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

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Mortgage Loans may be subserviced by a Subservicer on behalf of 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, 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 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 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 a Servicer and its Subservicer, a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the 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, 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 to pay a Subservicer’s fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Mortgage Loans may be subserviced by a Subservicer on behalf of the related Servicer in accordance with the servicing provisions of this Agreement, provided that the Subservicer is a FNMA-an approved lender Fannie Mae or a FHLMC sellerXxxxxxe Xxc sexxxx/servicer xxrvicer 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 such Servicer of a 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 a the Subservicer as fully as if such acts and omissions were those of a such Servicer. The related Each Servicer shall pay all fees and expenses of any Subservicer engaged by such Servicer from its own funds. Notwithstanding 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 '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 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 the related such Servicer, and the related such Servicer shall pay all fees and expenses of the Outsourcer from such Servicer’s 's own funds. (b) At the cost and expense of the related a Servicer, without any right of reimbursement from the Depositor, Trustee, the Trust Fund, or the applicable Collection Account, the related 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 a such Servicer, at the related such Servicer’s 's option, from electing to service the related Mortgage Loans itself. In the event that a Servicer’s '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 such Servicer shall at its own cost and expense terminate the rights and responsibilities of its Subservicer as soon as is reasonably possible. The related 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 's own funds without any 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 a Servicer and its Subservicer, a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A Each Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, by such Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer Outsourcer, as applicable, regardless of whether such payments are remitted by the Subservicer or Outsourcer Outsourcer, as applicable, to the related such 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 SubservicerSubservicer or an Outsourcer, and the related Servicer alone, and the Depositor, the Trustee, the Special Servicer 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 's fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Mortgage Loans may be subserviced by a Subservicer on behalf of 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, 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 With respect to the 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. 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 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. 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) 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 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 a Servicer and its Subservicer, a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the 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, Subservicer and the related Servicer alone, and the Depositor, the Trustee, the Special Servicer other Servicers and the other Special 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 Mortgage Loans may be subserviced by a Subservicer on behalf of the related Servicer in accordance with the servicing provisions of this Agreement, provided that the Subservicer is a FNMA-an approved lender Fxxxxx Mxx or a FHLMC Fxxxxxx Mac 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 such Servicer of a 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 a the Subservicer as fully as if such acts and omissions were those of a such Servicer. The related Each Servicer shall pay all fees and expenses of any Subservicer engaged by such Servicer from its own funds. Notwithstanding 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 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 the related such Servicer, and the related 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 related a Servicer, without any right of reimbursement from the Depositor, Trustee, the Trust Fund, or the applicable Collection Account, the related 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 a such Servicer, at the related 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, the related such Servicer shall at its own cost and expense terminate the rights and responsibilities of its Subservicer as soon as is reasonably possible. The related 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, the Trust Fund, or the applicable Collection Account. (c) Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between a Servicer and its Subservicer, a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A Each Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, by such Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer Outsourcer, as applicable, regardless of whether such payments are remitted by the Subservicer or Outsourcer Outsourcer, as applicable, to the related such 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 SubservicerSubservicer or an Outsourcer, and the related Servicer alone, and the Depositor, the Trustee, the Special Servicer 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 Non-Designated Mortgage Loans may be subserviced by a Subservicer on behalf of 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, 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 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. The 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 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) At 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 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 a Servicer and its Subservicer, a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Non-Designated Mortgage Loans. A Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Non-Designated Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the 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, Subservicer and the related Servicer alone, and the Depositor, the Trustee, the Special other Servicer and the other Master 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 Mortgage Loans may be subserviced by a Subservicer on behalf of 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, 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 servicers 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 such Servicer of a 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 a the Subservicer as fully as if such acts and omissions were those of a such Servicer. The related Each Servicer shall pay all fees and expenses of any Subservicer engaged by such Servicer from its own funds. Notwithstanding 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 '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 such Servicer, and the related such Servicer shall pay all fees and expenses of the Outsourcer from such Servicer’s 's own funds. (b) At the cost and expense of the related a Servicer, without any right of reimbursement from the Depositor, Trustee, or the applicable Collection Account, the related 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 a such Servicer, at the related such Servicer’s 's option, from electing to service the related Mortgage Loans itself. In the event that a Servicer’s '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 such Servicer shall at its own cost and expense terminate the rights and responsibilities of its Subservicer as soon as is reasonably possible. The related 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 '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 a Servicer and its Subservicer, a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A Each Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the related 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 related Servicer alone, and the Depositor, the Trustee, the Special Servicer 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 's fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Mortgage Loans may be subserviced by a Subservicer on behalf of 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, 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 the Servicer of a the Subservicer shall not release such the Servicer from any of its obligations hereunder and such the Servicer shall remain responsible hereunder for all acts and omissions of a the Subservicer as fully as if such acts and omissions were those of a the Servicer. The related Servicer shall pay all fees and expenses of any Subservicer engaged by such the Servicer from its own funds. Notwithstanding the foregoing, each 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 such the Servicer’s '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 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 related Servicer, and the related Servicer shall pay all fees and expenses of the Outsourcer from such the Servicer’s 's own funds. (b) At the cost and expense of the related a 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 the Servicer, at the related Servicer’s 's option, from electing to service the related Mortgage Loans itself. In the event that a Servicer’s '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 the Servicer’s '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 a Servicer and its Subservicer, a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A The Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such the Servicer by such Subservicer or Outsourcer, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the related Servicer. Any Subservicing Subservcing 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, the Special Servicer 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 's fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Mortgage Loans may be subserviced by a Subservicer on behalf of the related Servicer in accordance with the servicing provisions of this Agreement, provided that the Subservicer is a FNMA-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 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 a the Servicer of a Subservicer shall not release such the Servicer from any of its obligations hereunder and such 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 a the Servicer. The related Servicer shall pay all fees and expenses of any Subservicer engaged by such the Servicer from its own funds. Notwithstanding the foregoing, each 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 such 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 a the Servicer of any such Outsourcer shall not release the related Servicer from any of its obligations hereunder and such 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 related Servicer, and the related Servicer shall pay all fees and expenses of the Outsourcer from such Servicer’s its 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 the Servicer, at the related Servicer’s option, from electing to service the related Mortgage Loans itself. In the event that a 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 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 the 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 a the Servicer and its Subservicer, a the Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no the Servicer shall be not relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A The Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such the Servicer by such Subservicer or Outsourcer, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a the Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the 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, the Special Servicer Depositor and the other Servicer 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 Mortgage Loans may be subserviced by a Subservicer on behalf of 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, 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 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 a the Servicer of a Subservicer shall not release such the Servicer from any of its obligations hereunder and such 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 a the Servicer. The related With respect to the Mortgage Loans, the Servicer shall pay all fees and expenses of any Subservicer engaged by such the Servicer from its own funds. The 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 the Servicer to deliver an Assessment of Compliance and an Accountant’s Attestation in such manner and at such times that permits the Servicer to comply with Section 3.18(ii) of this Agreement. Notwithstanding the foregoing, each with respect to the Mortgage Loans, 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 such 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 a the Servicer of any such Outsourcer shall not release the related Servicer from any of its obligations hereunder and such 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 related Servicer, and the related Servicer shall pay all fees and expenses of the Outsourcer from such the Servicer’s own funds. The 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 the Servicer to deliver an Assessment of Compliance and an Accountant’s Attestation in such manner and at such times that permits the Servicer to comply with Section 3.18(ii) of this Agreement. (b) At With respect to any 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 the Servicer, at the related Servicer’s option, from electing to service the related Mortgage Loans itself. In the event that a 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 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 the 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 a the Servicer and its Subservicer, a the Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A The Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such the Servicer by such Subservicer or Outsourcer, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a the Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the 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, Subservicer and the related Servicer alone, and the Depositor, the Trustee, the Special Servicer Depositor and the other Servicer 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 Mortgage Loans may be 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 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 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 a the Master Servicer or such Servicer of a 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 a the Subservicer as fully as if such acts and omissions were those of a such Master Servicer or Servicer. The related 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 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 related Master Servicer or such Servicer, and the related 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 related Master Servicer or a Servicer, without any right of reimbursement from the Depositor, the Trustee, the Trust Administrator or the applicable Collection Account, the related 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 a the Master Servicer or such Servicer, at the related 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 7.018.01, and if requested to do so by the TrusteeTrustee or Trust Administrator, the related Master Servicer shall 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 related 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 Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no neither the Master Servicer nor the related Servicer shall be relieved of its obligations to the Depositor, Trustee Trustee, the Trust Administrator or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A The Master Servicer and each Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of the Master Servicer or such Servicer by such Subservicer or Outsourcer, as applicable, by 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 or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the related 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 Special Servicer 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 Mortgage Loans may be subserviced by a Subservicer on behalf of 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, 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 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 '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 '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 's option, from electing to service the related Mortgage Loans itself. In the event that a Servicer’s '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 '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 a Servicer and its Subservicer, a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the 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, 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 to pay a Subservicer’s 's fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Mortgage Loans may be subserviced by a Subservicer on behalf of 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, 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 With respect to the 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. The related Servicer shall pay all fees and expenses of any Subservicer engaged by such Servicer from its own funds. Notwithstanding 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 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 a Servicer and its Subservicer, a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the 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, Subservicer and the related Servicer alone, and the Depositor, the Trustee, the Special Servicer other Servicers and the other Special 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 Mortgage Loans may be 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 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 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 a the Master Servicer or such Servicer of a 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 a the Subservicer as fully as if such acts and omissions were those of a such Master Servicer or Servicer. The related 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 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 related Master Servicer or such Servicer, and the related Master Servicer or such Servicer shall pay all fees and expenses of the Outsourcer from such Master Servicer or Servicer’s own funds. WMMSC may, in connection with its duties as Servicer hereunder, enter into transactions with any of its Affiliates relating to the WMMSC Serviced Mortgage Loans; provided that (a) WMMSC acts (i) in accordance with Accepted Servicing Practices and the terms of this Agreement, and (ii) in the ordinary course of business of WMMSC; and (b) the terms of such transaction are no less favorable to WMMSC than it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate of WMMSC. Notwithstanding the preceding sentence, any such transaction between WMMSC and any of its Affiliates shall not release WMMSC from any of its obligations hereunder and WMMSC 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 the WMMSC. Any fees and expenses relating to such transaction between WMMSC and its Affiliate that are not otherwise reimbursable to WMMSC 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) At the cost and expense of the related Master Servicer or a Servicer, without any right of reimbursement from the Depositor, the Trustee, the Trust Administrator or the applicable Collection Account, the related 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 a the Master Servicer or such Servicer, at the related 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 7.018.01, and if requested to do so by the TrusteeTrustee or Trust Administrator, the related Master Servicer shall 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 