer or references to actions taken through a Subservicer or otherwise, the Master Servicer shall remain obligated and liable to the Trustee and Certificateholders for the servicing and administration of the Mortgage Loans in accordance with this Agreement without diminution of its obligation or liability by virtue of the subservicing agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms as if the Master Servicer alone were servicing and administering the Mortgage Loans. All actions of each Subservicer performed pursuant to the related subservicing agreement shall be performed as agent of the Master Servicer with the same effect as if performed directly by the Master Servicer. The Master Servicer, with the consent of the NIM Insurer, may terminate any subservicing agreement and the rights and obligations of any Subservicer pursuant to any subservicing agreement in accordance with the terms of the subservicing agreement. (b) For purposes of this Agreement, the Master Servicer shall be deemed to have received any collections, recoveries, or payments with respect to the Mortgage Loans that are received by the Subservicer regardless of whether the payments are remitted by the Subservicer to the Master Servicer.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer pursuant to a subservicing agreement (a "Subservicer"). The subservicing arrangement and the related subservicing agreement must provide for the servicing of the Non-Designated Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, references in this Agreement to actions taken or to may be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken subserviced by a Subservicer on behalf of the Master related Servicer in accordance with the servicing provisions of this Agreement, provided that the Subservicer is a FNMA-approved lender or a FHLMC seller/servicer in good standing. With respect to the Non-Designated Mortgage Loans, each Servicer may perform any of its servicing responsibilities hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by such Servicer of the Subservicer shall not release such Servicer from any of its obligations hereunder and such Servicer shall remain responsible hereunder for all acts and omissions of the Subservicer as fully as if such acts and omissions were those of such Servicer. With respect to the Non-Designated Mortgage Loans, each Servicer shall pay all fees and expenses of any Subservicer engaged by such Servicer from its own funds. Notwithstanding the foregoing, with respect to the Non-Designated Mortgage Loans, each Servicer shall be entitled to outsource one or more separate servicing functions to a Person (each, an “Outsourcer”) that does not meet the eligibility requirements for a Subservicer, so long as such outsourcing does not constitute the delegation of such Servicer’s obligation to perform all or substantially all of the servicing of the related Non-Designated Mortgage Loans to such Outsourcer. In such event, the use by a Servicer of any such Outsourcer shall not release the related Servicer from any of its obligations hereunder and such Servicer shall remain responsible hereunder for all acts and omissions of such Outsourcer as fully as if such acts and omissions were those of such Servicer, and such Servicer shall pay all fees and expenses of the Outsourcer from such Servicer’s own funds. Each Servicer may in connection with its duties as Servicer hereunder enter into transactions with any of its Affiliates relating to the Non-Designated Mortgage Loans; provided that (a) such Servicer acts (i) in accordance with Accepted Servicing Practices and the terms of this Agreement, and (ii) in the ordinary course of business of such Servicer; and (b) the terms of such transaction are no less favorable to such Servicer than it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate of such Servicer. Notwithstanding anything the preceding sentence, any such transaction between a Servicer and any of its Affiliates shall not release such Servicer from any of its obligations hereunder and such Servicer shall remain responsible hereunder for all acts and omissions of such Affiliate with respect to such Mortgage Loans serviced by it as fully as if such acts and omissions were those of such Servicer. Any fees and expenses relating to such transaction between such Servicer and its Affiliate that are not otherwise reimbursable to such Servicer pursuant to this Agreement shall be borne by the parties thereto and shall not be an expense or fee of the Trust, the Depositor, the Trustee, the Trust Administrator, the Seller or the Master Servicer. (b) With respect to any Non-Designated Mortgage Loans, at the cost and expense of a Servicer, without any right of reimbursement from the Depositor, the Trustee, the Trust Administrator or the applicable Collection Account, such Servicer shall be entitled to terminate the rights and responsibilities of its Subservicer and arrange for any servicing responsibilities to be performed by a successor Subservicer meeting the requirements set forth in Section 3.02(a), provided, however, that nothing contained herein shall be deemed to prevent or prohibit such Servicer, at such Servicer’s option, from electing to service the related Non-Designated Mortgage Loans itself. In the event that a Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.01, and if requested to do so by the Trustee or Trust Administrator or such Servicer shall, at its own cost and expense terminate the rights and responsibilities of its Subservicer as soon as is reasonably possible. Each Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of its Subservicer from such Servicer’s own funds without any subservicing agreement right of reimbursement from the Depositor, Trustee, Trust Administrator, or the applicable Collection Account. (c) Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Master a Servicer and a its Subservicer or references a Servicer and its Outsourcer, or any reference herein to actions taken through a Subservicer the Subservicer, the Outsourcer, or otherwise, the Master related Servicer shall remain obligated and liable not be relieved of its obligations to the Trustee Depositor, the Trust, Trustee, the Trust Administrator or Certificateholders and Certificateholders for the servicing and administration of the Mortgage Loans in accordance with this Agreement without diminution of its obligation or liability by virtue of the subservicing agreements or arrangements or by virtue of indemnification from the Subservicer and shall be obligated to the same extent and under the same terms and conditions as if the Master Servicer it alone were servicing and administering the related Non-Designated Mortgage Loans. All actions of each Subservicer performed pursuant to the related subservicing agreement Each Servicer shall be performed entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as agent of the Master Servicer with the same effect as if performed directly by the Master Servicer. (b) applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, the Master a Servicer shall be deemed to have received any collections, recoveries, recoveries or payments with respect to the related Non-Designated Mortgage Loans that are received by the a related Subservicer regardless of whether the such payments are remitted by the Subservicer to such Servicer. Any Subservicing Agreement and any other transactions or services relating to the Non-Designated Mortgage Loans involving a Subservicer shall be deemed to be between the Subservicer, and the related Servicer alone, and the Depositor, the Trustee, the Trust Administrator, the Master Servicer, the other Servicers and the Special Servicer shall have no obligations, duties or liabilities with respect to a Subservicer including no obligation, duty or liability of the Depositor, Trustee, the Trust Administrator, the Master Servicer, the Special Servicer or other Servicers to pay a Subservicer’s fees and expenses. (d) SPS is hereby authorized to enter into a financing or other facility (any such arrangement, a “Facility”) under which (i) SPS assigns or pledges to another person (a “Lender”) (A) SPS’s rights under this Agreement to be reimbursed for any Advances or Servicing Advances, and (B) any and all rights of SPS under this Agreement resulting from SPS’s performance of its obligations under this Agreement, including, without limitation, any Servicing Fees, interest income, Ancillary Income, and other payments received by SPS for servicing the SPS Serviced Mortgage Loans and (ii) the Lender agrees to fund some or all Advances and/or Servicing Advances required to be made by SPS pursuant to this Agreement. No consent of the Trustee, Trust Administrator, Certificateholders or any other party is required before SPS may enter into a Facility; provided, however, that the consent of the Trust Administrator shall be required before SPS may cause to be outstanding at one time more than one Facility. Notwithstanding the existence of any Facility, SPS shall remain obligated pursuant to this Agreement to make Advances and Servicing Advances pursuant to and as required by this Agreement, and to perform all duties and obligations of SPS under this Agreement and shall not be relieved of such obligations by virtue of such Facility. (e) The Special Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, a “Facility”) under which (i) the Special Servicer assigns or pledges to another person (a “Lender”) (A) the Special Servicer’s rights under this Agreement to be reimbursed for any Advances or Servicing Advances, and (B) any and all rights of the Special Servicer under this Agreement resulting from the Special Servicer’s performance of its obligations under this Agreement, including, without limitation, any Servicing Fees, interest income, Ancillary Income, and other payments received by the Special Servicer for servicing the Mortgage Loans and (ii) the Lender agrees to fund some or all Advances and/or Servicing Advances required to be made by the Special Servicer pursuant to this Agreement. No consent of the Trustee, Trust Administrator, Certificateholders or any other party is required before the Special Servicer may enter into a Facility; provided, however, that the consent of the Trust Administrator shall be required before the Special Servicer may cause to be outstanding at one time more than one Facility. Notwithstanding the existence of any Facility, the Special Servicer shall remain obligated pursuant to this Agreement to make Advances and Servicing Advances pursuant to and as required by this Agreement, and to perform all duties and obligations of the Special Servicer under this Agreement and shall not be relieved of such obligations by virtue of such Facility.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer pursuant to a subservicing agreement (a "Subservicer"). The subservicing arrangement and the related subservicing agreement must provide for the servicing of the Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, references in this Agreement to actions taken or to may be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken subserviced by a Subservicer on behalf of the Master Servicer or the related Servicer in accordance with the servicing provisions of this Agreement, provided that the Subservicer is a FNMA-approved lender or a FHLMC seller/servicer in good standing. The Master Servicer and each Servicer may perform any of its servicing responsibilities hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer or such Servicer of the Subservicer shall not release the Master Servicer or such Servicer from any of its obligations hereunder and the Master Servicer or such Servicer shall remain responsible hereunder for all acts and omissions of the Subservicer as fully as if such acts and omissions were those of such Master Servicer or Servicer. The Master Servicer and each Servicer shall pay all fees and expenses of any Subservicer engaged by the Master Servicer or such Servicer from its own funds. Notwithstanding anything the foregoing, the Master Servicer and each Servicer shall be entitled to outsource one or more separate servicing functions to a Person (each, an “Outsourcer”) that does not meet the eligibility requirements for a Subservicer, so long as such outsourcing does not constitute the delegation of the Master Servicer’s or such Servicer’s obligation to perform all or substantially all of the servicing of the related Mortgage Loans to such Outsourcer. In such event, the use by the Master Servicer or a Servicer of any such Outsourcer shall not release the Master Servicer or the related Servicer from any of its obligations hereunder and the Master Servicer or such Servicer shall remain responsible hereunder for all acts and omissions of such Outsourcer as fully as if such acts and omissions were those of the Master Servicer or such Servicer, and the Master Servicer or such Servicer shall pay all fees and expenses of the Outsourcer from such Master Servicer or Servicer’s own funds. (b) At the cost and expense of the Master Servicer or a Servicer, without any right of reimbursement from the Depositor, the Trustee, the Trust Administrator or the applicable Collection Account, the Master Servicer or such Servicer shall be entitled to terminate the rights and responsibilities of its Subservicer and arrange for any servicing responsibilities to be performed by a successor Subservicer meeting the requirements set forth in Section 3.02(a), provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master Servicer or such Servicer, at the Master Servicer’s or such Servicer’s option, from electing to service the related Mortgage Loans itself. In the event that the Master Servicer or a Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.01, and if requested to do so by the Trustee or Trust Administrator, the Master Servicer or such Servicer shall, at its own cost and expense terminate the rights and responsibilities of its Subservicer as soon as is reasonably possible. The Master Servicer and each Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of its Subservicer from such Master Servicer or Servicer’s own funds without any subservicing agreement right of reimbursement from the Depositor, Trustee, Trust Administrator, or the applicable Collection Account. (c) Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or a Servicer and its Subservicer, the Master Servicer or a Subservicer Servicer and its Outsourcer, or references any reference herein to actions taken through a Subservicer the Subservicer, the Outsourcer, or otherwise, neither the Master Servicer nor the related Servicer shall remain obligated and liable be relieved of its obligations to the Trustee Depositor, Trustee, the Trust Administrator or Certificateholders and Certificateholders for the servicing and administration of the Mortgage Loans in accordance with this Agreement without diminution of its obligation or liability by virtue of the subservicing agreements or arrangements or by virtue of indemnification from the Subservicer and shall be obligated to the same extent and under the same terms and conditions as if the Master Servicer it alone were servicing and administering the related Mortgage Loans. All actions of The Master Servicer and each Subservicer performed pursuant to the related subservicing agreement Servicer shall be performed as agent entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of the Master Servicer with the same effect or such Servicer or Outsourcer, as if performed directly applicable, by the Master Servicer. (b) such Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, the Master Servicer or a Servicer shall be deemed to have received any collections, recoveries, recoveries or payments with respect to the related Mortgage Loans that are received by the a related Subservicer regardless of whether the such payments are remitted by the Subservicer to the Master Servicer or such Servicer. 