related 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 Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no neither the Master Servicer nor the related Servicer shall be relieved of its obligations to the Depositor, Trustee Trustee, the Trust Administrator or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A The Master Servicer and each Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of the Master Servicer or such Servicer by such Subservicer or Outsourcer, as applicable, by 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 or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the related 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 Special Servicer 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 Non-Designated Mortgage Loans may be subserviced by a Subservicer on behalf of 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, 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 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. The 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 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) At With respect to any Non-Designated Mortgage Loans, 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 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 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 a Servicer and its Subservicer, a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Non-Designated Mortgage Loans. A Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Non-Designated Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the 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 Special Master Servicer 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 Mortgage Loans may be subserviced by a Subservicer on behalf of 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, 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 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 '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 '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 's option, from electing to service the related Mortgage Loans itself. In the event that a Servicer’s '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 '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 a Servicer and its Subservicer, a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the 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, 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 to pay a Subservicer’s fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Mortgage Loans may be subserviced by a Subservicer on behalf of the related Servicer in accordance with the servicing provisions of this Agreement, provided that the Subservicer is a FNMA-an approved lender Fannie Mae or a FHLMC Freddie Mac 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 The Sexxxxxx xxx perxxxx xxy of its servicing responsibilities hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by a the Servicer of a the Subservicer shall not release such the Servicer from any of its obligations hereunder and such the Servicer shall remain responsible hereunder for all acts and omissions of a the Subservicer as fully as if such acts and omissions were those of a the Servicer. The related Servicer shall pay all fees and expenses of any Subservicer engaged by such the Servicer from its own funds. Notwithstanding the foregoing, each 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 such the Servicer’s '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 the Servicer of any such Outsourcer shall not release the related Servicer from any of its obligations hereunder and such 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 related Servicer, and the related Servicer shall pay all fees and expenses of the Outsourcer from such the Servicer’s 's own funds. (b) At the cost and expense of the related Servicer, without any right of reimbursement from the Depositor, Trustee, the Trust Fund, 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 the Servicer, at the related Servicer’s 's option, from electing to service the related Mortgage Loans itself. In the event that a the Servicer’s '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 the Servicer’s 's own funds without any 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 a the Servicer and its Subservicer, a the Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no the Servicer shall not be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A The Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such the Servicer by such Subservicer or Outsourcer, as applicable, by such Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a the Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer Outsourcer, as applicable, regardless of whether such payments are remitted by the Subservicer or Outsourcer Outsourcer, as applicable, to the related 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 SubservicerSubservicer or an Outsourcer, and the related Servicer alone, and the Depositor, the Trustee, the Special Servicer Depositor and the other Servicer 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 's fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Non-Designated Mortgage Loans may be 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 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 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 a the Master Servicer or such Servicer of a 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 a the Subservicer as fully as if such acts and omissions were those of a such Master Servicer or Servicer. The related 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 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 related Master Servicer or such Servicer, and the related Master Servicer or such Servicer shall pay all fees and expenses of the Outsourcer from such Master Servicer or Servicer’s own funds. WMMSC may, in connection with its duties as Servicer hereunder, enter into transactions with any of its Affiliates relating to the WMMSC Serviced Mortgage Loans; provided that (a) WMMSC acts (i) in accordance with Accepted Servicing Practices and the terms of this Agreement, and (ii) in the ordinary course of business of WMMSC; and (b) the terms of such transaction are no less favorable to WMMSC than it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate of WMMSC. Notwithstanding the preceding sentence, any such transaction between WMMSC and any of its Affiliates shall not release WMMSC from any of its obligations hereunder and WMMSC 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 the WMMSC. Any fees and expenses relating to such transaction between WMMSC and its Affiliate that are not otherwise reimbursable to WMMSC 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) At the cost and expense of the related Master Servicer or a Servicer, without any right of reimbursement from the Depositor, the Trustee, the Trust Administrator or the applicable Collection Account, the related 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 a the Master Servicer or such Servicer, at the related 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 7.018.01, and if requested to do so by the TrusteeTrustee or Trust Administrator, the related Master Servicer shall 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 related 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 Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no neither the Master Servicer nor the related Servicer shall be relieved of its obligations to the Depositor, Trustee the Trust, Trustee, the Trust Administrator or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A The Master Servicer and each Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of the Master Servicer or such Servicer by such Subservicer or Outsourcer, as applicable, by 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 or payments with respect to the related Non-Designated Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the related 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 Special Servicer 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 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 Non-Designated Mortgage Loans may be subserviced by a Subservicer on behalf of 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, 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 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 a such Servicer of a 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 a the Subservicer as fully as if such acts and omissions were those of a such Servicer. The related 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 the related such Servicer, and the related 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. (b) At With respect to any Non-Designated Mortgage Loans, at the cost and expense of the related a Servicer, without any right of reimbursement from the Depositor, the Trustee, the Trust Administrator or the applicable Collection Account, the related 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 a such Servicer, at the related such Servicer’s option, from electing to service the related Non-Designated Mortgage Loans itselfitself and provided further that WMBFA, in its capacity as Servicer of the WMBFA Serviced Mortgage Loans, shall not be deemed to be a Subservicer of the Master Servicer for purposes of the termination right set forth in this Section 3.02(b). In the event that a Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 7.018.01, and if requested to do so by the TrusteeTrustee or Trust Administrator, the related such Servicer shall shall, at its own cost and expense terminate the rights and responsibilities of its Subservicer as soon as is reasonably possible. The related 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 a Servicer and its Subservicer, or a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no the related Servicer shall not be relieved of its obligations to the Depositor, Trustee Trustee, the Trust Administrator or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Non-Designated Mortgage Loans. A Each Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, by such Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Non-Designated Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the related 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 Servicer 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 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 Mortgage Loans may be subserviced by a Subservicer on behalf of 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, 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 the foregoing, 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 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 a Servicer and its Subservicer, a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the 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, Subservicer and the related Servicer alone, and the Depositor, the Trustee, the Special Servicer 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 Mortgage Loans may be subserviced by a Subservicer on behalf of 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, 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 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 a the Servicer of a the Subservicer shall not release such the Servicer from any of its obligations hereunder and such the Servicer shall remain responsible hereunder for all acts and omissions of a the Subservicer as fully as if such acts and omissions were those of a the Servicer. The related Servicer shall pay all fees and expenses of any Subservicer engaged by such the Servicer from its own funds. Notwithstanding the foregoing, each 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 such 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 a the Servicer of any such Outsourcer shall not release the related Servicer from any of its obligations hereunder and such 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 related Servicer, and the related Servicer shall pay all fees and expenses of the Outsourcer from such the Servicer’s own funds. (b) At the cost and expense of the related Servicer, without any right of reimbursement from the Depositor, Trustee, the 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 the Servicer, at the related Servicer’s option, from electing to service the related Mortgage Loans itself. In the event that a the Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 7.018.01, and if requested to do so by the Trustee, the related Servicer shall 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 the Servicer’s own funds without any right of reimbursement from the Depositor, Trustee, Trustee or the applicable Collection Account. (c) Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between a the Servicer and its Subservicer, a the Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no the Servicer shall not be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A The Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such the Servicer by such Subservicer or Outsourcer, as applicable, by such Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a the Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the 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, Subservicer and the related Servicer alone, and the Depositor, the Trustee, the Special Servicer Depositor and the other Servicer Trustee shall have no obligations, duties or liabilities with respect to a Subservicer including no obligation, duty or liability of the Depositor or the Trustee to pay a Subservicer’s fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Mortgage Loans may be subserviced by a Subservicer on behalf of the related Servicer in accordance with the servicing provisions of this Agreement, provided that the Subservicer is a FNMA-an approved lender Fannie Mae or a FHLMC Freddie Mac 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 The Sexxxxxx xxx perxxxx xxy of its servicing responsibilities hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by a the Servicer of a the Subservicer shall not release such the Servicer from any of its obligations hereunder and such the Servicer shall remain responsible hereunder for all acts and omissions of a the Subservicer as fully as if such acts and omissions were those of a the Servicer. The related Servicer shall pay all fees and expenses of any Subservicer engaged by such the Servicer from its own funds. Notwithstanding the foregoing, each 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 such the Servicer’s '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 the Servicer of any such Outsourcer shall not release the related Servicer from any of its obligations hereunder and such 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 related Servicer, and the related Servicer shall pay all fees and expenses of the Outsourcer from such the Servicer’s 's own funds. (b) At the cost and expense of the related Servicer, without any right of reimbursement from the Depositor, Trustee, the Trust Fund, 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 the Servicer, at the related Servicer’s 's option, from electing to service the related Mortgage Loans itself. In the event that a the Servicer’s '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 the Servicer’s 's own funds without any 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 a the Servicer and its Subservicer, a the Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A The Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such the Servicer by such Subservicer or Outsourcer, as applicable, by such Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a the Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer Outsourcer, as applicable, regardless of whether such payments are remitted by the Subservicer or Outsourcer Outsourcer, as applicable, to the related 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 SubservicerSubservicer or an Outsourcer, and the related Servicer alone, and the Depositor, the Trustee, the Special Servicer 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 's fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Non-Designated Mortgage Loans may be subserviced by a Subservicer on behalf of 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, 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 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 a such Servicer of a 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 a the Subservicer as fully as if such acts and omissions were those of a such Servicer. The related 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 the related such Servicer, and the related 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 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) At With respect to any Non-Designated Mortgage Loans, at the cost and expense of the related a Servicer, without any right of reimbursement from the Depositor, the Trustee, the Trust Administrator or the applicable Collection Account, the related 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 a such Servicer, at the related 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 7.018.01, and if requested to do so by the TrusteeTrustee or Trust Administrator or such Servicer shall, 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 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 a Servicer and its Subservicer, Subservicer or a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no the related Servicer shall not be relieved of its obligations to the Depositor, Trustee the Trust, Trustee, the Trust Administrator or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Non-Designated Mortgage Loans. A Each Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Non-Designated Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the related 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 Special Servicer Trust Administrator, the Master Servicer, the other Servicers and the other 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) Xxxxxxxx’x 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 Xxxxxxxx’x 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 Mortgage Loans may be subserviced by a Subservicer on behalf of the related Servicer in accordance with the servicing provisions of this Agreement, provided that the Subservicer is a FNMA-an approved lender Fannie Mae or a FHLMC sellerFxxxxxx Xxx selxxx/servicer xxxvicer 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 such Servicer of a 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 a the Subservicer as fully as if such acts and omissions were those of a such Servicer. The related Each Servicer shall pay all fees and expenses of any Subservicer engaged by such Servicer from its own funds. Notwithstanding 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 '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 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 the related such Servicer, and the related such Servicer shall pay all fees and expenses of the Outsourcer from such Servicer’s 's own funds. (b) At the cost and expense of the related a Servicer, without any right of reimbursement from the Depositor, Trustee, the Trust Fund, or the applicable Collection Account, the related 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 a such Servicer, at the related such Servicer’s 's option, from electing to service the related Mortgage Loans itself. In the event that a Servicer’s '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 such Servicer shall at its own cost and expense terminate the rights and responsibilities of its Subservicer as soon as is reasonably possible. The related 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 's own funds without any 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 a Servicer and its Subservicer, a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A Each Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, by such Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer Outsourcer, as applicable, regardless of whether such payments are remitted by the Subservicer or Outsourcer Outsourcer, as applicable, to the related such 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 SubservicerSubservicer or an Outsourcer, and the 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 's fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Mortgage Loans may be subserviced by a Subservicer on behalf of the related Servicer in accordance with the servicing provisions of this Agreement, provided that the Subservicer is a FNMA-an approved lender FNMA 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 such Servicer of a 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 a the Subservicer as fully as if such acts and omissions were those of a such Servicer. The related Each Servicer shall pay all fees and expenses of any Subservicer engaged by such Servicer from its own funds. Notwithstanding 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 '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 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 the related such Servicer, and the related such Servicer shall pay all fees and expenses of the Outsourcer from such Servicer’s 's own funds. (b) At the cost and expense of the related a Servicer, without any right of reimbursement from the Depositor, Trustee, the Trust Fund, or the applicable Collection Account, the related 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 a such Servicer, at the related such Servicer’s 's option, from electing to service the related Mortgage Loans itself. In the event that a Servicer’s '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 such Servicer shall at its own cost and expense terminate the rights and responsibilities of its Subservicer as soon as is reasonably possible. The related 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 's own funds without any 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 a Servicer and its Subservicer, a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A Each Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, by such Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer Outsourcer, as applicable, regardless of whether such payments are remitted by the Subservicer or Outsourcer Outsourcer, as applicable, to the related such 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 SubservicerSubservicer or an Outsourcer, and the related Servicer alone, and the Depositor, the Trustee, the Special Servicer 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 's fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Mortgage Loans may be 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 FHLMC-approved seller/servicer in good standing. With respect to the Mortgage Loans, the Master Servicer 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 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 a the Master Servicer or such Servicer of a 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 a the Subservicer as fully as if such acts and omissions were those of a such Master Servicer or Servicer. The related With respect to the 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 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 related Master Servicer or such Servicer, and the related 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 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 With respect to any Mortgage Loans, at the cost and expense of the related Master Servicer or a Servicer, without any right of reimbursement from the Depositor, the Trustee, the Trust Administrator or the applicable Collection Account, the related 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 a the Master Servicer or such Servicer, at the related Master Servicer’s or such Servicer’s option, from electing to service the related Mortgage Loans itselfitself and provided further that WMBFA, in its capacity as Servicer of the WMBFA Serviced Mortgage Loans, shall not be deemed to be a Subservicer of the Master Servicer for purposes of the termination right set forth in this Section 3.02(b). In the event that the Master Servicer or a Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 7.018.01, and if requested to do so by the TrusteeTrustee or Trust Administrator, the related Master Servicer shall 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 related 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 Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no neither the Master Servicer nor the related Servicer shall be relieved of its obligations to the Depositor, Trustee Trustee, the Trust Administrator or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A The Master Servicer and each Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of the Master Servicer or such Servicer by such Subservicer or Outsourcer, as applicable, by 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 or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the related 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 Special Servicer 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) 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 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 WMMSC Serviced Mortgage Loans may be subserviced by a Subservicer on behalf of the related Servicer in accordance with the servicing provisions of this Agreement, provided that the Subservicer is a FNMA-approved lender or a FHLMC FHLMC-approved seller/servicer in good standing. With respect to the WMMSC Serviced Mortgage Loans, 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 the Servicer of a the Subservicer shall not release such the Servicer from any of its obligations hereunder and such the Servicer shall remain responsible hereunder for all acts and omissions of a the Subservicer as fully as if such acts and omissions were those of a the Servicer. The related With respect to the Mortgage Loans, the Master Servicer and the Servicer shall pay all fees and expenses of any Subservicer engaged by such the Master Servicer or the Servicer from its own funds. Notwithstanding the foregoing, each 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 such 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 a the Servicer of any such Outsourcer shall not release the related Servicer from any of its obligations hereunder and such 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 related Servicer, and the related Servicer shall pay all fees and expenses of the Outsourcer from such the Servicer’s own funds. The 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) the Servicer acts (i) in accordance with Accepted Servicing Practices and the terms of this Agreement, and (ii) in the ordinary course of business of the Servicer; and (b) the terms of such transaction are no less favorable to the Servicer than it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate of the Servicer. (b) At With respect to any related Mortgage Loans, at the cost and expense of the related Servicer, without any right of reimbursement from the Depositor, the Trustee, the Trust Administrator 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 the Servicer, at the related Servicer’s option, from electing to service the related Mortgage Loans itself. In the event that a the Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 7.018.01, and if requested to do so by the TrusteeTrustee or Trust Administrator, the related Servicer shall 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 the 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 a the Servicer and its Subservicer, a the Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no the Servicer shall not be relieved of its obligations to the Depositor, Trustee Trustee, the Trust Administrator or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A The Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such the Servicer by such Subservicer or Outsourcer, as applicable, by such Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a the Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the 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, Subservicer and the related Servicer alone, and the Depositor, the Trustee, the Special Servicer Trustee and the other Servicer Trust Administrator shall have no obligations, duties or liabilities with respect to a Subservicer including no obligation, duty or liability of the Depositor, Trustee and the Trust Administrator to pay a Subservicer’s fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Mortgage Loans may be subserviced by a Subservicer on behalf of the related Servicer in accordance with the servicing provisions of this Agreement, provided that the Subservicer is a FNMA-an approved lender Fxxxxx Mxx or a FHLMC Fxxxxxx Mac 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 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 a the Servicer of a the Subservicer shall not release such the Servicer from any of its obligations hereunder and such the Servicer shall remain responsible hereunder for all acts and omissions of a the Subservicer as fully as if such acts and omissions were those of a the Servicer. The related Servicer shall pay all fees and expenses of any Subservicer engaged by such the Servicer from its own funds. Notwithstanding the foregoing, each 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 such 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 a the 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 the Servicer’s own funds. (b) At the cost and expense of the related Servicer, without any right of reimbursement from the Depositor, Trustee, the Trust Fund, 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 the Servicer, at the related Servicer’s option, from electing to service the related Mortgage Loans itself. In the event that a 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 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 the Servicer’s own funds without any 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 a the Servicer and its Subservicer, a the Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A The Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such the Servicer by such Subservicer or Outsourcer, as applicable, by such Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a the Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer Outsourcer, as applicable, regardless of whether such payments are remitted by the Subservicer or Outsourcer Outsourcer, as applicable, to the related 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 SubservicerSubservicer or an Outsourcer, and the related Servicer alone, and the Depositor, the Trustee, the Special Servicer Depositor and the other Servicer 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 Non-Designated Mortgage Loans may be subserviced by a Subservicer on behalf of 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, 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 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 a such Servicer of a 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 a the Subservicer as fully as if such acts and omissions were those of a such Servicer. The related 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 the related such Servicer, and the related 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 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 Servicers. (b) At With respect to any Non-Designated Mortgage Loans, at the cost and expense of the related a Servicer, without any right of reimbursement from the Depositor, the Trustee, the Trust Administrator or the applicable Collection Account, the related 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 a such Servicer, at the related 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 7.018.01, and if requested to do so by the TrusteeTrustee or Trust Administrator or such Servicer shall, 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 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 a Servicer and its Subservicer, Subservicer or a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no the related Servicer shall not be relieved of its obligations to the Depositor, Trustee the Trust, Trustee, the Trust Administrator or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Non-Designated Mortgage Loans. A Each Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Non-Designated Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the related 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 Special Servicer Trust Administrator, the Master Servicers, the other Servicers and the other 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 Servicers, 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 Mortgage Loans may be subserviced by a Subservicer on behalf of 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, 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 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 a the Servicer of a the Subservicer shall not release such the Servicer from any of its obligations hereunder and such the Servicer shall remain responsible hereunder for all acts and omissions of a the Subservicer as fully as if such acts and omissions were those of a the Servicer. The related Servicer shall pay all fees and expenses of any Subservicer engaged by such the Servicer from its own funds. Notwithstanding the foregoing, each the Servicer shall be entitled to outsource one or more separate servicing functions to a Person (each, an “Outsourcer”"OUTSOURCER") that does not meet the eligibility requirements for a Subservicer, so long as such outsourcing does not constitute the delegation of such the Servicer’s '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 the Servicer of any such Outsourcer shall not release the related Servicer from any of its obligations hereunder and such 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 related Servicer, and the related Servicer shall pay all fees and expenses of the Outsourcer from such the Servicer’s 's own funds. (b) At the cost and expense of the related Servicer, without any right of reimbursement from the Depositor, Trustee, the Trust Fund, 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 the Servicer, at the related Servicer’s 's option, from electing to service the related Mortgage Loans itself. In the event that a the Servicer’s '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 the Servicer’s 's own funds without any 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 a the Servicer and its Subservicer, a the Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no the Servicer shall not be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A The Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such the Servicer by such Subservicer or Outsourcer, as applicable, by such Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a the Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer Outsourcer, as applicable, regardless of whether such payments are remitted by the Subservicer or Outsourcer Outsourcer, as applicable, to the related 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 SubservicerSubservicer or an Outsourcer, and the related Servicer alone, and the Depositor, the Trustee, the Special Servicer Depositor and the other Servicer 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 's fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Mortgage Loans may be subserviced by a Subservicer on behalf of the related Servicer in accordance with the servicing provisions of this Agreement, provided that the Subservicer is a FNMA-an approved lender Fannie Mae or a FHLMC Freddie Mac 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 xxx xexxxrm axx xx xts servicing responsibilities hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by a such Servicer of a 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 a the Subservicer as fully as if such acts and omissions were those of a such Servicer. The related Each Servicer shall pay all fees and expenses of any Subservicer engaged by such Servicer from its own funds. Notwithstanding 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 '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 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 the related such Servicer, and the related such Servicer shall pay all fees and expenses of the Outsourcer from such Servicer’s 's own funds. (b) At the cost and expense of the related a Servicer, without any right of reimbursement from the Depositor, Trustee, the Trust Fund, or the applicable Collection Account, the related 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 a such Servicer, at the related such Servicer’s 's option, from electing to service the related Mortgage Loans itself. In the event that a Servicer’s '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 such Servicer shall at its own cost and expense terminate the rights and responsibilities of its Subservicer as soon as is reasonably possible. The related 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 's own funds without any 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 a Servicer and its Subservicer, a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A Each Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, by such Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer Outsourcer, as applicable, regardless of whether such payments are remitted by the Subservicer or Outsourcer Outsourcer, as applicable, to the related such 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 SubservicerSubservicer or an Outsourcer, and the 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 's fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Mortgage Loans may be subserviced by a Subservicer on behalf of 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, 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 such 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 the Subservicer as fully as if such acts and omissions were those of a such Servicer. The related Each Servicer shall pay all fees and expenses of any Subservicer engaged by such Servicer from its own funds. Notwithstanding 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 '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 such Servicer, and the related such Servicer shall pay all fees and expenses of the Outsourcer from such Servicer’s 's own funds. (b) At the cost and expense of the related a Servicer, without any right of reimbursement from the Depositor, Trustee, or the applicable Collection Account, the related 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 a such Servicer, at the related such Servicer’s 's option, from electing to service the related Mortgage Loans itself. In the event that a Servicer’s 's responsibilities and duties under this Agreement are terminated pursuant to Section 7.018.01, and if requested to do so by the Trustee, the related such Servicer shall at its own cost and expense terminate the rights and responsibilities of its Subservicer as soon as is reasonably possible. The related 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 '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 a Servicer and its Subservicer, a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A Each Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, by such Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the related 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 related Servicer alone, and the Depositor, the Trustee, the Special Servicer other Servicers and the other 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 other Servicers or the Special Servicer to pay a Subservicer’s 's fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Mortgage Loans may be subserviced by a Subservicer on behalf of 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, 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 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 a the Servicer of a Subservicer shall not release such the Servicer from any of its obligations hereunder and such 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 a the Servicer. The related Servicer shall pay all fees and expenses of any Subservicer engaged by such the Servicer from its own funds. Notwithstanding the foregoing, each 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 such 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 a the Servicer of any such Outsourcer shall not release the related Servicer from any of its obligations hereunder and such 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 related Servicer, and the related Servicer shall pay all fees and expenses of the Outsourcer from such the 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 the Servicer, at the related Servicer’s option, from electing to service the related Mortgage Loans