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 or the related Servicer alone, and the Depositor, the Trustee, the Trust Administrator and the other Servicers and the Special Servicer shall have no obligations, duties or liabilities with respect to a Subservicer including no obligation, duty or liability of the Depositor, Trustee, the Trust Administrator, the Special Servicer or other Servicers to pay a Subservicer’s fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer pursuant to a subservicing agreement (a "Subservicer"). The subservicing arrangement and the related subservicing agreement must provide for the servicing of the Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, references in this Agreement to actions taken or to may be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken subserviced by a Subservicer on behalf of the Master related Servicer in accordance with the servicing provisions of this Agreement, provided that the Subservicer is a FNMA-approved lender or a FHLMC seller/servicer in good standing, and no event has occurred, including but not limited to a change in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders imposed by FNMA or for seller/servicer imposed by FHLMC, or which would require notification to FNMA or FHLMC. A Servicer may perform any of its servicing responsibilities hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by a Servicer of a Subservicer shall not release such Servicer from any of its obligations hereunder and such Servicer shall remain responsible hereunder for all acts and omissions of a Subservicer as fully as if such acts and omissions were those of a Servicer. The related Servicer shall pay all fees and expenses of any Subservicer engaged by such Servicer from its own funds. Notwithstanding anything the foregoing, each Servicer shall be entitled to outsource one or more separate servicing functions to a Person (each, an “Outsourcer”) that does not meet the eligibility requirements for a Subservicer, so long as such outsourcing does not constitute the delegation of such Servicer’s obligation to perform all or substantially all of the servicing of the related Mortgage Loans to such Outsourcer. In such event, the use by a Servicer of any such Outsourcer shall not release the related Servicer from any of its obligations hereunder and such Servicer shall remain responsible hereunder for all acts and omissions of such Outsourcer as fully as if such acts and omissions were those of the related Servicer, and the related Servicer shall pay all fees and expenses of the Outsourcer from such Servicer’s own funds. (b) At the cost and expense of the related Servicer, without any right of reimbursement from the Depositor, Trustee, or the applicable Collection Account, the related Servicer shall be entitled to terminate the rights and responsibilities of its Subservicer and arrange for any servicing responsibilities to be performed by a successor Subservicer meeting the requirements set forth in Section 3.02(a); provided, however, that nothing contained herein shall be deemed to prevent or prohibit a Servicer, at the related Servicer’s option, from electing to service the related Mortgage Loans itself. In the event that a Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 7.01, and if requested to do so by the Trustee, the related Servicer shall at its own cost and expense terminate the rights and responsibilities of its Subservicer as soon as is reasonably possible. The related Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of its Subservicer from such Servicer’s own funds without any subservicing agreement right of reimbursement from the Depositor, Trustee, or the applicable Collection Account. (c) Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Master a Servicer and its Subservicer, a Subservicer Servicer and its Outsourcer, or references any reference herein to actions taken through a Subservicer the Subservicer, the Outsourcer, or otherwise, the Master no Servicer shall remain obligated and liable be relieved of its obligations to the Depositor, Trustee or Certificateholders and Certificateholders for the servicing and administration of the Mortgage Loans in accordance with this Agreement without diminution of its obligation or liability by virtue of the subservicing agreements or arrangements or by virtue of indemnification from the Subservicer and shall be obligated to the same extent and under the same terms and conditions as if the Master Servicer it alone were servicing and administering the related Mortgage Loans. All actions of each Subservicer performed pursuant to the related subservicing agreement A Servicer shall be performed entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as agent of the Master Servicer with the same effect as if performed directly by the Master Servicer. (b) applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, the Master a Servicer shall be deemed to have received any collections, recoveries, recoveries or payments with respect to the related Mortgage Loans that are received by the a related Subservicer or Outsourcer regardless of whether the such payments are remitted by the Subservicer or Outsourcer to the Master related Servicer. 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 related Servicer alone, and the Depositor, the Trustee and the other Servicer shall have no obligations, duties or liabilities with respect to a Subservicer including no obligation, duty or liability to pay a Subservicer’s fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer pursuant to a subservicing agreement (a "Subservicer"). The subservicing arrangement and the related subservicing agreement must provide for the servicing of the Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, references in this Agreement to actions taken or to may be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken subserviced by a Subservicer on behalf of the Master related Servicer in accordance with the servicing provisions of this Agreement, provided that the Subservicer is an approved Fannie Mae or Freddie Mac seller/servicer in good standing. A Servxxxx xax xerfoxx xxx of its servicing responsibilities hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by such Servicer of the Subservicer shall not release such Servicer from any of its obligations hereunder and such Servicer shall remain responsible hereunder for all acts and omissions of the Subservicer as fully as if such acts and omissions were those of such Servicer. Each Servicer shall pay all fees and expenses of any Subservicer engaged by such Servicer from its own funds. Notwithstanding anything the foregoing, each Servicer shall be entitled to outsource one or more separate servicing functions to a Person (each, an "Outsourcer") that does not meet the eligibility requirements for a Subservicer, so long as such outsourcing does not constitute the delegation of such Servicer's obligation to perform all or substantially all of the servicing of the related Mortgage Loans to such Outsourcer. In such event, the use by a Servicer of any such Outsourcer shall not release such Servicer from any of its obligations hereunder and such Servicer shall remain responsible hereunder for all acts and omissions of such Outsourcer as fully as if such acts and omissions were those of such Servicer, and such Servicer shall pay all fees and expenses of the Outsourcer from such Servicer's own funds. (b) At the cost and expense of a Servicer, without any right of reimbursement from the Depositor, Trustee, the Trust Fund, or the applicable Collection Account, such Servicer shall be entitled to terminate the rights and responsibilities of its Subservicer and arrange for any servicing responsibilities to be performed by a successor Subservicer meeting the requirements set forth in Section 3.02(a), provided, however, that nothing contained herein shall be deemed to prevent or prohibit such Servicer, at such Servicer's option, from electing to service the related Mortgage Loans itself. In the event that a Servicer's responsibilities and duties under this Agreement are terminated pursuant to Section 7.01, and if requested to do so by the Trustee, such Servicer shall at its own cost and expense terminate the rights and responsibilities of its Subservicer as soon as is reasonably possible. Each Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of its Subservicer from such Servicer's own funds without any subservicing agreement right of reimbursement from the Depositor, Trustee, the Trust Fund, or the Collection Account. (c) Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Master a Servicer and its Subservicer, a Subservicer Servicer and its Outsourcer, or references any reference herein to actions taken through a Subservicer the Subservicer, the Outsourcer, or otherwise, the Master no Servicer shall remain obligated and liable be relieved of its obligations to the Depositor, Trustee or Certificateholders and Certificateholders for the servicing and administration of the Mortgage Loans in accordance with this Agreement without diminution of its obligation or liability by virtue of the subservicing agreements or arrangements or by virtue of indemnification from the Subservicer and shall be obligated to the same extent and under the same terms and conditions as if the Master Servicer it alone were servicing and administering the related Mortgage Loans. All actions of each Subservicer performed pursuant to the related subservicing agreement Each Servicer shall be performed entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer or Outsourcer, as agent of the Master Servicer with the same effect as if performed directly applicable, by the Master Servicer. (b) such Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, the Master a Servicer shall be deemed to have received any collections, recoveries, recoveries or payments with respect to the related Mortgage Loans that are received by the a related Subservicer or Outsourcer, as applicable, regardless of whether the such payments are remitted by the Subservicer or Outsourcer, as applicable, to such Servicer. Any Subservicing Agreement and any other transactions or services relating to the Master ServicerMortgage Loans involving a Subservicer or an Outsourcer shall be deemed to be between the Subservicer or an Outsourcer, and the related Servicer alone, and the Depositor, the Trustee and the other Servicer shall have no obligations, duties or liabilities with respect to a Subservicer including no obligation, duty or liability of the Depositor and Trustee or the Trust Fund to pay a Subservicer's fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer pursuant to a subservicing agreement (a "Subservicer"). The subservicing arrangement and the related subservicing agreement must provide for the servicing of the Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, references in this Agreement to actions taken or to may be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken subserviced by a Subservicer on behalf of the Master Servicer in accordance with the servicing provisions of this Agreement, provided that the Subservicer is a FNMA-approved lender or a FHLMC seller/servicer in good standing, and no event has occurred, including but not limited to a change in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders imposed by FNMA or for seller/servicer imposed by FHLMC, or which would require notification to FNMA or FHLMC. The Servicer may perform any of its servicing responsibilities hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by the Servicer of a Subservicer shall not release the Servicer from any of its obligations hereunder and the Servicer shall remain responsible hereunder for all acts and omissions of a Subservicer as fully as if such acts and omissions were those of the Servicer. The Servicer shall pay all fees and expenses of any Subservicer engaged by the Servicer from its own funds. Notwithstanding anything the foregoing, the Servicer shall be entitled to outsource one or more separate servicing functions to a Person (each, an “Outsourcer”) that does not meet the eligibility requirements for a Subservicer, so long as such outsourcing does not constitute the delegation of the Servicer’s obligation to perform all or substantially all of the servicing of the related Mortgage Loans to such Outsourcer. In such event, the use by the Servicer of any such Outsourcer shall not release the Servicer from any of its obligations hereunder and the Servicer shall remain responsible hereunder for all acts and omissions of such Outsourcer as fully as if such acts and omissions were those of the Servicer, and the Servicer shall pay all fees and expenses of the Outsourcer from its own funds. (b) At the cost and expense of the Servicer, without any right of reimbursement from the Depositor, Trustee, or the applicable Collection Account, the Servicer shall be entitled to terminate the rights and responsibilities of its Subservicer and arrange for any servicing responsibilities to be performed by a successor Subservicer meeting the requirements set forth in Section 3.02(a); provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Servicer, at the Servicer’s option, from electing to service the related Mortgage Loans itself. In the event that the Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 7.01, and if requested to do so by the Trustee, the Servicer shall at its own cost and expense terminate the rights and responsibilities of its Subservicer as soon as is reasonably possible. The Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of its Subservicer from the Servicer’s own funds without any subservicing agreement right of reimbursement from the Depositor, Trustee, or the applicable Collection Account. (c) Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer its Subservicer, the Servicer and its Outsourcer, or references any reference herein to actions taken through a Subservicer the Subservicer, the Outsourcer, or otherwise, the Master Servicer shall remain obligated and liable be not relieved of its obligations to the Depositor, Trustee or Certificateholders and Certificateholders for the servicing and administration of the Mortgage Loans in accordance with this Agreement without diminution of its obligation or liability by virtue of the subservicing agreements or arrangements or by virtue of indemnification from the Subservicer and shall be obligated to the same extent and under the same terms and conditions as if the Master Servicer it alone were servicing and administering the related Mortgage Loans. All actions of each Subservicer performed pursuant to the related subservicing agreement The Servicer shall be performed as agent entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of the Master Servicer with the same effect by such Subservicer or Outsourcer, as if performed directly by the Master Servicer. (b) applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, the Master Servicer shall be deemed to have received any collections, recoveries, recoveries or payments with respect to the related Mortgage Loans that are received by the a related Subservicer or Outsourcer regardless of whether the such payments are remitted by the Subservicer or Outsourcer to the Master Servicer. 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 Servicer alone, and the Depositor and the Trustee shall have no obligations, duties or liabilities with respect to a Subservicer including no obligation, duty or liability to pay a Subservicer’s fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer pursuant to a subservicing agreement (a "Subservicer"). The subservicing arrangement and the related subservicing agreement must provide for the servicing of the Non-Designated Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, references in this Agreement to actions taken or to may be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken subserviced by a Subservicer on behalf of the Master related Servicer in accordance with the servicing provisions of this Agreement, provided that the Subservicer is a FNMA-approved lender or a FHLMC seller/servicer in good standing. With respect to the Non-Designated Mortgage Loans, each Servicer may perform any of its servicing responsibilities hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by such Servicer of the Subservicer shall not release such Servicer from any of its obligations hereunder and such Servicer shall remain responsible hereunder for all acts and omissions of the Subservicer as fully as if such acts and omissions were those of such Servicer. With respect to the Non-Designated Mortgage Loans, each Servicer shall pay all fees and expenses of any Subservicer engaged by such Servicer from its own funds. Notwithstanding the foregoing, with respect to the Non-Designated Mortgage Loans, each Servicer shall be entitled to outsource one or more separate servicing functions to a Person (each, an “Outsourcer”) that does not meet the eligibility requirements for a Subservicer, so long as such outsourcing does not constitute the delegation of such Servicer’s obligation to perform all or substantially all of the servicing of the related Non-Designated Mortgage Loans to such Outsourcer. In such event, the use by a Servicer of any such Outsourcer shall not release the related Servicer from any of its obligations hereunder and such Servicer shall remain responsible hereunder for all acts and omissions of such Outsourcer as fully as if such acts and omissions were those of such Servicer, and such Servicer shall pay all fees and expenses of the Outsourcer from such Servicer’s own funds. Each Servicer may in connection with its duties as Servicer hereunder enter into transactions with any of its Affiliates relating to the Mortgage Loans; provided that (a) such Servicer acts (i) in accordance with Accepted Servicing Practices and the terms of this Agreement, and (ii) in the ordinary course of business of such Servicer; and (b) the terms of such transaction are no less favorable to such Servicer than it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate of such Servicer. Notwithstanding anything the preceding sentence, any such transaction between a Servicer and any of its Affiliates shall not release such Servicer from any of its obligations hereunder and such Servicer shall remain responsible hereunder for all acts and omissions of such Affiliate with respect to such Mortgage Loans serviced by it as fully as if such acts and omissions were those of such Servicer. Any fees and expenses relating to such transaction between such Servicer and its Affiliate that are not otherwise reimbursable to such Servicer pursuant to this Agreement shall be borne by the parties thereto and shall not be an expense or fee of the Trust, the Depositor, the Trustee, the Trust Administrator, the Seller or the Master Servicer. (b) With respect to any Non-Designated Mortgage Loans, at the cost and expense of a Servicer, without any right of reimbursement from the Depositor, the Trustee, the Trust Administrator or the applicable Collection Account, such Servicer shall be entitled to terminate the rights and responsibilities of its Subservicer and arrange for any servicing responsibilities to be performed by a successor Subservicer meeting the requirements set forth in Section 3.02(a), provided, however, that nothing contained herein shall be deemed to prevent or prohibit such Servicer, at such Servicer’s option, from electing to service the related Non-Designated Mortgage Loans itself. In the event that a Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.01, and if requested to do so by the Trustee or Trust Administrator or such Servicer shall, at its own cost and expense terminate the rights and responsibilities of its Subservicer as soon as is reasonably possible. Each Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of its Subservicer from such Servicer’s own funds without any subservicing agreement right of reimbursement from the Depositor, Trustee, Trust Administrator, or the applicable Collection Account. (c) Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Master a Servicer and a its Subservicer or references a Servicer and its Outsourcer, or any reference herein to actions taken through a Subservicer the Subservicer, the Outsourcer, or otherwise, the Master related Servicer shall remain obligated and