itself. In the event that a 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 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 the 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 a the Servicer and its Subservicer, a the Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no the Servicer shall not be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A The Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such the Servicer by such Subservicer or Outsourcer, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a the Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the 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, the Special Servicer Depositor and the other Servicer 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 Non Designated Mortgage Loans may be 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 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 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 a the Master Servicer or such Servicer of a 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 a the Subservicer as fully as if such acts and omissions were those of a such Master Servicer or Servicer. The related 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 the foregoingforegoing 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 related Master Servicer or such Servicer, and the related Master Servicer or such Servicer shall pay all fees and expenses of the Outsourcer from such Master Servicer or Servicer’s own funds. WMMSC may, in connection with its duties as Servicer hereunder, enter into transactions with any of its Affiliates relating to the WMMSC Serviced Mortgage Loans; provided that (a) WMMSC acts (i) in accordance with Accepted Servicing Practices and the terms of this Agreement, and (ii) in the ordinary course of business of WMMSC; and (b) the terms of such transaction are no less favorable to WMMSC than it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate of WMMSC. Notwithstanding the preceding sentence, any such transaction between WMMSC and any of its Affiliates shall not release WMMSC from any of its obligations hereunder and WMMSC 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 the WMMSC. Any fees and expenses relating to such transaction between WMMSC and its Affiliate that are not otherwise reimbursable to WMMSC 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) At the cost and expense of the related Master Servicer or a Servicer, without any right of reimbursement from the Depositor, the Trustee, the Trust Administrator or the applicable Collection Account, the related 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 a the Master Servicer or such Servicer, at the related Master Servicer’s or such Servicer’s option, from electing to service the related Mortgage Loans itself, provided further that Fifth Third, in its capacity as Servicer of the Fifth Third Serviced Mortgage Loans, shall not be deemed to be a Subservicer of the Master Servicer for purposes of the termination right set forth in this Section 3.02(b). In the event that the Master Servicer or a Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 7.018.01, and if requested to do so by the TrusteeTrustee or Trust Administrator, the related Master Servicer shall 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 related 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 Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no neither the Master Servicer nor the related Servicer shall be relieved of its obligations to the Depositor, Trustee Trustee, the Trust Administrator or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A The Master Servicer and each Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of the Master Servicer or such Servicer by such Subservicer or Outsourcer, as applicable, by 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 or payments with respect to the related Non Designated Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the related 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 Special Servicer 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 Mortgage Loans may be subserviced by a Subservicer on behalf of 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, 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 such Servicer of a 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 a the Subservicer as fully as if such acts and omissions were those of a such Servicer. The related Each Servicer shall pay all fees and expenses of any Subservicer engaged by such Servicer from its own funds. Notwithstanding 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 '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 such Servicer, and the related such Servicer shall pay all fees and expenses of the Outsourcer from such Servicer’s 's own funds. (b) At the cost and expense of the related a Servicer, without any right of reimbursement from the Depositor, Trustee, or the applicable Collection Account, the related 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 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 a Servicer and its Subservicer, a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the 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, 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 to pay a Subservicer’s fees and expenses.in

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Mortgage Loans may be subserviced by a Subservicer on behalf of the related Servicer in accordance with the servicing provisions of this Agreement, provided that the Subservicer is a FNMA-an approved lender Xxxxxx Xxx or a FHLMC Xxxxxxx Mac 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 such Servicer of a 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 a the Subservicer as fully as if such acts and omissions were those of a such Servicer. The related Each Servicer shall pay all fees and expenses of any Subservicer engaged by such Servicer from its own funds. Notwithstanding 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 '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 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 the related such Servicer, and the related such Servicer shall pay all fees and expenses of the Outsourcer from such Servicer’s 's own funds. (b) At the cost and expense of the related a Servicer, without any right of reimbursement from the Depositor, Trustee, the Trust Fund, or the applicable Collection Account, the related 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 a such Servicer, at the related such Servicer’s 's option, from electing to service the related Mortgage Loans itself. In the event that a Servicer’s '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 such Servicer shall at its own cost and expense terminate the rights and responsibilities of its Subservicer as soon as is reasonably possible. The related 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 's own funds without any 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 a Servicer and its Subservicer, a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A Each Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, by such Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer Outsourcer, as applicable, regardless of whether such payments are remitted by the Subservicer or Outsourcer Outsourcer, as applicable, to the related such 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 SubservicerSubservicer or an Outsourcer, and the related Servicer alone, and the Depositor, the Trustee, the Special Servicer 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 's fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Non-Designated Mortgage Loans may be subserviced by a Subservicer on behalf of 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, 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 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. The 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 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) At 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 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 a Servicer and its Subservicer, a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Non-Designated Mortgage Loans. A Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Non-Designated Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the 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, Subservicer and the related Servicer alone, and the Depositor, the Trustee, the other Servicers, the Special Servicer and the other Master 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 Non-Designated Mortgage Loans may be subserviced by a Subservicer on behalf of the related Servicer in accordance with the servicing provisions of this Agreement; provided, provided that the Subservicer is must be a FNMA-approved lender or a FHLMC seller/servicer in good standing. With respect to the Non-Designated Mortgage Loans, 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 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 a such Servicer of a 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 a the Subservicer as fully as if such acts and omissions were those of a such Servicer. The related 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 '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 such Servicer, and the related such Servicer shall pay all fees and expenses of the Outsourcer from such Servicer’s '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 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 Sellers or the Master Servicer. (b) At With respect to any Non-Designated Mortgage Loans, at the cost and expense of the related a Servicer, without any right of reimbursement from the Depositor, the Trustee, the Trust Administrator or the applicable Collection Account, the related 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 a such Servicer, at the related such Servicer’s 's option, from electing to service the related Non-Designated Mortgage Loans itself. In the event that a Servicer’s 's responsibilities and duties under this Agreement are terminated pursuant to Section 7.018.01, and if requested to do so by the TrusteeTrustee or Trust Administrator or such Servicer shall, 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 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 '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 a Servicer and its Subservicer, Subservicer or a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no the related Servicer shall not be relieved of its obligations to the Depositor, Trustee the Trust, Trustee, the Trust Administrator or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Non-Designated Mortgage Loans. A Each Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Non-Designated Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the related 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 Special Servicer Trust Administrator, the Master Servicer, the other Servicers and the other 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 's fees and expenses. (d) Each Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, a "Facility") under which (i) such Servicer assigns or pledges to another person (a "Lender") (A) such Servicer's rights under this Agreement to be reimbursed for any Advances or Servicing Advances, and (B) any and all rights of such Servicer under this Agreement resulting from such Servicer's performance of its obligations under this Agreement, including, without limitation, any Servicing Fees, interest income, Ancillary Income, and other payments received by such Servicer for servicing the Mortgage Loans related thereto and (ii) the Lender agrees to fund some or all Advances and/or Servicing Advances required to be made by such Servicer pursuant to this Agreement. No consent of the Trustee, Trust Administrator, Master Servicer, Certificateholders, Rating Agency or any other party is required before such Servicer may enter into a Facility; provided, however, that the consent of the Trust Administrator shall be required before such Servicer may cause to be outstanding at one time more than one Facility. Notwithstanding the existence of any Facility, such 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 such 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 Mortgage Loans may be subserviced by a Subservicer on behalf of 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, 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 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 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 a Servicer and its Subservicer, a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the 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, 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 to pay a Subservicer’s fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Non-Designated Mortgage Loans may be subserviced by a Subservicer on behalf of 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, 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 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 a such Servicer of a 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 a the Subservicer as fully as if such acts and omissions were those of a such Servicer. The related 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 the related such Servicer, and the related 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. (b) At With respect to any Non-Designated Mortgage Loans, at the cost and expense of the related a Servicer, without any right of reimbursement from the Depositor, the Trustee, the Trust Administrator or the applicable Collection Account, the related 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 a such Servicer, at the related 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 7.018.01, and if requested to do so by the TrusteeTrustee or Trust Administrator, the related such Servicer shall shall, at its own cost and expense terminate the rights and responsibilities of its Subservicer as soon as is reasonably possible. The related 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 a Servicer and its Subservicer, or a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no the related Servicer shall not be relieved of its obligations to the Depositor, Trustee Trustee, the Trust Administrator or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Non-Designated Mortgage Loans. A Each Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, by such Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Non-Designated Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the related 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 Special Trust Administrator, the Master Servicer 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 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 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 Mortgage Loans may be subserviced by a Subservicer on behalf of 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 Mortgage Loans, 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 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 a such Servicer of a 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 a the Subservicer as fully as if such acts and omissions were those of a such Servicer. The related With respect to the 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 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 such Servicer, and the related 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 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) At With respect to any Mortgage Loans, at the cost and expense of the related a Servicer, without any right of reimbursement from the Depositor, the Trustee, the Trust Administrator or the applicable Collection Account, the related 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 a such Servicer, at the related 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 7.018.01, and if requested to do so by the TrusteeTrustee or Trust Administrator or such Servicer shall, 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 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 a Servicer and its Subservicer, Subservicer or a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no the related Servicer shall not be relieved of its obligations to the Depositor, Trustee the Trust, Trustee, the Trust Administrator or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A Each Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the related 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 related Servicer alone, and the Depositor, the Trustee, the Special Servicer Trust Administrator, the Master Servicer, the other Servicers and the other 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) Xxxxxxxx’x 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 Xxxxxxxx’x 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 Mortgage Loans may be subserviced by a Subservicer on behalf of the related Servicer in accordance with the servicing provisions of this Agreement, provided that the Subservicer is a FNMA-an approved lender Xxxxxx Xxx or a FHLMC Xxxxxxx Mac 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 such Servicer of a 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 a the Subservicer as fully as if such acts and omissions were those of a such Servicer. The related Each Servicer shall pay all fees and expenses of any Subservicer engaged by such Servicer from its own funds. Notwithstanding 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 '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 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 the related such Servicer, and the related such Servicer shall pay all fees and expenses of the Outsourcer from such Servicer’s 's own funds. (b) At the cost and expense of the related a Servicer, without any right of reimbursement from the Depositor, Trustee, the Trust Fund, or the applicable Collection Account, the related 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 a such Servicer, at the related such Servicer’s 's option, from electing to service the related Mortgage Loans itself. In the event that a Servicer’s '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 such Servicer shall at its own cost and expense terminate the rights and responsibilities of its Subservicer as soon as is reasonably possible. The related 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 's own funds without any 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 a Servicer and its Subservicer, a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A Each Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, by such Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer Outsourcer, as applicable, regardless of whether such payments are remitted by the Subservicer or Outsourcer Outsourcer, as applicable, to the related such 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 SubservicerSubservicer or an Outsourcer, and the 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 's fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Mortgage Loans may be subserviced by a Subservicer on behalf of 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, 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 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 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) At With respect to any 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 a Servicer and its Subservicer, a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the 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, 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 to pay a Subservicer’s fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Non-Designated Mortgage Loans may be 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 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 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 a the Master Servicer or such Servicer of a 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 a the Subservicer as fully as if such acts and omissions were those of a such Master Servicer or Servicer. The related 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 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 related Master Servicer or such Servicer, and the related Master Servicer or such Servicer shall pay all fees and expenses of the Outsourcer from such Master Servicer or Servicer’s own funds. WMMSC may, in connection with its duties as Servicer hereunder, enter into transactions with any of its Affiliates relating to the WMMSC Serviced Mortgage Loans; provided that (a) WMMSC acts (i) in accordance with Accepted Servicing Practices and the terms of this Agreement, and (ii) in the ordinary course of business of WMMSC; and (b) the terms of such transaction are no less favorable to WMMSC than it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate of WMMSC. Notwithstanding the preceding sentence, any such transaction between WMMSC and any of its Affiliates shall not release WMMSC from any of its obligations hereunder and WMMSC 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 the WMMSC. Any fees and expenses relating to such transaction between WMMSC and its Affiliate that are not otherwise reimbursable to WMMSC 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) At the cost and expense of the related Master Servicer or a Servicer, without any right of reimbursement from the Depositor, the Trustee, the Trust Administrator or the applicable Collection Account, the related 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 a the Master Servicer or such Servicer, at the related 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 7.018.01, and if requested to do so by the TrusteeTrustee or Trust Administrator, the related Master Servicer shall 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 related 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 a Servicer and its Subservicer, a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the 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, 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 to pay a Subservicer’s fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Mortgage Loans may be subserviced by a Subservicer on behalf of 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, 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 With respect to the 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. The 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. Notwithstanding 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. (b) At With respect to any 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 a Servicer and its Subservicer, a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the 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, Subservicer and the related Servicer alone, and the Depositor, the Trustee, the Special Servicer Trustee and the other Servicer 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 Mortgage Loans may be subserviced by a Subservicer on behalf of 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, 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 the Servicer of a the Subservicer shall not release such the Servicer from any of its obligations hereunder and such the Servicer shall remain responsible hereunder for all acts and omissions of a the Subservicer as fully as if such acts and omissions were those of a the Servicer. The related Servicer shall pay all fees and expenses of any Subservicer engaged by such the Servicer from its own funds. Notwithstanding the foregoing, each 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 such the Servicer’s '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 the Servicer of any such Outsourcer shall not release the related Servicer from any of its obligations hereunder and such 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 related Servicer, and the related Servicer shall pay all fees and expenses of the Outsourcer from such the Servicer’s '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 the Servicer, at the related Servicer’s 's option, from electing to service the related Mortgage Loans itself. In the event that a the Servicer’s '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 the Servicer’s '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 a the Servicer and its Subservicer, a the Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A The Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such the Servicer by such Subservicer or Outsourcer, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a the Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the 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, the Special Servicer 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 '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; provided, however, that (i) such subservicing arrangement and the terms of the related subservicing agreement must provide for the servicing of such Mortgage Loans may in a manner consistent with the servicing arrangements contemplated hereunder, (ii) that such subservicng agreement would not result in a withdrawal or a downgrading by any Rating Agency of the ratings on any Class of Certificates (without regard to the Fannie Mae Guaranty, in the case ox xxx Gxxxanteed Certificates), as evidenced by a letter to that effect delivered by each Rating Agency to the Depositor and the Guarantor and (iii) the Guarantor shall have consented to such subservicing agreement (which consent shall not be subserviced unreasonably withheld) with Subservicers, for the servicing and administration of the Mortgage Loans. The Master Servicer shall deliver to the Guarantor and the Trustee copies of all Subservicing Agreements, and any amendments or modifications thereof, promptly upon the Master Servicer's execution and deliver of such instruments. The Master Servicers, with the written consent of the Guarantor (which consent shall not be unreasonably withheld), and the Guarantor shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing 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 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 Master Servicer. The related Servicer shall pay all fees and expenses of any Subservicer engaged by such Servicer from its own funds. Notwithstanding 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 provisions 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 Servicersubservicing agreement, 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 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 a the Master Servicer and its Subservicer, a Servicer and its Outsourcer, Subservicer or any reference herein to actions taken through the Subservicer, the Outsourcer, a Subservicer or otherwise, no the Master Servicer shall be relieved of its obligations 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 such obligation or Certificateholders liability by virtue of such 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 it the Master Servicer alone were servicing and administering the related Mortgage Loans. A Servicer All actions of each Subservicer performed pursuant to the related subservicing agreement shall be entitled to enter into performed as an agreement agent of the Master Servicer with its Subservicer the same force and Outsourcer for indemnification of such Servicer effect as if performed directly by such Subservicer or Outsourcer, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. the Master Servicer. (b) For purposes of this Agreement, a the Master Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the related Master Servicer. (c) The Guarantor may require the Master Servicer to enter into a special subservicing agreement with a servicer with expertise in servicing delinquent mortgage loans as designated by the Guarantor (the "Special Servicer") on or after the earliest Distribution Date with respect to which the Certificate Principal Balance of the Class B-2 Certificates has been reduced to zero. The parties hereto agree that, as of the Closing Date, Litton Loan Servicing LP is an appxxxxx Special Servicer. Any Subservicing Such special subservicing agreement shall relate to the servicing of only Mortgage Loans that (x) have been delinquent in payment with respect to three or more Monthly Payments (provided, however, that the third such Monthly Payment shall not be deemed to be delinquent for purposes of this clause (x) until the close of business on the last day of the month in which such Monthly Payment first became due) and (y) have been transferred to the Special Servicer in accordance with this Section 3.02 and the related special subservicing agreement (a "Specially Serviced Mortgage Loan"). (d) The special subservicing agreement shall be consistent with the provisions of this Agreement. In addition, any special subservicing agreement with a Special Servicer appointed in accordance with Section 3.02(c) shall be on terms which shall be reasonably acceptable to the Guarantor and the Master Servicer and shall provide, at a minimum that: (1) the Special Servicer shall service only the Specially Serviced Mortgage Loans in a manner consistent with the provisions with this Agreement except as provided otherwise in the special subservicing agreement; (2) the Special Servicer shall use the Fannie Mae foreclosure networx (xxx xxx the customary fees therefor) for foreclosures and any other transactions or services bankruptcies relating to Specially Serviced Mortgage Loans; (3) the Special Servicer shall use the Fannie Mae disposition servicx (xxx pay the customary fees therefor) for the disposition of REO Property related to Specially Serviced Mortgage Loans; (4) the Special Servicer shall make Servicing Advances on the Specially Serviced Mortgage Loans to the same extent and in the same manner as the Master Servicer with respect to the Mortgage Loans involving a Subservicer shall be deemed pursuant to be between the Subservicer, and the related Servicer alone, and the Depositor, the Trustee, this Agreement; (5) the Special Servicer shall be entitled to receive the Servicing Fee with respect to all Specially Serviced Mortgage Loans; (6) prior to the transfer of servicing to the Special Servicer, the Master Servicer and the other Special Servicer shall have no provided all notices relating to such transfer of servicing as required to be delivered to the borrowers by applicable state and federal law; (7) the Special Servicer shall indemnify the Master Servicer and the Trustee for any liabilities to them arising from failures of the Special Servicer to perform its obligations according to the terms of the subservicing agreement; (8) the Master Servicer shall promptly give notice thereof to the Trustee and the Guarantor of the transfer of servicing to the Special Servicer, including the loan number together with the borrower's name and the unpaid principal balance of the transferred Mortgage Loan at the time of transfer; (9) each of the respective obligations, duties duties, and liabilities of the Master Servicer and the Special Servicer (or liabilities either of them) with respect to the servicing of the Specially Serviced Mortgage Loans that have arisen prior to the date on which the servicing of such Specially Serviced Mortgage Loan was transferred to the Special Servicer (the "Effective Date"), or that arise on and after the Effective Date, under this Agreement and the subservicing agreement and that remain unperformed or unsatisfied shall survive any transfer of servicing; (10) once a Subservicer including Mortgage Loan becomes a Specially Serviced Mortgage Loan, such Mortgage Loan shall remain a Specially Serviced Mortgage Loan, and shall continue to be serviced by the Special Servicer, until the earlier of the liquidation or other disposition of such Mortgage Loan or the termination of the subservicing agreement, regardless of delinquency status or otherwise; (11) the Guarantor may remove the Special Servicer if the Special Servicer at any time fails to meet any of the above criteria or otherwise, in the judgment of the Guarantor, fails to perform according to the terms of the subservicing agreement and the provisions of this Section 3.02; provided that prior to any such removal the Guarantor shall designate a successor Special Servicer meeting the requirements of this Section 3.02, and no obligationremoval of a Special Servicer shall be effective until a successor Special Servicer has entered into a special subservicing agreement meeting the requirements of this Section 3.02 and agreed to assume the duties of the Special Servicer or the Master Servicer has undertaken such duties; and (12) in connection with any transfer of a Mortgage Loan to the Special Servicer as a Specially Serviced Mortgage Loan, duty the Master Servicer shall execute any appropriate assignments or liability other documents reasonable and necessary to pay a Subservicer’s fees and expensesfurther the prosecution of the Special Servicer obligations under the special subservicing agreement.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Non-Designated Mortgage Loans may be 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 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 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 a the Master Servicer or such Servicer of a 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 a the Subservicer as fully as if such acts and omissions were those of a such Master Servicer or Servicer. The related 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 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 related Master Servicer or such Servicer, and the related 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 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 With respect to any Non-Designated Mortgage Loans, at the cost and expense of the related Master Servicer or a Servicer, without any right of reimbursement from the Depositor, the Trustee, the Trust Administrator or the applicable Collection Account, the related 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 a the Master Servicer or such Servicer, at the related Master Servicer’s or such Servicer’s option, from electing to service the related Non-Designated Mortgage Loans itselfitself and provided further that Washington Mutual, in its capacity as Servicer of the Washington Mutual Serviced Mortgage Loans, shall not be deemed to be a Subservicer of the Master Servicer for purposes of the termination right set forth in this Section 3.02(b). In the event that the Master Servicer or a Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 7.018.01, and if requested to do so by the TrusteeTrustee or Trust Administrator, the related Master Servicer shall 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 related 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 Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no neither the Master Servicer nor the related Servicer shall be relieved of its obligations to the Depositor, Trustee Trustee, the Trust Administrator or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Non-Designated Mortgage Loans. A The Master Servicer and each Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of the Master Servicer or such Servicer by such Subservicer or Outsourcer, as applicable, by 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 or payments with respect to the related Non-Designated Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the related 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 Special Servicer 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) 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 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 Non-Designated Mortgage Loans may be 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 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 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 a the Master Servicer or such Servicer of a 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 a the Subservicer as fully as if such acts and omissions were those of a such Master Servicer or Servicer. The related 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 the foregoingforegoing 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 related Master Servicer or such Servicer, and the related 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 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 related Master Servicer or a Servicer, without any right of reimbursement from the Depositor, the Trustee, the Trust Administrator or the applicable Collection Account, the related 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 a the Master Servicer or such Servicer, at the related 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 7.018.01, and if requested to do so by the TrusteeTrustee or Trust Administrator, the related Master Servicer shall 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 related 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 Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no neither the Master Servicer nor the related Servicer shall be relieved of its obligations to the Depositor, Trustee Trustee, the Trust Administrator or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Non-Designated Mortgage Loans. A The Master Servicer and each Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of the Master Servicer or such Servicer by such Subservicer or Outsourcer, as applicable, by 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 or payments with respect to the related Non-Designated Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the related 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 Special Servicer 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 Mortgage Loans may be subserviced by a Subservicer on behalf of the related Servicer in accordance with the servicing provisions of this Agreement, provided that the Subservicer is a FNMA-an approved lender or a FHLMC sellerFannie Mae ox Xxxxdxx Mac xxxxxx/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 such Servicer of a 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 a the Subservicer as fully as if such acts and omissions were those of a such Servicer. The related Each Servicer shall pay all fees and expenses of any Subservicer engaged by such Servicer from its own funds. Notwithstanding 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 '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 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 the related such Servicer, and the related such Servicer shall pay all fees and expenses of the Outsourcer from such Servicer’s 's own funds. (b) At the cost and expense of the related a Servicer, without any right of reimbursement from the Depositor, Trustee, the Trust Fund, or the applicable Collection Account, the related 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 a such Servicer, at the related such Servicer’s 's option, from electing to service the related Mortgage Loans itself. In the event that a Servicer’s '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 such Servicer shall at its own cost and expense terminate the rights and responsibilities of its Subservicer as soon as is reasonably possible. The related 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 's own funds without any 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 a Servicer and its Subservicer, a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A Each Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, by such Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer Outsourcer, as applicable, regardless of whether such payments are remitted by the Subservicer or Outsourcer Outsourcer, as applicable, to the related such 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 SubservicerSubservicer or an Outsourcer, and the related Servicer alone, and the Depositor, the Trustee, the Special Servicer 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 's fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Non-Designated Mortgage Loans may be subserviced by a Subservicer on behalf of 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, 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 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 a such Servicer of a 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 a the Subservicer as fully as if such acts and omissions were those of a such Servicer. The related 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 the related such Servicer, and the related 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. (b) At With respect to any Non-Designated Mortgage Loans, at the cost and expense of the related a Servicer, without any right of reimbursement from the Depositor, the Trustee, the Trust Administrator or the applicable Collection Account, the related 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 