liable not be relieved of its obligations to the Trustee Depositor, the Trust, Trustee, the Trust Administrator or Certificateholders and Certificateholders for the servicing and administration of the Mortgage Loans in accordance with this Agreement without diminution of its obligation or liability by virtue of the subservicing agreements or arrangements or by virtue of indemnification from the Subservicer and shall be obligated to the same extent and under the same terms and conditions as if the Master Servicer it alone were servicing and administering the related Non-Designated Mortgage Loans. All actions of each Subservicer performed pursuant to the related subservicing agreement Each Servicer shall be performed entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as agent of the Master Servicer with the same effect as if performed directly by the Master Servicer. (b) applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, the Master a Servicer shall be deemed to have received any collections, recoveries, recoveries or payments with respect to the related Non-Designated Mortgage Loans that are received by the a related Subservicer regardless of whether the such payments are remitted by the Subservicer to such Servicer. Any Subservicing Agreement and any other transactions or services relating to the Non-Designated Mortgage Loans involving a Subservicer shall be deemed to be between the Subservicer, and the related Servicer alone, and the Depositor, the Trustee, the Trust Administrator, the Master Servicer, the other Servicers and the Special Servicer shall have no obligations, duties or liabilities with respect to a Subservicer including no obligation, duty or liability of the Depositor, Trustee, the Trust Administrator, the Master Servicer, the Special Servicer or other Servicers to pay a Subservicer’s fees and expenses. (d) Fairbanks is hereby authorized to enter into a financing or other facility (any such arrangement, a “Facility”) under which (i) Fairbanks assigns or pledges to another person (a “Lender”) (A) Xxxxxxxx’x rights under this Agreement to be reimbursed for any Advances or Servicing Advances, and (B) any and all rights of Fairbanks under this Agreement resulting from Xxxxxxxx’x performance of its obligations under this Agreement, including, without limitation, any Servicing Fees, interest income, Ancillary Income, and other payments received by Fairbanks for servicing the Fairbanks Serviced Mortgage Loans and (ii) the Lender agrees to fund some or all Advances and/or Servicing Advances required to be made by Fairbanks pursuant to this Agreement. No consent of the Trustee, Trust Administrator, Certificateholders or any other party is required before Fairbanks may enter into a Facility; provided, however, that the consent of the Trust Administrator shall be required before Fairbanks may cause to be outstanding at one time more than one Facility. Notwithstanding the existence of any Facility, Fairbanks shall remain obligated pursuant to this Agreement to make Advances and Servicing Advances pursuant to and as required by this Agreement, and to perform all duties and obligations of Fairbanks under this Agreement and shall not be relieved of such obligations by virtue of such Facility. (e) The Special Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, a “Facility”) under which (i) the Special Servicer assigns or pledges to another person (a “Lender”) (A) the Special Servicer’s rights under this Agreement to be reimbursed for any Advances or Servicing Advances, and (B) any and all rights of the Special Servicer under this Agreement resulting from the Special Servicer’s performance of its obligations under this Agreement, including, without limitation, any Servicing Fees, interest income, Ancillary Income, and other payments received by the Special Servicer for servicing the Mortgage Loans and (ii) the Lender agrees to fund some or all Advances and/or Servicing Advances required to be made by the Special Servicer pursuant to this Agreement. No consent of the Trustee, Trust Administrator, Certificateholders or any other party is required before the Special Servicer may enter into a Facility; provided, however, that the consent of the Trust Administrator shall be required before the Special Servicer may cause to be outstanding at one time more than one Facility. Notwithstanding the existence of any Facility, the Special Servicer shall remain obligated pursuant to this Agreement to make Advances and Servicing Advances pursuant to and as required by this Agreement, and to perform all duties and obligations of the Special Servicer under this Agreement and shall not be relieved of such obligations by virtue of such Facility.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer pursuant to a subservicing agreement (a "Subservicer"). The subservicing arrangement and the related subservicing agreement must provide for the servicing of the Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, references in this Agreement to actions taken or to may be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken subserviced by a Subservicer on behalf of the Master Servicer or the related Servicer in accordance with the servicing provisions of this Agreement, provided that the Subservicer is a FNMA-approved lender or a FHLMC seller/servicer in good standing. The Master Servicer and each Servicer may perform any of its servicing responsibilities hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer or such Servicer of the Subservicer shall not release the Master Servicer or such Servicer from any of its obligations hereunder and the Master Servicer or such Servicer shall remain responsible hereunder for all acts and omissions of the Subservicer as fully as if such acts and omissions were those of such Master Servicer or Servicer. The Master Servicer and each Servicer shall pay all fees and expenses of any Subservicer engaged by the Master Servicer or such Servicer from its own funds. Notwithstanding anything the foregoing, the Master Servicer and each Servicer shall be entitled to outsource one or more separate servicing functions to a Person (each, an "Outsourcer") that does not meet the eligibility requirements for a Subservicer, so long as such outsourcing does not constitute the delegation of the Master Servicer's or such Servicer's obligation to perform all or substantially all of the servicing of the related Mortgage Loans to such Outsourcer. In such event, the use by the Master Servicer or a Servicer of any such Outsourcer shall not release the Master Servicer or the related Servicer from any of its obligations hereunder and the Master Servicer or such Servicer shall remain responsible hereunder for all acts and omissions of such Outsourcer as fully as if such acts and omissions were those of the Master Servicer or such Servicer, and the Master Servicer or such Servicer shall pay all fees and expenses of the Outsourcer from such Master Servicer or Servicer's own funds. (b) At the cost and expense of the Master Servicer or a Servicer, without any right of reimbursement from the Depositor, the Trustee, the Trust Administrator or the applicable Collection Account, the Master Servicer or such Servicer shall be entitled to terminate the rights and responsibilities of its Subservicer and arrange for any servicing responsibilities to be performed by a successor Subservicer meeting the requirements set forth in Section 3.02(a), provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master Servicer or such Servicer, at the Master Servicer's or such Servicer's option, from electing to service the related Mortgage Loans itself. In the event that the Master Servicer or a Servicer's responsibilities and duties under this Agreement are terminated pursuant to Section 8.01, and if requested to do so by the Trustee or Trust Administrator, the Master Servicer or such Servicer shall, at its own cost and expense terminate the rights and responsibilities of its Subservicer as soon as is reasonably possible. The Master Servicer and each Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of its Subservicer from such Master Servicer or Servicer's own funds without any subservicing agreement right of reimbursement from the Depositor, Trustee, Trust Administrator, or the applicable Collection Account. (c) Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or a Servicer and its Subservicer, the Master Servicer or a Subservicer Servicer and its Outsourcer, or references any reference herein to actions taken through a Subservicer the Subservicer, the Outsourcer, or otherwise, neither the Master Servicer nor the related Servicer shall remain obligated and liable be relieved of its obligations to the Trustee Depositor, Trustee, the Trust Administrator or Certificateholders and Certificateholders for the servicing and administration of the Mortgage Loans in accordance with this Agreement without diminution of its obligation or liability by virtue of the subservicing agreements or arrangements or by virtue of indemnification from the Subservicer and shall be obligated to the same extent and under the same terms and conditions as if the Master Servicer it alone were servicing and administering the related Mortgage Loans. All actions of The Master Servicer and each Subservicer performed pursuant to the related subservicing agreement Servicer shall be performed as agent entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of the Master Servicer with the same effect or such Servicer or Outsourcer, as if performed directly applicable, by the Master Servicer. (b) such Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, the Master Servicer or a Servicer shall be deemed to have received any collections, recoveries, recoveries or payments with respect to the related Mortgage Loans that are received by the a related Subservicer regardless of whether the such payments are remitted by the Subservicer to the Master Servicer or such Servicer. 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 or the related Servicer alone, and the Depositor, the Trustee, the Trust Administrator and the other Servicers and the Special Servicer shall have no obligations, duties or liabilities with respect to a Subservicer including no obligation, duty or liability of the Depositor, Trustee, the Trust Administrator, the Special Servicer or other Servicers to pay a Subservicer's fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer pursuant to a subservicing agreement (a "Subservicer"). The subservicing arrangement and the related subservicing agreement must provide for the servicing of the Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, references in this Agreement to actions taken or to may be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken subserviced by a Subservicer on behalf of the Master Servicer or the related Servicer in accordance with the servicing provisions of this Agreement, provided that the Subservicer is a FNMA-approved lender or a FHLMC seller/servicer in good standing. The Master Servicer and each Servicer may perform any of its servicing responsibilities hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer or such Servicer of the Subservicer shall not release the Master Servicer or such Servicer from any of its obligations hereunder and the Master Servicer or such Servicer shall remain responsible hereunder for all acts and omissions of the Subservicer as fully as if such acts and omissions were those of such Master Servicer or Servicer. The Master Servicer and each Servicer shall pay all fees and expenses of any Subservicer engaged by the Master Servicer or such Servicer from its own funds. Notwithstanding anything the foregoing, the Master Servicer and each Servicer shall be entitled to outsource one or more separate servicing functions to a Person (each, an “Outsourcer”) that does not meet the eligibility requirements for a Subservicer, so long as such outsourcing does not constitute the delegation of the Master Servicer’s or such Servicer’s obligation to perform all or substantially all of the servicing of the related Mortgage Loans to such Outsourcer. In such event, the use by the Master Servicer or a Servicer of any such Outsourcer shall not release the Master Servicer or the related Servicer from any of its obligations hereunder and the Master Servicer or such Servicer shall remain responsible hereunder for all acts and omissions of such Outsourcer as fully as if such acts and omissions were those of the Master Servicer or such Servicer, and the Master Servicer or such Servicer shall pay all fees and expenses of the Outsourcer from such Master Servicer or Servicer’s own funds. (b) At the cost and expense of the Master Servicer or a Servicer, without any right of reimbursement from the Depositor, the Trustee, the Trust Administrator or the applicable Collection Account, the Master Servicer or such Servicer shall be entitled to terminate the rights and responsibilities of its Subservicer and arrange for any servicing responsibilities to be performed by a successor Subservicer meeting the requirements set forth in Section 3.02(a), provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master Servicer or such Servicer, at the Master Servicer’s or such Servicer’s option, from electing to service the related Mortgage Loans itself. In the event that the Master Servicer or a Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.01, and if requested to do so by the Trustee or Trust Administrator, the Master Servicer or such Servicer shall, at its own cost and expense terminate the rights and responsibilities of its Subservicer as soon as is reasonably possible. The Master Servicer and each Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of its Subservicer from such Master Servicer or Servicer’s own funds without any subservicing agreement right of reimbursement from the Depositor, Trustee, Trust Administrator, or the applicable Collection Account. (c) Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or a Servicer and its Subservicer, the Master Servicer or a Subservicer Servicer and its Outsourcer, or references any reference herein to actions taken through a Subservicer the Subservicer, the Outsourcer, or otherwise, neither the Master Servicer nor the related Servicer shall remain obligated and liable be relieved of its obligations to the Trustee Depositor, Trustee, the Trust Administrator or Certificateholders and Certificateholders for the servicing and administration of the Mortgage Loans in accordance with this Agreement without diminution of its obligation or liability by virtue of the subservicing agreements or arrangements or by virtue of indemnification from the Subservicer and shall be obligated to the same extent and under the same terms and conditions as if the Master Servicer it alone were servicing and administering the related Mortgage Loans. All actions of The Master Servicer and each Subservicer performed pursuant to the related subservicing agreement Servicer shall be performed as agent entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of the Master Servicer with the same effect or such Servicer or Outsourcer, as if performed directly applicable, by the Master Servicer. (b) such Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, the Master Servicer or a Servicer shall be deemed to have received any collections, recoveries, recoveries or payments with respect to the related Mortgage Loans that are received by the a related Subservicer regardless of whether the such payments are remitted by the Subservicer to the Master Servicer or such Servicer. 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 or the related Servicer alone, and the Depositor, the Trustee, the Trust Administrator and the other Servicers and the Special Servicer shall have no obligations, duties or liabilities with respect to a Subservicer including no obligation, duty or liability of the Depositor, Trustee, the Trust Administrator, the Special Servicer or other Servicers to pay a Subservicer’s fees and expenses. (d) Fairbanks is hereby authorized to enter into a financing or other facility (any such arrangement, a “Facility”) under which (i) Fairbanks assigns or pledges to another person (a “Lender”) (A) Xxxxxxxx’x rights under this Agreement to be reimbursed for any Advances or Servicing Advances, and (B) any and all rights of Fairbanks under this Agreement resulting from Xxxxxxxx’x performance of its obligations under this Agreement, including, without limitation, any Servicing Fees, Special Servicing Fees, interest income, Ancillary Income, and other payments received by Fairbanks for servicing the Fairbanks Serviced Mortgage Loans or Special Serviced Mortgage Loans and (ii) the Lender agrees to fund some or all Advances and/or Servicing Advances required to be made by Fairbanks pursuant to this Agreement. No consent of the Trustee, Trust Administrator, Certificateholders or any other party is required before Fairbanks may enter into a Facility; provided, however, that the consent of each of the Trustee and Trust Administrator shall be required before Fairbanks may cause to be outstanding at one time more than one Facility. Notwithstanding the existence of any Facility, Fairbanks shall remain obligated pursuant to this Agreement to make Advances and Servicing Advances pursuant to and as required by this Agreement, and to perform all duties and obligations of Fairbanks under this Agreement and shall not be relieved of such obligations by virtue of such Facility.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer pursuant to a subservicing agreement (a "Subservicer"). The subservicing arrangement and the related subservicing agreement must provide for the servicing of the Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, references in this Agreement to actions taken or to may be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken subserviced by a Subservicer on behalf of the Master related Servicer in accordance with the servicing provisions of this Agreement, provided that the Subservicer is a FNMA-approved lender or a FHLMC seller/servicer in good standing, and no event has occurred, including but not limited to a change in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders imposed by FNMA or for seller/servicer imposed by FHLMC, or which would require notification to FNMA or FHLMC. A Servicer may perform any of its servicing responsibilities hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by a Servicer of a Subservicer shall not release such Servicer from any of its obligations hereunder and such Servicer shall remain responsible hereunder for all acts and omissions of a Subservicer as fully as if such acts and omissions were those of a Servicer. With respect to the Mortgage Loans, the related Servicer shall pay all fees and expenses of any Subservicer engaged by such Servicer from its own funds. A Servicer shall not permit a Subservicer to perform any servicing responsibilities hereunder with respect to the Mortgage Loans unless that Subservicer first agrees in writing with such Servicer to deliver an Assessment of Compliance and an Accountant’s Attestation in such manner and at such times that permits that Servicer to comply with Section 3.18(ii) of this Agreement. Notwithstanding anything the foregoing, with respect to the Mortgage Loans, each Servicer shall be entitled to outsource one or more separate servicing functions to a Person (each, an “Outsourcer”) that does not meet the eligibility requirements for a Subservicer, so long as such outsourcing does not constitute the delegation of such Servicer’s obligation to perform all or substantially all of the servicing of the related Mortgage Loans to such Outsourcer. In such event, the use by a Servicer of any such Outsourcer shall not release the related Servicer from any of its obligations hereunder and such Servicer shall remain responsible hereunder for all acts and omissions of such Outsourcer as fully as if such acts and omissions were those of the related Servicer, and the related Servicer shall pay all fees and expenses of the Outsourcer from such Servicer’s own funds. A Servicer shall not outsource one or more separate servicing functions hereunder with respect to the Mortgage Loans to any Subcontractor unless that Subcontractor first agrees in writing with such Servicer to deliver an Assessment of Compliance and an Accountant’s Attestation in such manner and at such times that permits that Servicer to comply with Section 3.18(ii) of this Agreement. (b) With respect to any subservicing agreement Mortgage Loans, the cost and expense of the related Servicer, without any right of reimbursement from the Depositor, Trustee, or the applicable Collection Account, the related Servicer shall be entitled to terminate the rights and responsibilities of its Subservicer and arrange for any servicing responsibilities to be performed by a successor Subservicer meeting the requirements set forth in Section 3.02(a); provided, however, that nothing contained herein shall be deemed to prevent or prohibit a Servicer, at the related Servicer’s option, from electing to service the related Mortgage Loans itself. In the event that a Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 7.01, and if requested to do so by the Trustee, the related Servicer shall at its own cost and expense terminate the rights and responsibilities of its Subservicer as soon as is reasonably possible. The related Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of its Subservicer from such Servicer’s own funds without any right of reimbursement from the Depositor, Trustee, or the applicable Collection Account. (c) Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Master a Servicer and its Subservicer, a Subservicer Servicer and its Outsourcer, or references any reference herein to actions taken through a Subservicer the Subservicer, the Outsourcer, or otherwise, the Master no Servicer shall remain obligated and liable be relieved of its obligations to the Depositor, Trustee or Certificateholders and Certificateholders for the servicing and administration of the Mortgage Loans in accordance with this Agreement without diminution of its obligation or liability by virtue of the subservicing agreements or arrangements or by virtue of indemnification from the Subservicer and shall be obligated to the same extent and under the same terms and conditions as if the Master Servicer it alone were servicing and administering the related Mortgage Loans. All actions of each Subservicer performed pursuant to the related subservicing agreement A Servicer shall be performed entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as agent of the Master Servicer with the same effect as if performed directly by the Master Servicer. (b) applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, the Master a Servicer shall be deemed to have received any collections, recoveries, recoveries or payments with respect to the related Mortgage Loans that are received by the a related Subservicer or Outsourcer regardless of whether the such payments are remitted by the Subservicer or Outsourcer to related Servicer. Any Subservicing Agreement and any other transactions or services relating to the Master ServicerMortgage Loans involving a Subservicer shall be deemed to be between the Subservicer and the related Servicer alone, and the Depositor, the Trustee and the other Servicers shall have no obligations, duties or liabilities with respect to a Subservicer including no obligation, duty or liability to pay a Subservicer’s fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer pursuant to a subservicing agreement (a "Subservicer"). The subservicing arrangement and the related subservicing agreement must provide for the servicing of the Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, references in this Agreement to actions taken or to may be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken subserviced by a Subservicer on behalf of the Master related Servicer in accordance with the servicing provisions of this Agreement, provided that the Subservicer is a FNMA-approved lender or a FHLMC seller/servicer in good standing, and no event has occurred, including but not limited to a change in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders imposed by FNMA or for seller/servicer imposed by FHLMC, or which would require notification to FNMA or FHLMC. A Servicer may perform any of its servicing responsibilities hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by a Servicer of a Subservicer shall not release such Servicer from any of its obligations hereunder and such Servicer shall remain responsible hereunder for all acts and omissions of a Subservicer as fully as if such acts and omissions were those of a Servicer. The related Servicer shall pay all fees and expenses of any Subservicer engaged by such Servicer from its own funds. Notwithstanding anything the foregoing, each Servicer shall be entitled to outsource one or more separate servicing functions to a Person (each, an “Outsourcer”) that does not meet the eligibility requirements for a Subservicer, so long as such outsourcing does not constitute the delegation of such Servicer’s obligation to perform all or substantially all of the servicing of the related Mortgage Loans to such Outsourcer. In such event, the use by a Servicer of any such Outsourcer shall not release the related Servicer from any of its obligations hereunder and such Servicer shall remain responsible hereunder for all acts and omissions of such Outsourcer as fully as if such acts and omissions were those of the related Servicer, and the related Servicer shall pay all fees and expenses of the Outsourcer from such Servicer’s own funds. (b) At the cost and expense of the related Servicer, without any right of reimbursement from the Depositor, Trustee, or the applicable Collection Account, the related Servicer shall be entitled to terminate the rights and responsibilities of its Subservicer and arrange for any servicing responsibilities to be performed by a successor Subservicer meeting the requirements set forth in Section 3.02(a); provided, however, that nothing contained herein shall be deemed to prevent or prohibit a Servicer, at the related Servicer’s option, from electing to service the related Mortgage Loans itself. In the event that a Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 7.01, and if requested to do so by the Trustee, the related Servicer shall at its own cost and expense terminate the rights and responsibilities of its Subservicer as soon as is reasonably possible. The related Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of its Subservicer from such Servicer’s own funds without any subservicing agreement right of reimbursement from the Depositor, Trustee, or the applicable Collection Account. (c) Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Master a Servicer and its Subservicer, a Subservicer Servicer and its Outsourcer, or references any reference herein to actions taken through a Subservicer the Subservicer, the Outsourcer, or otherwise, the Master no Servicer shall remain obligated and liable be relieved of its obligations to the Depositor, Trustee or Certificateholders and Certificateholders for the servicing and administration of the Mortgage Loans in accordance with this Agreement without diminution of its obligation or liability by virtue of the subservicing agreements or arrangements or by virtue of indemnification from the Subservicer and shall be obligated to the same extent and under the same terms and conditions as if the Master Servicer it alone were servicing and administering the related Mortgage Loans. All actions of each Subservicer performed pursuant to the related subservicing agreement A Servicer shall be performed entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as agent of the Master Servicer with the same effect as if performed directly by the Master Servicer. (b) applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, the Master a Servicer shall be deemed to have received any collections, recoveries, recoveries or payments with respect to the related Mortgage Loans that are received by the a related Subservicer or Outsourcer regardless of whether the such payments are remitted by the Subservicer or Outsourcer to related Servicer. Any Subservicing Agreement and any other transactions or services relating to the Master ServicerMortgage Loans involving a Subservicer shall be deemed to be between the Subservicer and the related Servicer alone, and the Depositor, the Trustee and the other Servicer shall have no obligations, duties or liabilities with respect to a Subservicer including no obligation, duty or liability to pay a Subservicer’s fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer pursuant to a subservicing agreement (a "Subservicer"). The ; provided, however, that such subservicing arrangement and the terms of the related subservicing agreement must provide for the servicing of the such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, 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. Notwithstanding anything in the provisions of any subservicing agreement or agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer or references to actions taken through a Subservicer or otherwise, the Master Servicer shall remain obligated and liable to the Trustee and Certificateholders for the servicing and administration of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of its such obligation or liability by virtue of the 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. All actions of each Subservicer performed pursuant to the related subservicing agreement shall be performed as agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer. (b) For purposes of this Agreement, the Master Servicer shall be deemed to have received any collections, recoveries, recoveries or payments with respect to the Mortgage Loans that are received by the Subservicer regardless of whether the such payments are remitted by the such Subservicer to the Master Servicer.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer pursuant to a subservicing agreement (a "Subservicer"). The subservicing arrangement and the related subservicing agreement must provide for the servicing of the Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, references in this Agreement to actions taken or to may be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken subserviced by a Subservicer on behalf of the Master Servicer or the related Servicer in accordance with the servicing provisions of this Agreement, provided that the Subservicer is a FNMA-approved lender or a FHLMC seller/servicer in good standing. The Master Servicer and each Servicer may perform any of its servicing responsibilities hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer or such Servicer of the Subservicer shall not release the Master Servicer or such Servicer from any of its obligations hereunder and the Master Servicer or such Servicer shall remain responsible hereunder for all acts and omissions of the Subservicer as fully as if such acts and omissions were those of such Servicer. The Master Servicer and each Servicer shall pay all fees and expenses of any Subservicer engaged by the Master Servicer or such Servicer from its own funds. Notwithstanding anything the foregoing, the Master Servicer and each Servicer shall be entitled to outsource one or more separate servicing functions to a Person (each, an "Outsourcer") that does not meet the eligibility requirements for a Subservicer, so long as such outsourcing does not constitute the delegation of the Master Servicer's or such Servicer's obligation to perform all or substantially all of the servicing of the related Mortgage Loans to such Outsourcer. In such event, the use by the Master Servicer or a Servicer of any such Outsourcer shall not release the Master Servicer or the related Servicer from any of its obligations hereunder and the Master Servicer or such Servicer shall remain responsible hereunder for all acts and omissions of such Outsourcer as fully as if such acts and omissions were those of such Servicer, and the Master Servicer or such Servicer shall pay all fees and expenses of the Outsourcer from such Servicer's own funds. (b) At the cost and expense of the Master Servicer or a Servicer, without any right of reimbursement from the Depositor, the Trustee, the Trust Administrator or the applicable Collection Account, the Master Servicer or such Servicer shall be entitled to terminate the rights and responsibilities of its Subservicer and arrange for any servicing responsibilities to be performed by a successor Subservicer meeting the requirements set forth in Section 3.02(a), provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master Servicer or such Servicer, at the Master Servicer's or such Servicer's option, from electing to service the related Mortgage Loans itself. In the event that the Master Servicer or a Servicer's responsibilities and duties under this Agreement are terminated pursuant to Section 8.01, and if requested to do so by the Trustee or Trust Administrator, the Master Servicer or such Servicer shall, at its own cost and expense terminate the rights and responsibilities of its Subservicer as soon as is reasonably possible. The Master Servicer and each Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of its Subservicer from such Servicer's own funds without any subservicing agreement right of reimbursement from the Depositor, Trustee, Trust Administrator, or the applicable Collection Account. (c) Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or a Servicer and its Subservicer, the Master Servicer or a Subservicer Servicer and its Outsourcer, or references any reference herein to actions taken through a Subservicer the Subservicer, the Outsourcer, or otherwise, neither the Master Servicer nor the related Servicer shall remain obligated and liable be relieved of its obligations to the Trustee Depositor, Trustee, the Trust Administrator or Certificateholders and Certificateholders for the servicing and administration of the Mortgage Loans in accordance with this Agreement without diminution of its obligation or liability by virtue of the subservicing agreements or arrangements or by virtue of indemnification from the Subservicer and shall be obligated to the same extent and under the same terms and conditions as if the Master Servicer it alone were servicing and administering the related Mortgage Loans. All actions of The Master Servicer and each Subservicer performed pursuant to the related subservicing agreement Servicer shall be performed as agent entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of the Master Servicer with the same effect or such Servicer or Outsourcer, as if performed directly applicable, by the Master Servicer. (b) such Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, the Master Servicer or a Servicer shall be deemed to have received any collections, recoveries, recoveries or payments with respect to the related Mortgage Loans that are received by the a related Subservicer regardless of whether the such payments are remitted by the Subservicer to the Master Servicer or such Servicer. 