a such Servicer, at the related 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 7.018.01, and if requested to do so by the TrusteeTrustee or Trust Administrator, the related such Servicer shall shall, at its own cost and expense terminate the rights and responsibilities of its Subservicer as soon as is reasonably possible. The related 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 a Servicer and its Subservicer, or a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no the related Servicer shall not be relieved of its obligations to the Depositor, Trustee Trustee, the Trust Administrator or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Non-Designated Mortgage Loans. A Each Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, by such Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Non-Designated Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the related 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 Special Trust Administrator, the Master Servicer and the other Servicer 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 or other Servicers to pay a Subservicer’s fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Mortgage Loans may be subserviced by a Subservicer on behalf of 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, 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 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 a the Servicer of a Subservicer shall not release such the Servicer from any of its obligations hereunder and such 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 a the Servicer. The related Servicer shall pay all fees and expenses of any Subservicer engaged by such the Servicer from its own funds. Notwithstanding the foregoing, each 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 such 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 a the Servicer of any such Outsourcer shall not release the related Servicer from any of its obligations hereunder and such 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 related Servicer, and the related Servicer shall pay all fees and expenses of the Outsourcer from such the 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 the Servicer, at the related Servicer’s option, from electing to service the related Mortgage Loans itself. In the event that a 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 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 the 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 a the Servicer and its Subservicer, a the Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no the Servicer shall not be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A The Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such the Servicer by such Subservicer or Outsourcer, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a the Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the 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, Subservicer and the related Servicer alone, and the Depositor, the Trustee, the Special Servicer and the other Servicer 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 Mortgage Loans may be subserviced by a Subservicer on behalf of 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, 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 the Servicer of a the Subservicer shall not release such the Servicer from any of its obligations hereunder and such the Servicer shall remain responsible hereunder for all acts and omissions of a the Subservicer as fully as if such acts and omissions were those of a the Servicer. The related Servicer shall pay all fees and expenses of any Subservicer engaged by such the Servicer from its own funds. Notwithstanding the foregoing, each 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 such the Servicer’s '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 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 related Servicer, and the related Servicer shall pay all fees and expenses of the Outsourcer from such the Servicer’s 's own funds. (b) At the cost and expense of the related a 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 the Servicer, at the related Servicer’s 's option, from electing to service the related Mortgage Loans itself. In the event that a Servicer’s '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 the Servicer’s '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 a Servicer and its Subservicer, a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A The Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such the Servicer by such Subservicer or Outsourcer, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the 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, the Special Servicer 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 's fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Non-Designated Mortgage Loans may be 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 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 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 a the Master Servicer or such Servicer of a 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 a the Subservicer as fully as if such acts and omissions were those of a such Master Servicer or Servicer. The related 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 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 related Master Servicer or such Servicer, and the related 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 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 With respect to any Non-Designated Mortgage Loans, at the cost and expense of the related Master Servicer or a Servicer, without any right of reimbursement from the Depositor, the Trustee, the Trust Administrator or the applicable Collection Account, the related 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 a the Master Servicer or such Servicer, at the related 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 7.018.01, and if requested to do so by the TrusteeTrustee or Trust Administrator, the related Master Servicer shall 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 related 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 Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no neither the Master Servicer nor the related Servicer shall be relieved of its obligations to the Depositor, Trustee Trustee, the Trust Administrator or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Non-Designated Mortgage Loans. A The Master Servicer and each Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of the Master Servicer or such Servicer by such Subservicer or Outsourcer, as applicable, by 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 or payments with respect to the related Non-Designated Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the related 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 Special Servicer 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) 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 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 Mortgage Loans may be subserviced by a Subservicer on behalf of 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, 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 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 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) At With respect to any 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 a Servicer and its Subservicer, a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the 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, Subservicer and the related Servicer alone, and the Depositor, the Trustee, the Special Servicer Trustee and the other Servicer 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. Notwithstanding the foregoing, as of the Closing Date, JPMorgan has engaged Chase Home Finance LLC (“CHF”) to act as Subservicer with respect to JPMorgan’s servicing obligations under this Agreement. So long as JPMorgan is not a ranked servicer by any Rating Agency, JPMorgan agrees that prior to replacing CHF as Subservicer, other than with any affiliate of JPMorgan that is a ranked servicer, it will obtain written confirmation from each Rating Agency that such replacement of CHF as Subservicer with respect to JPMorgan’s servicing obligations related to the JPMorgan Serviced Loans will not cause the current rating on the Certificates to be withdrawn or lowered by such Rating Agency and agrees that any replaced Subservicer shall agree to subservice in accordance with the terms of this Agreement, including, but not limited to, the consideration of whether to waive a Prepayment Premium hereunder.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Mortgage Loans may be subserviced by a Subservicer on behalf of the related Servicer in accordance with the servicing provisions of this Agreement, provided that the Subservicer is a FNMA-an approved lender Fannie Mae or a FHLMC Freddie Mac 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 The Sexxxxxx xxx perxxxx xxy of its servicing responsibilities hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by a the Servicer of a the Subservicer shall not release such the Servicer from any of its obligations hereunder and such the Servicer shall remain responsible hereunder for all acts and omissions of a the Subservicer as fully as if such acts and omissions were those of a the Servicer. The related Servicer shall pay all fees and expenses of any Subservicer engaged by such the Servicer from its own funds. Notwithstanding the foregoing, each 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 such the Servicer’s '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 the Servicer of any such Outsourcer shall not release the related Servicer from any of its obligations hereunder and such 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 related Servicer, and the related Servicer shall pay all fees and expenses of the Outsourcer from such the Servicer’s 's own funds. (b) At the cost and expense of the related Servicer, without any right of reimbursement from the Depositor, Trustee, the Trust Fund, 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 the Servicer, at the related Servicer’s 's option, from electing to service the related Mortgage Loans itself. In the event that a the Servicer’s '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 the Servicer’s 's own funds without any 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 a the Servicer and its Subservicer, a the Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no the Servicer shall not be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A The Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such the Servicer by such Subservicer or Outsourcer, as applicable, by such Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a the Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer Outsourcer, as applicable, regardless of whether such payments are remitted by the Subservicer or Outsourcer Outsourcer, as applicable, to the related 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 SubservicerSubservicer or an Outsourcer, and the related Servicer alone, and the Depositor, the Trustee, the Special Servicer Depositor and the other Servicer 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 's fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Mortgage Loans may be subserviced by a Subservicer on behalf of 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 Mortgage Loans, 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 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 a such Servicer of a 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 a the Subservicer as fully as if such acts and omissions were those of a such Servicer. The related With respect to the 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 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 such Servicer, and the related such Servicer shall pay all fees and expenses of the Outsourcer from such Servicer’s own funds. WMMSC may, in connection with its duties as Servicer hereunder, enter into transactions with any of its Affiliates relating to the WMMSC Serviced Mortgage Loans; provided that (a) WMMSC acts (i) in accordance with Accepted Servicing Practices and the terms of this Agreement, and (ii) in the ordinary course of business of WMMSC; and (b) the terms of such transaction are no less favorable to WMMSC than it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate of WMMSC. Notwithstanding the preceding sentence, any such transaction between WMMSC and any of its Affiliates shall not release WMMSC from any of its obligations hereunder and WMMSC 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 the WMMSC. Any fees and expenses relating to such transaction between WMMSC and its Affiliate that are not otherwise reimbursable to WMMSC 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) At the cost and expense of the related a Servicer, without any right of reimbursement from the Depositor, the Trustee, the Trust Administrator or the applicable Collection Account, the related 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 a such Servicer, at the related 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 7.018.01, and if requested to do so by the TrusteeTrustee or Trust Administrator or such Servicer shall, 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 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 a Servicer and its Subservicer, Subservicer or a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no the related Servicer shall not be relieved of its obligations to the Depositor, Trustee the Trust, Trustee, the Trust Administrator or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A Each Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the related 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 related Servicer alone, and the Depositor, the Trustee, the Special Servicer Trust Administrator, the Master Servicer, the other Servicers and the other 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, 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 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 Mortgage Loans may be subserviced by a Subservicer on behalf of 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, 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 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 a the Servicer of a Subservicer shall not release such the Servicer from any of its obligations hereunder and such 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 a the Servicer. The related Servicer shall pay all fees and expenses of any Subservicer engaged by such the Servicer from its own funds. Notwithstanding the foregoing, each 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 such the Servicer’s '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 the Servicer of any such Outsourcer shall not release the related Servicer from any of its obligations hereunder and such 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 related Servicer, and the related Servicer shall pay all fees and expenses of the Outsourcer from such the Servicer’s '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 the Servicer, at the related Servicer’s 's option, from electing to service the related Mortgage Loans itself. In the event that a the Servicer’s '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 the Servicer’s '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 a the Servicer and its Subservicer, a the Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A The Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such the Servicer by such Subservicer or Outsourcer, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a the Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the 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, Subservicer and the related Servicer alone, and the Depositor, the Trustee, the Special Back-Up Servicer and the other Servicer Trustee shall have no obligations, duties or liabilities with respect to a Subservicer including no obligation, duty or liability to pay a Subservicer’s 's fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Mortgage Loans may be subserviced by a Subservicer on behalf of 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, 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 such Servicer of a 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 a the Subservicer as fully as if such acts and omissions were those of a such Servicer. The related Each Servicer shall pay all fees and expenses of any Subservicer engaged by such Servicer from its own funds. Notwithstanding 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 '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 such Servicer, and the related such Servicer shall pay all fees and expenses of the Outsourcer from such Servicer’s 's own funds. (b) At the cost and expense of the related a Servicer, without any right of reimbursement from the Depositor, the Trustee, or the applicable Collection Account, the related 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 a such Servicer, at the related such Servicer’s 's option, from electing to service the related Mortgage Loans itself. In the event that a Servicer’s 's responsibilities and duties under this Agreement are terminated pursuant to Section 7.018.01, and if requested to do so by the Trustee, the related such Servicer shall at its own cost and expense terminate the rights and responsibilities of its Subservicer as soon as is reasonably possible. The related 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 '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 a Servicer and its Subservicer, a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A Each Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, by such Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the related 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 related Servicer alone, and the Depositor, the Trustee, the Special Servicer Trustee and the other Servicer Servicers shall have no obligations, duties or liabilities with respect to a Subservicer including no obligation, duty or liability of the Depositor, Trustee or other Servicers to pay a Subservicer’s 's fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Non-Designated Mortgage Loans may be subserviced by a Subservicer on behalf of 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, 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 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 a such Servicer of a 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 a the Subservicer as fully as if such acts and omissions were those of a such Servicer. The related 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 the related such Servicer, and the related such Servicer shall pay all fees and expenses of the Outsourcer from such Servicer’s own funds. WMMSC may, in connection with its duties as Servicer hereunder, enter into transactions with any of its Affiliates relating to the WMMSC Serviced Mortgage Loans; provided that (a) WMMSC acts (i) in accordance with Accepted Servicing Practices and the terms of this Agreement, and (ii) in the ordinary course of business of WMMSC; and (b) the terms of such transaction are no less favorable to WMMSC than it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate of WMMSC. Notwithstanding the preceding sentence, any such transaction between WMMSC and any of its Affiliates shall not release WMMSC from any of its obligations hereunder and WMMSC 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 the WMMSC. Any fees and expenses relating to such transaction between WMMSC and its Affiliate that are not otherwise reimbursable to WMMSC 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) At With respect to any Non-Designated Mortgage Loans, at the cost and expense of the related a Servicer, without any right of reimbursement from the Depositor, the Trustee, the Trust Administrator or the applicable Collection Account, the related 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 a such Servicer, at the related 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 7.018.01, and if requested to do so by the TrusteeTrustee or Trust Administrator or such Servicer shall, 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 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 a Servicer and its Subservicer, Subservicer or