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 or the related Servicer alone, and the Depositor, the Trustee, the Trust Administrator and the other Servicers and the Special Servicer shall have no obligations, duties or liabilities with respect to a Subservicer including no obligation, duty or liability of the Depositor, Trustee, the Trust Administrator, the Special Servicer or other Servicers to pay a Subservicer's fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer pursuant to a subservicing agreement (a "Subservicer"). The subservicing arrangement and the related subservicing agreement must provide for the servicing of the Non-Designated Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, references in this Agreement to actions taken or to may be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken subserviced by a Subservicer on behalf of the Master Servicer or the related Servicer in accordance with the servicing provisions of this Agreement, provided that the Subservicer is a FNMA-approved lender or a FHLMC seller/servicer in good standing. With respect to the Non-Designated Mortgage Loans, the Master Servicer and each Servicer may perform any of its servicing responsibilities hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer or such Servicer of the Subservicer shall not release the Master Servicer or such Servicer from any of its obligations hereunder and the Master Servicer or such Servicer shall remain responsible hereunder for all acts and omissions of the Subservicer as fully as if such acts and omissions were those of such Master Servicer or Servicer. With respect to the Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall pay all fees and expenses of any Subservicer engaged by the Master Servicer or such Servicer from its own funds. Notwithstanding anything the foregoing, with respect to the Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall be entitled to outsource one or more separate servicing functions to a Person (each, an “Outsourcer”) that does not meet the eligibility requirements for a Subservicer, so long as such outsourcing does not constitute the delegation of the Master Servicer’s or such Servicer’s obligation to perform all or substantially all of the servicing of the related Non-Designated Mortgage Loans to such Outsourcer. In such event, the use by the Master Servicer or a Servicer of any such Outsourcer shall not release the Master Servicer or the related Servicer from any of its obligations hereunder and the Master Servicer or such Servicer shall remain responsible hereunder for all acts and omissions of such Outsourcer as fully as if such acts and omissions were those of the Master Servicer or such Servicer, and the Master Servicer or such Servicer shall pay all fees and expenses of the Outsourcer from such Master Servicer or Servicer’s own funds. Each Servicer may in connection with its duties as Servicer hereunder enter into transactions with any subservicing agreement of its Affiliates relating to the Mortgage Loans; provided that (a) such Servicer acts (i) in accordance with Accepted Servicing Practices and the terms of this Agreement, and (ii) in the ordinary course of business of such Servicer; and (b) the terms of such transaction are no less favorable to such Servicer than it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate of such Servicer. (b) With respect to any Non-Designated Mortgage Loans, at the cost and expense of the Master Servicer or a Servicer, without any right of reimbursement from the Depositor, the Trustee, the Trust Administrator or the applicable Collection Account, the Master Servicer or such Servicer shall be entitled to terminate the rights and responsibilities of its Subservicer and arrange for any servicing responsibilities to be performed by a successor Subservicer meeting the requirements set forth in Section 3.02(a), provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master Servicer or such Servicer, at the Master Servicer’s or such Servicer’s option, from electing to service the related Non-Designated Mortgage Loans itself. In the event that the Master Servicer or a Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.01, and if requested to do so by the Trustee or Trust Administrator, the Master Servicer or such Servicer shall, at its own cost and expense terminate the rights and responsibilities of its Subservicer as soon as is reasonably possible. The Master Servicer and each Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of its Subservicer from such Master Servicer or Servicer’s own funds without any right of reimbursement from the Depositor, Trustee, Trust Administrator, or the applicable Collection Account. (c) Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or a Servicer and its Subservicer, the Master Servicer or a Subservicer Servicer and its Outsourcer, or references any reference herein to actions taken through a Subservicer the Subservicer, the Outsourcer, or otherwise, neither the Master Servicer nor the related Servicer shall remain obligated and liable be relieved of its obligations to the Trustee Depositor, Trustee, the Trust Administrator or Certificateholders and Certificateholders for the servicing and administration of the Mortgage Loans in accordance with this Agreement without diminution of its obligation or liability by virtue of the subservicing agreements or arrangements or by virtue of indemnification from the Subservicer and shall be obligated to the same extent and under the same terms and conditions as if the Master Servicer it alone were servicing and administering the related Non-Designated Mortgage Loans. All actions of The Master Servicer and each Subservicer performed pursuant to the related subservicing agreement Servicer shall be performed as agent entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of the Master Servicer with the same effect or such Servicer or Outsourcer, as if performed directly applicable, by the Master Servicer. (b) such Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, the Master Servicer or a Servicer shall be deemed to have received any collections, recoveries, recoveries or payments with respect to the related Non-Designated Mortgage Loans that are received by the a related Subservicer regardless of whether the such payments are remitted by the Subservicer to the Master Servicer or such Servicer. Any Subservicing Agreement and any other transactions or services relating to the Non-Designated Mortgage Loans involving a Subservicer shall be deemed to be between the Subservicer, and the Master Servicer or the related Servicer alone, and the Depositor, the Trustee, the Trust Administrator and the other Servicers and the Special Servicer shall have no obligations, duties or liabilities with respect to a Subservicer including no obligation, duty or liability of the Depositor, Trustee, the Trust Administrator, the Special Servicer or other Servicers to pay a Subservicer’s fees and expenses. (d) Fairbanks is hereby authorized to enter into a financing or other facility (any such arrangement, a “Facility”) under which (i) Fairbanks assigns or pledges to another person (a “Lender”) (A) Xxxxxxxx’x rights under this Agreement to be reimbursed for any Advances or Servicing Advances, and (B) any and all rights of Fairbanks under this Agreement resulting from Xxxxxxxx’x performance of its obligations under this Agreement, including, without limitation, any Servicing Fees, Special Servicing Fees, interest income, Ancillary Income, and other payments received by Fairbanks for servicing the Fairbanks Serviced Mortgage Loans or Special Serviced Mortgage Loans and (ii) the Lender agrees to fund some or all Advances and/or Servicing Advances required to be made by Fairbanks pursuant to this Agreement. No consent of the Trustee, Trust Administrator, Certificateholders or any other party is required before Xxxxxxxxx xxx enter into a Facility; provided, however, that the consent of each of the Trustee and Trust Administrator shall be required before Fairbanks may cause to be outstanding at one time more than one Facility. Notwithstanding the existence of any Facility, Fairbanks shall remain obligated pursuant to this Agreement to make Advances and Servicing Advances pursuant to and as required by this Agreement, and to perform all duties and obligations of Fairbanks under this Agreement and shall not be relieved of such obligations by virtue of such Facility.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer pursuant to a subservicing agreement (a "Subservicer"). The subservicing arrangement and the related subservicing agreement must provide for the servicing of the Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, references in this Agreement to actions taken or to may be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken subserviced by a Subservicer on behalf of the Master related Servicer in accordance with the servicing provisions of this Agreement, provided that the Subservicer is an approved Xxxxxx Xxx or Xxxxxxx Mac seller/servicer in good standing. A Servicer may perform any of its servicing responsibilities hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by such Servicer of the Subservicer shall not release such Servicer from any of its obligations hereunder and such Servicer shall remain responsible hereunder for all acts and omissions of the Subservicer as fully as if such acts and omissions were those of such Servicer. Each Servicer shall pay all fees and expenses of any Subservicer engaged by such Servicer from its own funds. Notwithstanding anything the foregoing, each Servicer shall be entitled to outsource one or more separate servicing functions to a Person (each, an “Outsourcer”) that does not meet the eligibility requirements for a Subservicer, so long as such outsourcing does not constitute the delegation of such Servicer’s obligation to perform all or substantially all of the servicing of the related Mortgage Loans to such Outsourcer. In such event, the use by a Servicer of any such Outsourcer shall not release such Servicer from any of its obligations hereunder and such Servicer shall remain responsible hereunder for all acts and omissions of such Outsourcer as fully as if such acts and omissions were those of such Servicer, and such Servicer shall pay all fees and expenses of the Outsourcer from such Servicer’s own funds. (b) At the cost and expense of a Servicer, without any right of reimbursement from the Depositor, Trustee, the Trust Fund, or the Collection Account, such Servicer shall be entitled to terminate the rights and responsibilities of its Subservicer and arrange for any servicing responsibilities to be performed by a successor Subservicer meeting the requirements set forth in Section 3.02(a), provided, however, that nothing contained herein shall be deemed to prevent or prohibit such Servicer, at such Servicer’s option, from electing to service the related Mortgage Loans itself. In the event that a Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 7.01, and if requested to do so by the Trustee, such Servicer shall at its own cost and expense terminate the rights and responsibilities of its Subservicer as soon as is reasonably possible. Each Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of its Subservicer from such Servicer’s own funds without any subservicing agreement right of reimbursement from the Depositor, Trustee, the Trust Fund, or the Collection Account. (c) Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Master a Servicer and its Subservicer, a Subservicer Servicer and its Outsourcer, or references any reference herein to actions taken through a Subservicer the Subservicer, the Outsourcer, or otherwise, the Master no Servicer shall remain obligated and liable be relieved of its obligations to the Depositor, Trustee or Certificateholders and Certificateholders for the servicing and administration of the Mortgage Loans in accordance with this Agreement without diminution of its obligation or liability by virtue of the subservicing agreements or arrangements or by virtue of indemnification from the Subservicer and shall be obligated to the same extent and under the same terms and conditions as if the Master Servicer it alone were servicing and administering the related Mortgage Loans. All actions of each Subservicer performed pursuant to the related subservicing agreement Each Servicer shall be performed entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer or Outsourcer, as agent of the Master Servicer with the same effect as if performed directly applicable, by the Master Servicer. (b) such Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, the Master a Servicer shall be deemed to have received any collections, recoveries, recoveries or payments with respect to the related Mortgage Loans that are received by the a related Subservicer or Outsourcer, as applicable, regardless of whether the such payments are remitted by the Subservicer or Outsourcer, as applicable, to such Servicer. Any Subservicing Agreement and any other transactions or services relating to the Master ServicerMortgage Loans involving a Subservicer or an Outsourcer shall be deemed to be between the Subservicer or an Outsourcer, and related Servicer alone, and the Depositor, the Trustee, the Special Servicer and the other Servicer shall have no obligations, duties or liabilities with respect to a Subservicer including no obligation, duty or liability of the Depositor and Trustee or the Trust Fund to pay a Subservicer’s fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer pursuant to a subservicing agreement (a "Subservicer"). The subservicing arrangement and the related subservicing agreement must provide for the servicing of the Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, references in this Agreement to actions taken or to may be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken subserviced by a Subservicer on behalf of the Master Servicer or the related Servicer in accordance with the servicing provisions of this Agreement, provided that the Subservicer is a FNMA-approved lender or a FHLMC seller/servicer in good standing. The Master Servicer and each Servicer may perform any of its servicing responsibilities hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer or such Servicer of the Subservicer shall not release the Master Servicer or such Servicer from any of its obligations hereunder and the Master Servicer or such Servicer shall remain responsible hereunder for all acts and omissions of the Subservicer as fully as if such acts and omissions were those of such Master Servicer or Servicer. The Master Servicer and each Servicer shall pay all fees and expenses of any Subservicer engaged by the Master Servicer or such Servicer from its own funds. Notwithstanding anything the foregoing, the Master Servicer and each Servicer shall be entitled to outsource one or more separate servicing functions to a Person (each, an “Outsourcer”) that does not meet the eligibility requirements for a Subservicer, so long as such outsourcing does not constitute the delegation of the Master Servicer’s or such Servicer’s obligation to perform all or substantially all of the servicing of the related Mortgage Loans to such Outsourcer. In such event, the use by the Master Servicer or a Servicer of any such Outsourcer shall not release the Master Servicer or the related Servicer from any of its obligations hereunder and the Master Servicer or such Servicer shall remain responsible hereunder for all acts and omissions of such Outsourcer as fully as if such acts and omissions were those of the Master Servicer or such Servicer, and the Master Servicer or such Servicer shall pay all fees and expenses of the Outsourcer from such Master Servicer or Servicer’s own funds. Each Servicer may in connection with its duties as Servicer hereunder enter into transactions with any subservicing agreement of its Affiliates relating to the Mortgage Loans; provided that (a) such Servicer acts (i) in accordance with Accepted Servicing Practices and the terms of this Agreement, and (ii) in the ordinary course of business of such Servicer; and (b) the terms of such transaction are no less favorable to such Servicer than it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate of such Servicer. (b) At the cost and expense of the Master Servicer or a Servicer, without any right of reimbursement from the Depositor, the Trustee, the Trust Administrator or the applicable Collection Account, the Master Servicer or such Servicer shall be entitled to terminate the rights and responsibilities of its Subservicer and arrange for any servicing responsibilities to be performed by a successor Subservicer meeting the requirements set forth in Section 3.02(a), provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master Servicer or such Servicer, at the Master Servicer’s or such Servicer’s option, from electing to service the related Mortgage Loans itself. In the event that the Master Servicer or a Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.01, and if requested to do so by the Trustee or Trust Administrator, the Master Servicer or such Servicer shall, at its own cost and expense terminate the rights and responsibilities of its Subservicer as soon as is reasonably possible. The Master Servicer and each Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of its Subservicer from such Master Servicer or Servicer’s own funds without any right of reimbursement from the Depositor, Trustee, Trust Administrator, or the applicable Collection Account. (c) Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or a Servicer and its Subservicer, the Master Servicer or a Subservicer Servicer and its Outsourcer, or references any reference herein to actions taken through a Subservicer the Subservicer, the Outsourcer, or otherwise, neither the Master Servicer nor the related Servicer shall remain obligated and liable be relieved of its obligations to the Trustee Depositor, Trustee, the Trust Administrator or Certificateholders and Certificateholders for the servicing and administration of the Mortgage Loans in accordance with this Agreement without diminution of its obligation or liability by virtue of the subservicing agreements or arrangements or by virtue of indemnification from the Subservicer and shall be obligated to the same extent and under the same terms and conditions as if the Master Servicer it alone were servicing and administering the related Mortgage Loans. All actions of The Master Servicer and each Subservicer performed pursuant to the related subservicing agreement Servicer shall be performed as agent entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of the Master Servicer with the same effect or such Servicer or Outsourcer, as if performed directly applicable, by the Master Servicer. (b) such Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, the Master Servicer or a Servicer shall be deemed to have received any collections, recoveries, recoveries or payments with respect to the related Mortgage Loans that are received by the a related Subservicer regardless of whether the such payments are remitted by the Subservicer to the Master Servicer or such Servicer. 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 or the related Servicer alone, and the Depositor, the Trustee, the Trust Administrator and the other Servicers and the Special Servicer shall have no obligations, duties or liabilities with respect to a Subservicer including no obligation, duty or liability of the Depositor, Trustee, the Trust Administrator, the Special Servicer or other Servicers to pay a Subservicer’s fees and expenses. (d) Fairbanks is hereby authorized to enter into a financing or other facility (any such arrangement, a “Facility”) under which (i) Fairbanks assigns or pledges to another person (a “Lender”) (A) Xxxxxxxx’x rights under this Agreement to be reimbursed for any Advances or Servicing Advances, and (B) any and all rights of Fairbanks under this Agreement resulting from Xxxxxxxx’x performance of its obligations under this Agreement, including, without limitation, any Servicing Fees, Special Servicing Fees, interest income, Ancillary Income, and other payments received by Fairbanks for servicing the Fairbanks Serviced Mortgage Loans or Special Serviced Mortgage Loans and (ii) the Lender agrees to fund some or all Advances and/or Servicing Advances required to be made by Fairbanks pursuant to this Agreement. No consent of the Trustee, Trust Administrator, Certificateholders or any other party is required before Fairbanks may enter into a Facility; provided, however, that the consent of each of the Trustee and Trust Administrator shall be required before Fairbanks may cause to be outstanding at one time more than one Facility. Notwithstanding the existence of any Facility, Fairbanks shall remain obligated pursuant to this Agreement to make Advances and Servicing Advances pursuant to and as required by this Agreement, and to perform all duties and obligations of Fairbanks under this Agreement and shall not be relieved of such obligations by virtue of such Facility.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer pursuant to a subservicing agreement (a "Subservicer"). The subservicing arrangement and the related subservicing agreement must provide for the servicing of the Non-Designated Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, references in this Agreement to actions taken or to may be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken subserviced by a Subservicer on behalf of the Master related Servicer in accordance with the servicing provisions of this Agreement, provided that the Subservicer is a FNMA-approved lender or a FHLMC seller/servicer in good standing, and no event has occurred, including but not limited to a change in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders imposed by FNMA or for seller/servicer imposed by FHLMC, or which would require notification to FNMA or FHLMC. With respect to the Non-Designated Mortgage Loans, a Servicer may perform any of its servicing responsibilities hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by a Servicer of a Subservicer shall not release such Servicer from any of its obligations hereunder and such Servicer shall remain responsible hereunder for all acts and omissions of a Subservicer as fully as if such acts and omissions were those of a Servicer. With respect to the Non-Designated Mortgage Loans, the related Servicer shall pay all fees and expenses of any Subservicer engaged by such Servicer from its own funds. Notwithstanding anything the foregoing, with respect to the Non-Designated Mortgage Loans, each Servicer shall be entitled to outsource one or more separate servicing functions to a Person (each, an “Outsourcer”) that does not meet the eligibility requirements for a Subservicer, so long as such outsourcing does not constitute the delegation of such Servicer’s obligation to perform all or substantially all of the servicing of the related Non-Designated Mortgage Loans to such Outsourcer. In such event, the use by a Servicer of any such Outsourcer shall not release the related Servicer from any of its obligations hereunder and such Servicer shall remain responsible hereunder for all acts and omissions of such Outsourcer as fully as if such acts and omissions were those of the related Servicer, and the related Servicer shall pay all fees and expenses of the Outsourcer from such Servicer’s own funds. (b) With respect to any Non-Designated Mortgage Loans, the cost and expense of the related Servicer, without any right of reimbursement from the Depositor, Trustee, or the applicable Collection Account, the related Servicer shall be entitled to terminate the rights and responsibilities of its Subservicer and arrange for any servicing responsibilities to be performed by a successor Subservicer meeting the requirements set forth in Section 3.02(a); provided, however, that nothing contained herein shall be deemed to prevent or prohibit a Servicer, at the related Servicer’s option, from electing to service the related Non-Designated Mortgage Loans itself. In the event that a Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 7.01, and if requested to do so by the Trustee, the related Servicer shall at its own cost and expense terminate the rights and responsibilities of its Subservicer as soon as is reasonably possible. The related Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of its Subservicer from such Servicer’s own funds without any subservicing agreement right of reimbursement from the Depositor, Trustee, or the applicable Collection Account. (c) Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Master a Servicer and its Subservicer, a Subservicer Servicer and its Outsourcer, or references any reference herein to actions taken through a Subservicer the Subservicer, the Outsourcer, or otherwise, the Master no Servicer shall remain obligated and liable be relieved of its obligations to the Depositor, Trustee or Certificateholders and Certificateholders for the servicing and administration of the Mortgage Loans in accordance with this Agreement without diminution of its obligation or liability by virtue of the subservicing agreements or arrangements or by virtue of indemnification from the Subservicer and shall be obligated to the same extent and under the same terms and conditions as if the Master Servicer it alone were servicing and administering the related Non-Designated Mortgage Loans. All actions of each Subservicer performed pursuant to the related subservicing agreement A Servicer shall be performed entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as agent of the Master Servicer with the same effect as if performed directly by the Master Servicer. (b) applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, the Master a Servicer shall be deemed to have received any collections, recoveries, recoveries or payments with respect to the related Non-Designated Mortgage Loans that are received by the a related Subservicer or Outsourcer regardless of whether the such payments are remitted by the Subservicer or Outsourcer to related Servicer. Any Subservicing Agreement and any other transactions or services relating to the Non-Designated Mortgage Loans involving a Subservicer shall be deemed to be between the Subservicer and the related Servicer alone, and the Depositor, the Trustee, the other Servicers and the Master ServicerServicer shall have no obligations, duties or liabilities with respect to a Subservicer including no obligation, duty or liability to pay a Subservicer’s fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer Subservicer pursuant to a subservicing agreement (a "Subservicer"). The agreement; provided, however, that such subservicing arrangement and the terms of the related subservicing agreement must provide for the servicing of the such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, 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. Notwithstanding anything in the provisions of any subservicing agreement or agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer or references to actions taken through a Subservicer or otherwise, the Master Servicer shall remain obligated and liable to the Trustee and Certificateholders for the servicing and administration of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of its such obligation or liability by virtue of the 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. All actions of each Subservicer performed pursuant to the related subservicing agreement shall be performed as agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer. (b) For purposes of this Agreement, the Master Servicer shall be deemed to have received any collections, recoveries, recoveries or payments with respect to the Mortgage Loans that are received by the a Subservicer regardless of whether the such payments are remitted by the Subservicer to the Master Servicer.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer pursuant to a subservicing agreement (a "Subservicer"). The subservicing arrangement and the related subservicing agreement must provide for the servicing of the Non-Designated Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, references in this Agreement to actions taken or to may be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken subserviced by a Subservicer on behalf of the Master related Servicer in accordance with the servicing provisions of this Agreement, provided that the Subservicer is a FNMA-approved lender or a FHLMC seller/servicer in good standing. With respect to the Non-Designated Mortgage Loans, each Servicer may perform any of its servicing responsibilities hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by such Servicer of the Subservicer shall not release such Servicer from any of its obligations hereunder and such Servicer shall remain responsible hereunder for all acts and omissions of the Subservicer as fully as if such acts and omissions were those of such Servicer. With respect to the Non-Designated Mortgage Loans, each Servicer shall pay all fees and expenses of any Subservicer engaged by such Servicer from its own funds. Notwithstanding anything the foregoing, with respect to the Non-Designated Mortgage Loans, each Servicer shall be entitled to outsource one or more separate servicing functions to a Person (each, an “Outsourcer”) that does not meet the eligibility requirements for a Subservicer, so long as such outsourcing does not constitute the delegation of such Servicer’s obligation to perform all or substantially all of the servicing of the related Non-Designated Mortgage Loans to such Outsourcer. In such event, the use by a Servicer of any such Outsourcer shall not release the related Servicer from any of its obligations hereunder and such Servicer shall remain responsible hereunder for all acts and omissions of such Outsourcer as fully as if such acts and omissions were those of such Servicer, and such Servicer shall pay all fees and expenses of the Outsourcer from such Servicer’s own funds. Each Servicer may in connection with its duties as Servicer hereunder enter into transactions with any subservicing agreement of its Affiliates relating to the Mortgage Loans; provided that (a) such Servicer acts (i) in accordance with Accepted Servicing Practices and the terms of this Agreement, and (ii) in the ordinary course of business of such Servicer; and (b) the terms of such transaction are no less favorable to such Servicer than it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate of such Servicer. (b) With respect to any Non-Designated Mortgage Loans, at the cost and expense of a Servicer, without any right of reimbursement from the Depositor, the Trustee, the Trust Administrator or the applicable Collection Account, such Servicer shall be entitled to terminate the rights and responsibilities of its Subservicer and arrange for any servicing responsibilities to be performed by a successor Subservicer meeting the requirements set forth in Section 3.02(a), provided, however, that nothing contained herein shall be deemed to prevent or prohibit such Servicer, at such Servicer’s option, from electing to service the related Non-Designated Mortgage Loans itself. In the event that a Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.01, and if requested to do so by the Trustee or Trust Administrator, such Servicer shall, at its own cost and expense terminate the rights and responsibilities of its Subservicer as soon as is reasonably possible. Each Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of its Subservicer from such Servicer’s own funds without any right of reimbursement from the Depositor, Trustee, Trust Administrator, or the applicable Collection Account. (c) Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Master a Servicer and its Subservicer, or a Subservicer Servicer and its Outsourcer, or references any reference herein to actions taken through a Subservicer the Subservicer, the Outsourcer, or otherwise, the Master related Servicer shall remain obligated and liable not be relieved of its obligations to the Trustee Depositor, Trustee, the Trust Administrator or Certificateholders and Certificateholders for the servicing and administration of the Mortgage Loans in accordance with this Agreement without diminution of its obligation or liability by virtue of the subservicing agreements or arrangements or by virtue of indemnification from the Subservicer and shall be obligated to the same extent and under the same terms and conditions as if the Master Servicer it alone were servicing and administering the related Non-Designated Mortgage Loans. All actions of each Subservicer performed pursuant to the related subservicing agreement Each Servicer shall be performed entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer or Outsourcer, as agent of the Master Servicer with the same effect as if performed directly applicable, by the Master Servicer. (b) such Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, the Master a Servicer shall be deemed to have received any collections, recoveries, recoveries or payments with respect to the related Non-Designated Mortgage Loans that are received by the a related Subservicer regardless of whether the such payments are remitted by the Subservicer to such Servicer. Any Subservicing Agreement and any other transactions or services relating to the Non-Designated Mortgage Loans involving a Subservicer shall be deemed to be between the Subservicer, and the related Servicer alone, and the Depositor, the Trustee, the Trust Administrator, the Master Servicer, the Special Servicer and the other Servicers shall have no obligations, duties or liabilities with respect to a Subservicer including no obligation, duty or liability of the Depositor, Trustee, the Trust Administrator, the Master Servicer, the Special Servicer or other Servicers to pay a Subservicer’s fees and expenses. (d) Fairbanks is hereby authorized to enter into a financing or other facility (any such arrangement, a “Facility”) under which (i) Fairbanks assigns or pledges to another person (a “Lender”) (A) Fairbanks’ rights under this Agreement to be reimbursed for any Advances or Servicing Advances, and (B) any and all rights of Fairbanks under this Agreement resulting from Fairbanks’ performance of its obligations under this Agreement, including, without limitation, any Servicing Fees, Special Servicing Fees, interest income, Ancillary Income, and other payments received by Fairbanks for servicing the Fairbanks Serviced Mortgage Loans or Special Serviced Mortgage Loans and (ii) the Lender agrees to fund some or all Advances and/or Servicing Advances required to be made by Fairbanks pursuant to this Agreement. No consent of the Trustee, Trust Administrator, Certificateholders or any other party is required before Fairbanks may enter into a Facility; provided, however, that the consent of the Trust Administrator shall be required before Fairbanks may cause to be outstanding at one time more than one Facility. Notwithstanding the existence of any Facility, Fairbanks shall remain obligated pursuant to this Agreement to make Advances and Servicing Advances pursuant to and as required by this Agreement, and to perform all duties and obligations of Fairbanks under this Agreement and shall not be relieved of such obligations by virtue of such Facility.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer pursuant to a subservicing agreement (a "“Subservicer"”). The subservicing arrangement and the related subservicing agreement must provide for the servicing of the Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, 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. Notwithstanding anything in any subservicing agreement or this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer or references to actions taken through a Subservicer or otherwise, the Master Servicer shall remain obligated and liable to the Trustee and Certificateholders for the servicing and administration of the Mortgage Loans in accordance with this Agreement without diminution of its obligation or liability by virtue of the subservicing agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms as if the Master Servicer alone were servicing and administering the Mortgage Loans. All actions of each Subservicer performed pursuant to the related subservicing agreement shall be performed as agent of the Master Servicer with the same effect as if performed directly by the Master Servicer. (b) For purposes of this Agreement, the Master Servicer shall be deemed to have received any collections, recoveries, or payments with respect to the Mortgage Loans that are received by the Subservicer regardless of whether the payments are remitted by the Subservicer to the Master Servicer.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer pursuant to a subservicing agreement (a "Subservicer"). The subservicing arrangement and the related subservicing agreement must provide for the servicing of the Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, references in this Agreement to actions taken or to may be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken subserviced by a Subservicer on behalf of the Master related Servicer in accordance with the servicing provisions of this Agreement, provided that the Subservicer is a FNMA-approved lender or a FHLMC seller/servicer in good standing. The Servicer may perform any of its servicing responsibilities hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by the Servicer of the Subservicer shall not release the Servicer from any of its obligations hereunder and the Servicer shall remain responsible hereunder for all acts and omissions of the Subservicer as fully as if such acts and omissions were those of the Servicer. The Servicer shall pay all fees and expenses of any Subservicer engaged by the Servicer from its own funds. Notwithstanding anything the foregoing, the Servicer shall be entitled to outsource one or more separate servicing functions to a Person (each, an "OUTSOURCER") that does not meet the eligibility requirements for a Subservicer, so long as such outsourcing does not constitute the delegation of the Servicer's obligation to perform all or substantially all of the servicing of the related Mortgage Loans to such Outsourcer. In such event, the use by the Servicer of any such Outsourcer shall not release the Servicer from any of its obligations hereunder and the Servicer shall remain responsible hereunder for all acts and omissions of such Outsourcer as fully as if such acts and omissions were those of the Servicer, and the Servicer shall pay all fees and expenses of the Outsourcer from the Servicer's own funds. (b) At the cost and expense of the Servicer, without any right of reimbursement from the Depositor, Trustee, the Trust Fund, or the applicable Collection Account, the Servicer shall be entitled to terminate the rights and responsibilities of its Subservicer and arrange for any servicing responsibilities to be performed by a successor Subservicer meeting the requirements set forth in Section 3.02(a), provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Servicer, at the Servicer's option, from electing to service the related Mortgage Loans itself. In the event that the Servicer's responsibilities and duties under this Agreement are terminated pursuant to Section 7.01, and if requested to do so by the Trustee, the Servicer shall at its own cost and expense terminate the rights and responsibilities of its Subservicer as soon as is reasonably possible. The Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of its Subservicer from the Servicer's own funds without any subservicing agreement right of reimbursement from the Depositor, Trustee, the Trust Fund, or the applicable Collection Account. (c) Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer its Subservicer, the Servicer and its Outsourcer, or references any reference herein to actions taken through a Subservicer the Subservicer, the Outsourcer, or otherwise, the Master Servicer shall remain obligated and liable not be relieved of its obligations to the Depositor, Trustee or Certificateholders and Certificateholders for the servicing and administration of the Mortgage Loans in accordance with this Agreement without diminution of its obligation or liability by virtue of the subservicing agreements or arrangements or by virtue of indemnification from the Subservicer and shall be obligated to the same extent and under the same terms and conditions as if the Master Servicer it alone were servicing and administering the related Mortgage Loans. All actions of each Subservicer performed pursuant to the related subservicing agreement The Servicer shall be performed as agent entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of the Master Servicer with the same effect or Outsourcer, as if performed directly applicable, by the Master Servicer. (b) such Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, the Master Servicer shall be deemed to have received any collections, recoveries, recoveries or payments with respect to the related Mortgage Loans that are received by the a related Subservicer or Outsourcer, as applicable, regardless of whether the such payments are remitted by the Subservicer or Outsourcer, as applicable, to the Master Servicer. Any Subservicing Agreement and any other transactions or services relating to the Mortgage Loans involving a Subservicer or an Outsourcer shall be deemed to be between the Subservicer or an Outsourcer, and the Servicer alone, and the Depositor and the Trustee shall have no obligations, duties or liabilities with respect to a Subservicer including no obligation, duty or liability of the Depositor and Trustee or the Trust Fund to pay a Subservicer's fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer pursuant to a subservicing agreement (a "Subservicer"). The subservicing arrangement and the related subservicing agreement must provide for the servicing of the Non-Designated Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, references in this Agreement to actions taken or to may be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken subserviced by a Subservicer on behalf of the Master related Servicer in accordance with the servicing provisions of this Agreement; provided, that the Subservicer must be a FNMA-approved lender or a FHLMC seller/servicer in good standing. With respect to the Non-Designated Mortgage Loans, each Servicer may perform any of its servicing responsibilities hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by such Servicer of the Subservicer shall not release such Servicer from any of its obligations hereunder and such Servicer shall remain responsible hereunder for all acts and omissions of the Subservicer as fully as if such acts and omissions were those of such Servicer. With respect to the Non-Designated Mortgage Loans, each Servicer shall pay all fees and expenses of any Subservicer engaged by such Servicer from its own funds. Notwithstanding the foregoing, with respect to the Non-Designated Mortgage Loans, each Servicer shall be entitled to outsource one or more separate servicing functions to a Person (each, an “Outsourcer”) that does not meet the eligibility requirements for a Subservicer, so long as such outsourcing does not constitute the delegation of such Servicer’s obligation to perform all or substantially all of the servicing of the related Non-Designated Mortgage Loans to such Outsourcer. In such event, the use by a Servicer of any such Outsourcer shall not release the related Servicer from any of its obligations hereunder and such Servicer shall remain responsible hereunder for all acts and omissions of such Outsourcer as fully as if such acts and omissions were those of such Servicer, and such Servicer shall pay all fees and expenses of the Outsourcer from such Servicer’s own funds. Each Servicer may in connection with its duties as Servicer hereunder enter into transactions with any of its Affiliates relating to the Non-Designated Mortgage Loans; provided that (a) such Servicer acts (i) in accordance with Accepted Servicing Practices and the terms of this Agreement, and (ii) in the ordinary course of business of such Servicer; and (b) the terms of such transaction are no less favorable to such Servicer than it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate of such Servicer. Notwithstanding anything the preceding sentence, any such transaction between a Servicer and any of its Affiliates shall not release such Servicer from any of its obligations hereunder and such Servicer shall remain responsible hereunder for all acts and omissions of such Affiliate with respect to such Mortgage Loans serviced by it as fully as if such acts and omissions were those of such Servicer. Any fees and expenses relating to such transaction between such Servicer and its Affiliate that are not otherwise reimbursable to such Servicer pursuant to this Agreement shall be borne by the parties thereto and shall not be an expense or fee of the Trust, the Depositor, the Trustee, the Trust Administrator, the Seller or the Master Servicer. (b) With respect to any Non-Designated Mortgage Loans, at the cost and expense of a Servicer, without any right of reimbursement from the Depositor, the Trustee, the Trust Administrator or the applicable Collection Account, such Servicer shall be entitled to terminate the rights and responsibilities of its Subservicer and arrange for any servicing responsibilities to be performed by a successor Subservicer meeting the requirements set forth in Section 3.02(a), provided, however, that nothing contained herein shall be deemed to prevent or prohibit such Servicer, at such Servicer’s option, from electing to service the related Non-Designated Mortgage Loans itself. In the event that a Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.01, and if requested to do so by the Trustee or Trust Administrator or such Servicer shall, at its own cost and expense terminate the rights and responsibilities of its Subservicer as soon as is reasonably possible. Each Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of its Subservicer from such Servicer’s own funds without any subservicing agreement right of reimbursement from the Depositor, Trustee, Trust Administrator, or the applicable Collection Account. (c) Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Master a Servicer and a its Subservicer or references a Servicer and its Outsourcer, or any reference herein to actions taken through a Subservicer the Subservicer, the Outsourcer, or otherwise, the Master related Servicer shall remain obligated and liable not be relieved of its obligations to the Trustee Depositor, the Trust, Trustee, the Trust Administrator or Certificateholders and Certificateholders for the servicing and administration of the Mortgage Loans in accordance with this Agreement without diminution of its obligation or liability by virtue of the subservicing agreements or arrangements or by virtue of indemnification from the Subservicer and shall be obligated to the same extent and under the same terms and conditions as if the Master Servicer it alone were servicing and administering the related Non-Designated Mortgage Loans. All actions of each Subservicer performed pursuant to the related subservicing agreement Each Servicer shall be performed entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as agent of the Master Servicer with the same effect as if performed directly by the Master Servicer. (b) applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, the Master a Servicer shall be deemed to have received any collections, recoveries, recoveries or payments with respect to the related Non-Designated Mortgage Loans that are received by the a related Subservicer regardless of whether the such payments are remitted by the Subservicer to such Servicer. Any Subservicing Agreement and any other transactions or services relating to the Non-Designated Mortgage Loans involving a Subservicer shall be deemed to be between the Subservicer, and the related Servicer alone, and the Depositor, the Trustee, the Trust Administrator, the Master Servicer, the other Servicers and the Special Servicer shall have no obligations, duties or liabilities with respect to a Subservicer including no obligation, duty or liability of the Depositor, Trustee, the Trust Administrator, the Master Servicer, the Special Servicer or other Servicers to pay a Subservicer’s fees and expenses. (d) SPS is hereby authorized to enter into a financing or other facility (any such arrangement, a “Facility”) under which (i) SPS assigns or pledges to another person (a “Lender”) (A) SPS’s rights under this Agreement to be reimbursed for any Advances or Servicing Advances, and (B) any and all rights of SPS under this Agreement resulting from SPS’s performance of its obligations under this Agreement, including, without limitation, any Servicing Fees, interest income, Ancillary Income, and other payments received by SPS for servicing the SPS Serviced Mortgage Loans and (ii) the Lender agrees to fund some or all Advances and/or Servicing Advances required to be made by SPS pursuant to this Agreement. No consent of the Trustee, Trust Administrator, Certificateholders or any other party is required before SPS may enter into a Facility; provided, however, that the consent of the Trust Administrator shall be required before SPS may cause to be outstanding at one time more than one Facility. Notwithstanding the existence of any Facility, SPS shall remain obligated pursuant to this Agreement to make Advances and Servicing Advances pursuant to and as required by this Agreement, and to perform all duties and obligations of SPS under this Agreement and shall not be relieved of such obligations by virtue of such Facility. (e) The Special Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, a “Facility”) under which (i) the Special Servicer assigns or pledges to another person (a “Lender”) (A) the Special Servicer’s rights under this Agreement to be reimbursed for any Advances or Servicing Advances, and (B) any and all rights of the Special Servicer under this Agreement resulting from the Special Servicer’s performance of its obligations under this Agreement, including, without limitation, any Servicing Fees, interest income, Ancillary Income, and other payments received by the Special Servicer for servicing the Mortgage Loans and (ii) the Lender agrees to fund some or all Advances and/or Servicing Advances required to be made by the Special Servicer pursuant to this Agreement. No consent of the Trustee, Trust Administrator, Certificateholders or any other party is required before the Special Servicer may enter into a Facility; provided, however, that the consent of the Trust Administrator shall be required before the Special Servicer may cause to be outstanding at one time more than one Facility. Notwithstanding the existence of any Facility, the Special Servicer shall remain obligated pursuant to this Agreement to make Advances and Servicing Advances pursuant to and as required by this Agreement, and to perform all duties and obligations of the Special Servicer under this Agreement and shall not be relieved of such obligations by virtue of such Facility.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer pursuant to a subservicing agreement (a "Subservicer"). The agreement; provided, however, that such subservicing arrangement and the terms of the related subservicing agreement must provide for the servicing of the such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, 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 subservicer on behalf of the Master Servicer. Notwithstanding anything in the provisions of any subservicing agreement or agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer subservicer or references reference to actions taken through a Subservicer subservicer or otherwise, the Master Servicer shall remain obligated and liable to the Seller, the Trustee and the Certificateholders for the servicing and administration of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of its such obligation or liability by virtue of the such subservicing agreements or arrangements or by virtue of indemnification from the Subservicer 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. All actions of each Subservicer subservicer performed pursuant to the related subservicing agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer. (b) For purposes of this Agreement, the Master Servicer shall be deemed to have received any collections, recoveries, recoveries or payments with respect to the Mortgage Loans that are received by the Subservicer a related subservicer regardless of whether the such payments are remitted by the Subservicer subservicer to the Master Servicer.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer (a "SUBSERVICER") pursuant to a subservicing agreement (reasonably acceptable to the NIM Insurer. The Master Servicer may not enter into any subservicing agreement if as a "Subservicer")result any Class of the Certificates would be downgraded or have their rating withdrawn by any Rating Agency. The subservicing arrangement and the related subservicing agreement must provide for the servicing of the Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, 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. Notwithstanding anything in any subservicing agreement or this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer or references to actions taken through a Subservicer or otherwise, the Master Servicer shall remain obligated and liable to the Trustee and Certificateholders for the servicing and administration of the Mortgage Loans in accordance with this Agreement without diminution of its obligation or liability by virtue of the subservicing agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms as if the Master Servicer alone were servicing and administering the Mortgage Loans. All actions of each Subservicer performed pursuant to the related subservicing agreement shall be performed as agent of the Master Servicer with the same effect as if performed directly by the Master Servicer. The Master Servicer, with the consent of the NIM Insurer, may terminate any subservicing agreement and the rights and obligations of any Subservicer pursuant to any subservicing agreement in accordance with the terms of such subservicing agreement. (b) For purposes of this Agreement, the Master Servicer shall be deemed to have received any collections, recoveries, recoveries or payments with respect to the Mortgage Loans that are received by the Subservicer regardless of whether the payments are remitted by the Subservicer to the Master Servicer.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer pursuant to a subservicing agreement (a "Subservicer"). The subservicing arrangement and the related subservicing agreement must provide for the servicing of the Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, references in this Agreement to actions taken or to may be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken subserviced by a Subservicer on behalf of the Master Servicer in accordance with the servicing provisions of this Agreement, provided that the Subservicer is a FNMA-approved lender or a FHLMC seller/servicer in good standing, and no event has occurred, including but not limited to a change in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders imposed by FNMA or for seller/servicer imposed by FHLMC, or which would require notification to FNMA or FHLMC. The Servicer may perform any of its servicing responsibilities hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by the Servicer of a Subservicer shall not release the Servicer from any of its obligations hereunder and the Servicer shall remain responsible hereunder for all acts and omissions of a Subservicer as fully as if such acts and omissions were those of the Servicer. The Servicer shall pay all fees and expenses of any Subservicer engaged by the Servicer from its own funds. Notwithstanding anything the foregoing, the Servicer shall be entitled to outsource one or more separate servicing functions to a Person (each, an “Outsourcer”) that does not meet the eligibility requirements for a Subservicer, so long as such outsourcing does not constitute the delegation of the Servicer’s obligation to perform all or substantially all of the servicing to such Outsourcer. In such event, the use by the Servicer of any such Outsourcer shall not release the Servicer from any of its obligations hereunder and the Servicer shall remain responsible hereunder for all acts and omissions of such Outsourcer as fully as if such acts and omissions were those of the Servicer, and the Servicer shall pay all fees and expenses of the Outsourcer from theServicer’s own funds. (b) At the cost and expense of the Servicer, without any right of reimbursement from the Depositor, Trustee, or the applicable Collection Account, the Servicer shall be entitled to terminate the rights and responsibilities of its Subservicer and arrange for any servicing responsibilities to be performed by a successor Subservicer meeting the requirements set forth in Section 3.02(a); provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Servicer, at the Servicer’s option, from electing to service the Mortgage Loans itself. In the event that the Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 7.01, and if requested to do so by the Trustee, the Servicer shall at its own cost and expense terminate the rights and responsibilities of its Subservicer as soon as is reasonably possible. The Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of its Subservicer from the Servicer’s own funds without any subservicing agreement right of reimbursement from the Depositor, Trustee, or the applicable Collection Account. (c) Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer its Subservicer, the Servicer and its Outsourcer, or references any reference herein to actions taken through a Subservicer the Subservicer, the Outsourcer, or otherwise, the Master Servicer shall remain obligated and liable not be relieved of its obligations to the Depositor, Trustee or Certificateholders and Certificateholders for the servicing and administration of the Mortgage Loans in accordance with this Agreement without diminution of its obligation or liability by virtue of the subservicing agreements or arrangements or by virtue of indemnification from the Subservicer and shall be obligated to the same extent and under the same terms and conditions as if the Master Servicer it alone were servicing and administering the Mortgage Loans. All actions of each Subservicer performed pursuant to the related subservicing agreement The Servicer shall be performed as agent entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of the Master Servicer with the same effect by such Subservicer or Outsourcer, as if performed directly by the Master Servicer. (b) applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, the Master Servicer shall be deemed to have received any collections, recoveries, recoveries or payments with respect to the related Mortgage Loans that are received by the a related Subservicer or Outsourcer regardless of whether the such payments are remitted by the Subservicer or Outsourcer to the Master Servicer. 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 Servicer alone, and the Depositor, the Trustee shall have no obligations, duties or liabilities with respect to a Subservicer including no obligation, duty or liability to pay a Subservicer’s fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer (a "SUBSERVICER") pursuant to a subservicing agreement (reasonably acceptable to the NIM Insurer. The Master Servicer may not enter into any subservicing agreement if as a "Subservicer")result any Class of the Certificates would be downgraded or have their rating withdrawn by any Rating Agency. The subservicing arrangement and the related subservicing agreement must provide for the servicing of the Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, 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. Notwithstanding anything in any subservicing agreement or this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer or references to actions taken through a Subservicer or otherwise, the Master Servicer shall remain obligated and liable to the Trustee and Certificateholders for the servicing and administration of the Mortgage Loans in accordance with this Agreement without diminution of its obligation or liability by virtue of the subservicing agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms as if the Master Servicer alone were servicing and administering the Mortgage Loans. All actions of each Subservicer performed pursuant to the related subservicing agreement shall be performed as agent of the Master Servicer with the same effect as if performed directly by the Master Servicer. The Master Servicer, with the consent of the NIM Insurer, may terminate any subservicing agreement and the rights and obligations of any Subservicer pursuant to any subservicing agreement in accordance with the terms of the subservicing agreement. (b) For purposes of this Agreement, the Master Servicer shall be deemed to have received any collections, recoveries, or payments with respect to the Mortgage Loans that are received by the Subservicer regardless of whether the payments are remitted by the Subservicer to the Master Servicer.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer Subservicer pursuant to a subservicing agreement (a "Subservicer"). The agreement; provided, however, that such subservicing arrangement and the terms of the related subservicing agreement must provide for the servicing of the such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunderunder this Agreement; provided, however, that the NIM Insurer shall have consented to such subservicing agreements (which consent shall not be unreasonably withheld). Unless the context otherwise requires, 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. Notwithstanding anything in the provisions of any subservicing agreement or agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer or references reference to actions taken through a Subservicer or otherwise, the Master Servicer shall remain obligated and liable to the Depositor, the Trustee and the Certificateholders for the servicing and administration of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of its such obligation or liability by virtue of the 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. All actions of each Subservicer performed pursuant to the related subservicing agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer. (b) For purposes of this Agreement, the Master Servicer shall be deemed to have received any collections, recoveries, or payments with respect to the Mortgage Loans that are received by the Subservicer regardless of whether the payments are remitted by the Subservicer to the Master Servicer.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer Subservicer pursuant to a subservicing agreement (a "Subservicer"). The agreement; provided, however, that such subservicing arrangement and the terms of the related subservicing agreement must provide for the servicing of the such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunderunder this Agreement; provided, however, that the NIM Insurer shall have consented to such subservicing agreements (which consent shall not be unreasonably withheld). Unless the context otherwise requires, 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. Notwithstanding anything in the provisions of any subservicing agreement or agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer or references reference to actions taken through a Subservicer or otherwise, the Master Servicer shall remain obligated and liable to the Trustee Depositor, the Trustee, the Class 3-A-2 Insurer and the Certificateholders for the servicing and administration of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of its such obligation or liability by virtue of the 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. All actions of each Subservicer performed pursuant to the related subservicing agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer. (b) For purposes of this Agreement, the Master Servicer shall be deemed to have received any collections, recoveries, recoveries or payments with respect to the Mortgage Loans that are received by the a Subservicer regardless of whether the such payments are remitted by the Subservicer to the Master Servicer.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer pursuant to a subservicing agreement (a "Subservicer"). The subservicing arrangement and the related subservicing agreement must provide for the servicing of the Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, 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. Notwithstanding anything in any subservicing agreement or this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer or references to actions taken through a Subservicer or otherwise, the Master Servicer shall remain obligated and liable to the Trustee Trustee, the Certificateholders and Certificateholders the Class A-6 Insurer for the servicing and administration of the Mortgage Loans in accordance with this Agreement without diminution of its obligation or liability by virtue of the subservicing agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms as if the Master Servicer alone were servicing and administering the Mortgage Loans. All actions of each Subservicer performed pursuant to the related subservicing agreement shall be performed as agent of the Master Servicer with the same effect as if performed directly by the Master Servicer. (b) For purposes of this Agreement, the Master Servicer shall be deemed to have received any collections, recoveries, or payments with respect to the Mortgage Loans that are received by the Subservicer regardless of whether the payments are remitted by the Subservicer to the Master Servicer.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer pursuant to a subservicing agreement (a "Subservicer"). The subservicing arrangement and the related subservicing agreement must provide for the servicing of the Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, 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. Notwithstanding anything in any subservicing agreement or this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer or references to actions taken through a Subservicer or otherwise, the Master Servicer shall remain obligated and liable to the Trustee and Certificateholders for the servicing and administration of the Mortgage Loans in accordance with this Agreement without diminution of its obligation or liability by virtue of the subservicing agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms as if the Master Servicer alone were servicing and administering the Mortgage Loans. All actions of each Subservicer performed pursuant to the related subservicing agreement shall be performed as agent of the Master Servicer with the same effect as if performed directly by the Master Servicer.. 39 (b) For purposes of this Agreement, the Master Servicer shall be deemed to have received any collections, recoveries, or payments with respect to the Mortgage Loans that are received by the Subservicer regardless of whether the payments are remitted by the Subservicer to the Master Servicer.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer pursuant to a subservicing agreement (a "Subservicer"). The ; provided, however, that such subservicing arrangement and the related subservicing agreement must provide for the servicing of the such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, 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. Notwithstanding anything in the provisions of any subservicing agreement or arrangement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer or references reference to actions taken through a Subservicer or otherwise, the Master Servicer shall remain obligated and liable to the Depositor, the Trustee and the Certificateholders for the servicing and administration of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of its such obligation or liability by virtue of the 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. All actions of each Subservicer performed pursuant to the related subservicing agreement arrangement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer. (b) For purposes of this Agreement, the Master Servicer shall be deemed to have received any collections, recoveries, recoveries or payments with respect to the Mortgage Loans that are received by the a Subservicer regardless of whether the such payments are remitted by the Subservicer to the Master Servicer.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer Subservicer pursuant to a subservicing agreement (a "Subservicer"). The agreement; provided, however, that such subservicing arrangement and the terms of the related subservicing agreement must provide for the servicing of the such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunderunder this Agreement. Unless the context otherwise requires, 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. Notwithstanding anything in the provisions of any subservicing agreement or agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer or references reference to actions taken through a Subservicer or otherwise, the Master Servicer shall remain obligated and liable to the Depositor, the Trustee and the Certificateholders for the servicing and administration of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of its such obligation or liability by virtue of the 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. All actions of each Subservicer performed pursuant to the related subservicing agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer. (b) . For purposes of this Agreement, the Master Servicer shall be deemed to have received any collections, recoveries, recoveries or payments with respect to the Mortgage Loans that are received by the a Subservicer regardless of whether the such payments are remitted by the Subservicer to the Master Servicer.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer Subservicer pursuant to a subservicing agreement (a "Subservicer"). The agreement; provided, however, that such subservicing arrangement and the terms of the related subservicing agreement must provide for the servicing of the such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, 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. Notwithstanding anything in the provisions of any subservicing agreement or agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer or references to actions taken through a Subservicer or otherwise, the Master Servicer shall remain obligated and liable to the Trustee and Certificateholders for the servicing and administration of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of its such obligation or liability by virtue of the 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. All actions of each Subservicer performed pursuant to the related subservicing agreement shall be performed as agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer. (b) For purposes of this Agreement, the Master Servicer shall be deemed to have received any collections, recoveries, or payments with respect to the Mortgage Loans that are received by the Subservicer regardless of whether the payments are remitted by the Subservicer to the Master Servicer.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer (a “Subservicer”) pursuant to a subservicing agreement (reasonably acceptable to the NIM Insurer. The Master Servicer may not enter into any subservicing agreement if as a "Subservicer")result any Class of the Certificates would be downgraded or have their rating withdrawn by any Rating Agency. The subservicing arrangement and the related subservicing agreement must provide for the servicing of the Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, 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. Notwithstanding anything in any subservicing agreement or this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer or references to actions taken through a Subservicer or otherwise, the Master Servicer shall remain obligated and liable to the Trustee and Certificateholders for the servicing and administration of the Mortgage Loans in accordance with this Agreement without diminution of its obligation or liability by virtue of the subservicing agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms as if the Master Servicer alone were servicing and administering the Mortgage Loans. All actions of each Subservicer performed pursuant to the related subservicing agreement shall be performed as agent of the Master Servicer with the same effect as if performed directly by the Master Servicer. The Master Servicer, with the consent of the NIM Insurer, may terminate any subservicing agreement and the rights and obligations of any Subservicer pursuant to any subservicing agreement in accordance with the terms of the subservicing agreement. (b) For purposes of this Agreement, the Master Servicer shall be deemed to have received any collections, recoveries, recoveries or payments with respect to the Mortgage Loans that are received by the Subservicer regardless of whether the payments are remitted by the Subservicer to the Master Servicer.