a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no the related Servicer shall not be relieved of its obligations to the Depositor, Trustee the Trust, Trustee, the Trust Administrator or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Non-Designated Mortgage Loans. A Each Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Non-Designated Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the related 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 Special Servicer Trust Administrator, the Master Servicer, the other Servicers and the other 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, 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 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 Mortgage Loans may be subserviced by a Subservicer on behalf of 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, 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 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 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 a Servicer and its Subservicer, a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the 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, 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 to pay a Subservicer’s fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Mortgage Loans may be 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 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 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 a the Master Servicer or such Servicer of a 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 a the Subservicer as fully as if such acts and omissions were those of a such Master Servicer or Servicer. The related 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 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 related Master Servicer or such Servicer, and the related 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 related Master Servicer or a Servicer, without any right of reimbursement from the Depositor, the Trustee, the Trust Administrator or the applicable Collection Account, the related 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 a the Master Servicer or such Servicer, at the related 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 7.018.01, and if requested to do so by the TrusteeTrustee or Trust Administrator, the related Master Servicer shall 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 related 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 Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no neither the Master Servicer nor the related Servicer shall be relieved of its obligations to the Depositor, Trustee Trustee, the Trust Administrator or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A The Master Servicer and each Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of the Master Servicer or such Servicer by such Subservicer or Outsourcer, as applicable, by 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 or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the related 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 Special Servicer 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 Mortgage Loans may be subserviced by a Subservicer on behalf of 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, 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 such Servicer of a 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 a the Subservicer as fully as if such acts and omissions were those of a such Servicer. The related Each Servicer shall pay all fees and expenses of any Subservicer engaged by such Servicer from its own funds. Notwithstanding 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 '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 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 the related such Servicer, and the related such Servicer shall pay all fees and expenses of the Outsourcer from such Servicer’s 's own funds. (b) At the cost and expense of the related a Servicer, without any right of reimbursement from the Depositor, Trustee, the Trust Fund, or the applicable Collection Account, the related 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 a such Servicer, at the related such Servicer’s 's option, from electing to service the related Mortgage Loans itself. In the event that a Servicer’s '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 such Servicer shall at its own cost and expense terminate the rights and responsibilities of its Subservicer as soon as is 66 reasonably possible. The related 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 's own funds without any 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 a Servicer and its Subservicer, a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A Each Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, by such Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer Outsourcer, as applicable, regardless of whether such payments are remitted by the Subservicer or Outsourcer Outsourcer, as applicable, to the related such 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 SubservicerSubservicer or an Outsourcer, and the related Servicer alone, and the Depositor, the Trustee, the Special Servicer 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 's fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Mortgage Loans may be subserviced by a Subservicer on behalf of 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, 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 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 a such Servicer of a 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 a the Subservicer as fully as if such acts and omissions were those of a such Servicer. The related Each Servicer shall pay all fees and expenses of any Subservicer engaged by such Servicer from its own funds. Notwithstanding 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 '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 such Servicer, and the related such Servicer shall pay all fees and expenses of the Outsourcer from such Servicer’s 's own funds. (b) At the cost and expense of the related a Servicer, without any right of reimbursement from the Depositor, Trustee, the Trustee or the applicable Collection Account, the related 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 a such Servicer, at the related such Servicer’s 's option, from electing to service the related Mortgage Loans itself. In the event that a Servicer’s 's responsibilities and duties under this Agreement are terminated pursuant to Section 7.018.01, and if requested to do so by the Trustee, the related such Servicer shall shall, at its own cost and expense terminate the rights and responsibilities of its Subservicer as soon as is reasonably possible. The related 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 's own funds without any right of reimbursement from the Depositor, Trustee, Trustee or the applicable Collection Account. (c) Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between a Servicer and its Subservicer, a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no the related Servicer shall not be relieved of its obligations to the Depositor, the Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A Each Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, by such Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the related 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 related Servicer alone, and the Depositor, the Trustee, the Special Servicer Trustee 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 Special Servicer or other Servicers to pay a Subservicer’s 's fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Mortgage Loans may be 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 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 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 a the Master Servicer or such Servicer of a 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 a the Subservicer as fully as if such acts and omissions were those of a such Servicer. The related 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 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 '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 related such Servicer, and the related Master Servicer or such Servicer shall pay all fees and expenses of the Outsourcer from such Servicer’s 's own funds. (b) At the cost and expense of the related Master Servicer or a Servicer, without any right of reimbursement from the Depositor, the Trustee, the Trust Administrator or the applicable Collection Account, the related 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 a the Master Servicer or such Servicer, at the related Master Servicer’s '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 's responsibilities and duties under this Agreement are terminated pursuant to Section 7.018.01, and if requested to do so by the TrusteeTrustee or Trust Administrator, the related Master Servicer shall 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 related 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 '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 Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no neither the Master Servicer nor the related Servicer shall be relieved of its obligations to the Depositor, Trustee Trustee, the Trust Administrator or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A The Master Servicer and each Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of the Master Servicer or such Servicer by such Subservicer or Outsourcer, as applicable, by 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 or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the related 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 Special Servicer Trust Administrator, the other Servicers and the other 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 other Servicers or the Special Servicer to pay a Subservicer’s 's fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Non-Designated Mortgage Loans may be 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 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 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 a the Master Servicer or such Servicer of a 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 a the Subservicer as fully as if such acts and omissions were those of a such Master Servicer or Servicer. The related 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 the foregoingforegoing 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 related Master Servicer or such Servicer, and the related Master Servicer or such Servicer shall pay all fees and expenses of the Outsourcer from such Master Servicer or Servicer’s own funds. WMMSC may, in connection with its duties as Servicer hereunder, enter into transactions with any of its Affiliates relating to the WMMSC Serviced Mortgage Loans; provided that (a) WMMSC acts (i) in accordance with Accepted Servicing Practices and the terms of this Agreement, and (ii) in the ordinary course of business of WMMSC; and (b) the terms of such transaction are no less favorable to WMMSC than it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate of WMMSC. Notwithstanding the preceding sentence, any such transaction between WMMSC and any of its Affiliates shall not release WMMSC from any of its obligations hereunder and WMMSC 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 the WMMSC. Any fees and expenses relating to such transaction between WMMSC and its Affiliate that are not otherwise reimbursable to WMMSC 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) At the cost and expense of the related Master Servicer or a Servicer, without any right of reimbursement from the Depositor, the Trustee, the Trust Administrator or the applicable Collection Account, the related 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 a the Master Servicer or such Servicer, at the related Master Servicer’s or such Servicer’s option, from electing to service the related Mortgage Loans itself, provided further that WMBFA, in its capacity as Servicer of the WMBFA Serviced Mortgage Loans, shall not be deemed to be a Subservicer of the Master Servicer for purposes of the termination right set forth in this Section 3.02(b). In the event that the Master Servicer or a Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 7.018.01, and if requested to do so by the TrusteeTrustee or Trust Administrator, the related Master Servicer shall 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 related 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 Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no neither the Master Servicer nor the related Servicer shall be relieved of its obligations to the Depositor, Trustee Trustee, the Trust Administrator or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A The Master Servicer and each Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of the Master Servicer or such Servicer by such Subservicer or Outsourcer, as applicable, by 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 or payments with respect to the related Non-Designated Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the related 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 Special Servicer 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 Mortgage Loans may be subserviced by a Subservicer on behalf of 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, 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 such Servicer of a 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 a the Subservicer as fully as if such acts and omissions were those of a such Servicer. The related Each Servicer shall pay all fees and expenses of any Subservicer engaged by such Servicer from its own funds. Notwithstanding 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 '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 such Servicer, and the related such Servicer shall pay all fees and expenses of the Outsourcer from such Servicer’s 's own funds. (b) At the cost and expense of the related a Servicer, without any right of reimbursement from the Depositor, Trustee, the Trust Administrator or the applicable Collection Account, the related 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 a such Servicer, at the related such Servicer’s '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 a Servicer and its Subservicer, a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its obligations to the Depositor, Trustee Trustee, the Trust Administrator or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A Each Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, by such Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the related 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 related Servicer alone, and the Depositor, the Trustee, the Special Servicer Trust Administrator and the other Servicer 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 or other Servicers to pay a Subservicer’s 's fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Non-Designated Mortgage Loans may be subserviced by a Subservicer on behalf of 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, 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 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 a such Servicer of a 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 a the Subservicer as fully as if such acts and omissions were those of a such Servicer. The related 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 the related such Servicer, and the related 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. (b) At With respect to any Non-Designated Mortgage Loans, at the cost and expense of the related a Servicer, without any right of reimbursement from the Depositor, the Trustee, the Trust Administrator or the applicable Collection Account, the related 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 a such Servicer, at the related 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 7.018.01, and if requested to do so by the TrusteeTrustee or Trust Administrator, the related such Servicer shall shall, at its own cost and expense terminate the rights and responsibilities of its Subservicer as soon as is reasonably possible. The related 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 a Servicer and its Subservicer, a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the 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, 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 to pay a Subservicer’s fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Mortgage Loans may be subserviced by a Subservicer on behalf of the related Servicer in accordance with the servicing provisions of this Agreement, provided that the Subservicer is a FNMA-an approved lender Fannie Mae or a FHLMC Freddie Mac 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 Servicex xxx pxxxorm xxx xx its servicing responsibilities hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by a such Servicer of a 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 a the Subservicer as fully as if such acts and omissions were those of a such Servicer. The related Each Servicer shall pay all fees and expenses of any Subservicer engaged by such Servicer from its own funds. Notwithstanding 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 '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 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 the related such Servicer, and the related such Servicer shall pay all fees and expenses of the Outsourcer from such Servicer’s 's own funds. (b) At the cost and expense of the related a Servicer, without any right of reimbursement from the Depositor, Trustee, the Trust Fund, or the applicable Collection Account, the related 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 a such Servicer, at the related such Servicer’s 's option, from electing to service the related Mortgage Loans itself. In the event that a Servicer’s '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 such Servicer shall at its own cost and expense terminate the rights and responsibilities of its Subservicer as soon as is reasonably possible. The related 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 's own funds without any 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 a Servicer and its Subservicer, a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A Each Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, by such Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer Outsourcer, as applicable, regardless of whether such payments are remitted by the Subservicer or Outsourcer Outsourcer, as applicable, to the related such 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 SubservicerSubservicer or an Outsourcer, and the 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 's fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Mortgage Loans may be subserviced by a Subservicer on behalf of the related Servicer in accordance with the servicing provisions of this Agreement, provided that the Subservicer is a FNMA-an approved lender Fxxxxx Mxx or a FHLMC Freddie Mac 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 such Servicer of a 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 a the Subservicer as fully as if such acts and omissions were those of a such Servicer. The related Each Servicer shall pay all fees and expenses of any Subservicer engaged by such Servicer from its own funds. Notwithstanding 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 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 the related such Servicer, and the related 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 related a Servicer, without any right of reimbursement from the Depositor, Trustee, the Trust Fund, or the applicable Collection Account, the related 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 a such Servicer, at the related 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, the related such Servicer shall at its own cost and expense terminate the rights and responsibilities of its Subservicer as soon as is reasonably possible. The related 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, the Trust Fund, or the applicable Collection Account. (c) Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between a Servicer and its Subservicer, a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A Each Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, by such Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer Outsourcer, as applicable, regardless of whether such payments are remitted by the Subservicer or Outsourcer Outsourcer, as applicable, to the related such 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 SubservicerSubservicer or an Outsourcer, and the 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 Mortgage Loans may be subserviced by a Subservicer on behalf of 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, 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 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 a the Servicer of a Subservicer shall not release such the Servicer from any of its obligations hereunder and such 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 a the Servicer. The related Servicer shall pay all fees and expenses of any Subservicer engaged by such the Servicer from its own funds. Notwithstanding the foregoing, each 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 such 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 a the Servicer of any such Outsourcer shall not release the related Servicer from any of its obligations hereunder and such 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 related Servicer, and the related Servicer shall pay all fees and expenses of the Outsourcer from such Servicer’s its own funds. (b) At the cost and expense of the related Servicer, without any right of reimbursement from the Depositor, Trustee, the Securities Administrator, the Master Servicer, the Backup Servicer 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 the Servicer, at the related Servicer’s option, from electing to service the related Mortgage Loans itself. In the event that a the Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 7.018.01, and if requested to do so by the TrusteeSecurities Administrator, the related Master Servicer, the Backup Servicer or any successor Servicer, the 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 the Servicer’s own funds without any right of reimbursement from the Depositor, Trustee, the Master Servicer, the Backup Servicer, any successor Servicer or the applicable Collection Account. (c) Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between a the Servicer and its Subservicer, a the Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no the Servicer shall not be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A The Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such the Servicer by such the Subservicer or Outsourcer, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a the Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the 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 none of the Depositor, the TrusteeMaster Servicer, the Special Servicer Securities Administrator and the other Servicer Trustee shall have no any obligations, duties or liabilities with respect to a Subservicer including no any obligation, duty or liability to monitor such Subservicer or to pay a Subservicer’s fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Mortgage Loans may be subserviced by a Subservicer on behalf of the related Servicer in accordance with the servicing provisions of this Agreement, provided that the Subservicer is a FNMA-an approved lender Fannie Mae or a FHLMC Freddie Mac 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 Sexxxxxx xxx perxxxx xxy of its servicing responsibilities hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by a such Servicer of a 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 a the Subservicer as fully as if such acts and omissions were those of a such Servicer. The related Each Servicer shall pay all fees and expenses of any Subservicer engaged by such Servicer from its own funds. Notwithstanding 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 '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 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 the related such Servicer, and the related such Servicer shall pay all fees and expenses of the Outsourcer from such Servicer’s 's own funds. (b) At the cost and expense of the related a Servicer, without any right of reimbursement from the Depositor, Trustee, the Trust Fund, or the applicable Collection Account, the related 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 a such Servicer, at the related such Servicer’s 's option, from electing to service the related Mortgage Loans itself. In the event that a Servicer’s '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 such Servicer shall at its own cost and expense terminate the rights and responsibilities of its Subservicer as soon as is reasonably possible. The related 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 's own funds without any 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 a Servicer and its Subservicer, a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A Each Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, by such Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer Outsourcer, as applicable, regardless of whether such payments are remitted by the Subservicer or Outsourcer Outsourcer, as applicable, to the related such 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 SubservicerSubservicer or an Outsourcer, and the related Servicer alone, and the Depositor, the Trustee, the Special Servicer 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 's fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Non Designated Mortgage Loans may be 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 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 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 a the Master Servicer or such Servicer of a 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 a the Subservicer as fully as if such acts and omissions were those of a such Master Servicer or Servicer. The related 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 the foregoingforegoing 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 related Master Servicer or such Servicer, and the related Master Servicer or such Servicer shall pay all fees and expenses of the Outsourcer from such Master Servicer or Servicer’s own funds. WMMSC may, in connection with its duties as Servicer hereunder, enter into transactions with any of its Affiliates relating to the WMMSC Serviced Mortgage Loans; provided that (a) WMMSC acts (i) in accordance with Accepted Servicing Practices and the terms of this Agreement, and (ii) in the ordinary course of business of WMMSC; and (b) the terms of such transaction are no less favorable to WMMSC than it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate of WMMSC. Notwithstanding the preceding sentence, any such transaction between WMMSC and any of its Affiliates shall not release WMMSC from any of its obligations hereunder and WMMSC 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 the WMMSC. Any fees and expenses relating to such transaction between WMMSC and its Affiliate that are not otherwise reimbursable to WMMSC 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) At the cost and expense of the related Master Servicer or a Servicer, without any right of reimbursement from the Depositor, the Trustee, the Trust Administrator or the applicable Collection Account, the related 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 a the Master Servicer or such Servicer, at the related 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 7.018.01, and if requested to do so by the TrusteeTrustee or Trust Administrator, the related Master Servicer shall 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 related 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 a Servicer and its Subservicer, a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the 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, 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 to pay a Subservicer’s fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Mortgage Loans may be subserviced by a Subservicer on behalf of the related Servicer in accordance with the servicing provisions of this Agreement, provided that the Subservicer is a FNMA-an approved lender Fannie Mae or a FHLMC Freddie Mac 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 The Serxxxxx mxx perfxxx xxx of its servicing responsibilities hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by a the Servicer of a the Subservicer shall not release such the Servicer from any of its obligations hereunder and such the Servicer shall remain responsible hereunder for all acts and omissions of a the Subservicer as fully as if such acts and omissions were those of a the Servicer. The related Servicer shall pay all fees and expenses of any Subservicer engaged by such the Servicer from its own funds. Notwithstanding the foregoing, each 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 such the Servicer’s '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 the Servicer of any such Outsourcer shall not release the related Servicer from any of its obligations hereunder and such 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 related Servicer, and the related Servicer shall pay all fees and expenses of the Outsourcer from such the Servicer’s 's own funds. (b) At the cost and expense of the related Servicer, without any right of reimbursement from the Depositor, Trustee, the Trust Fund, 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 the Servicer, at the related Servicer’s 's option, from electing to service the related Mortgage Loans itself. In the event that a the Servicer’s '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 the Servicer’s 's own funds without any 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 a the Servicer and its Subservicer, a the Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no the Servicer shall not be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A The Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such the Servicer by such Subservicer or Outsourcer, as applicable, by such Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a the Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer Outsourcer, as applicable, regardless of whether such payments are remitted by the Subservicer or Outsourcer Outsourcer, as applicable, to the related 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 SubservicerSubservicer or an Outsourcer, and the related Servicer alone, and the Depositor, the Trustee, the Special Servicer Depositor and the other Servicer 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 's fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Mortgage Loans may be subserviced by a Subservicer on behalf of 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, 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 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 a the Servicer of a the Subservicer shall not release such the Servicer from any of its obligations hereunder and such the Servicer shall remain responsible hereunder for all acts and omissions of a the Subservicer as fully as if such acts and omissions were those of a the Servicer. The related Servicer shall pay all fees and expenses of any Subservicer engaged by such the Servicer from its own funds. Notwithstanding the foregoing, each 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 such the Servicer’s '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 the Servicer of any such Outsourcer shall not release the related Servicer from any of its obligations hereunder and such 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 related Servicer, and the related Servicer shall pay all fees and expenses of the Outsourcer from such the Servicer’s 's own funds. (b) At the cost and expense of the related Servicer, without any right of reimbursement from the Depositor, Trustee, the Trust Fund, 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 the Servicer, at the related Servicer’s 's option, from electing to service the related Mortgage Loans itself. In the event that a the Servicer’s '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 the Servicer’s 's own funds without any 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 a the Servicer and its Subservicer, a the Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no the Servicer shall not be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A The Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such the Servicer by such Subservicer or Outsourcer, as applicable, by such Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a the Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer Outsourcer, as applicable, regardless of whether such payments are remitted by the Subservicer or Outsourcer Outsourcer, as applicable, to the related 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 SubservicerSubservicer or an Outsourcer, and the related Servicer alone, and the Depositor, the Trustee, the Special Servicer Depositor and the other Servicer 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 's fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Mortgage Loans may be 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 Mortgage Loans, the Master Servicer 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 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 a the Master Servicer or such Servicer of a 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 a the Subservicer as fully as if such acts and omissions were those of a such Master Servicer or Servicer. The related With respect to the 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 the foregoing, with respect to the 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 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 related Master Servicer or such Servicer, and the related Master Servicer or such Servicer shall pay all fees and expenses of the Outsourcer from such Master Servicer or Servicer’s own funds. WMMSC may, in connection with its duties as Servicer hereunder, enter into transactions with any of its Affiliates relating to the WMMSC Serviced Mortgage Loans; provided that (a) WMMSC acts (i) in accordance with Accepted Servicing Practices and the terms of this Agreement, and (ii) in the ordinary course of business of WMMSC; and (b) the terms of such transaction are no less favorable to WMMSC than it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate of WMMSC. Notwithstanding the preceding sentence, any such transaction between WMMSC and any of its Affiliates shall not release WMMSC from any of its obligations hereunder and WMMSC 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 the WMMSC. Any fees and expenses relating to such transaction between WMMSC and its Affiliate that are not otherwise reimbursable to WMMSC 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) At the cost and expense of the related Master Servicer or a Servicer, without any right of reimbursement from the Depositor, the Trustee, the Trust Administrator or the applicable Collection Account, the related 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 a the Master Servicer or such Servicer, at the related 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 7.018.01, and if requested to do so by the TrusteeTrustee or Trust Administrator, the related Master Servicer shall 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 related 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 Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no neither the Master Servicer nor the related Servicer shall be relieved of its obligations to the Depositor, Trustee the Trust, Trustee, the Trust Administrator or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A The Master Servicer and each Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of the Master Servicer or such Servicer by such Subservicer or Outsourcer, as applicable, by 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 or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the related 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 Special Servicer 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 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 Non-Designated Mortgage Loans may be subserviced by a Subservicer on behalf of 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, 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 With respect to the Non-Designated Mortgage Loans, the related 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 such Servicer. The 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 the foregoing, each with respect to the Non-Designated Mortgage Loans, the related 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) At With respect to any Non-Designated Mortgage Loans, 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 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 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 a Servicer and its Subservicer, a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Non-Designated Mortgage Loans. A Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Non-Designated Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the 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, Subservicer and the related Servicer alone, and the Depositor, the Trustee, the Special other Servicer and the other Master 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 Non-Designated Mortgage Loans may be subserviced by a Subservicer on behalf of the related Servicer in accordance with the servicing provisions of this Agreement; provided, provided that the Subservicer is must be a FNMA-approved lender or a FHLMC seller/servicer in good standing. With respect to the Non-Designated Mortgage Loans, 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 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 a such Servicer of a 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 a the Subservicer as fully as if such acts and omissions were those of a such Servicer. The related 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 the related such Servicer, and the related 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 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) At With respect to any Non-Designated Mortgage Loans, at the cost and expense of the related a Servicer, without any right of reimbursement from the Depositor, the Trustee, the Trust Administrator or the applicable Collection Account, the related 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 a such Servicer, at the related 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 7.018.01, and if requested to do so by the TrusteeTrustee or Trust Administrator or such Servicer shall, 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 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 a Servicer and its Subservicer, Subservicer or a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no the related Servicer shall not be relieved of its obligations to the Depositor, Trustee the Trust, Trustee, the Trust Administrator or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Non-Designated Mortgage Loans. A Each Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Non-Designated Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the related 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 Special Servicer Trust Administrator, the Master Servicer, the other Servicers and the other 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) Each Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, a “Facility”) under which (i) such Servicer assigns or pledges to another person (a “Lender”) (A) such Servicer’s rights under this Agreement to be reimbursed for any Advances or Servicing Advances, and (B) any and all rights of such Servicer under this Agreement resulting from such Servicer’s performance of its obligations under this Agreement, including, without limitation, any Servicing Fees, interest income, Ancillary Income, and other payments received by such Servicer for servicing the Mortgage Loans related thereto and (ii) the Lender agrees to fund some or all Advances and/or Servicing Advances required to be made by such Servicer pursuant to this Agreement. No consent of the Trustee, Trust Administrator, Master Servicer, Certificateholders, Rating Agency or any other party is required before such Servicer may enter into a Facility; provided, however, that the consent of the Trust Administrator shall be required before such Servicer may cause to be outstanding at one time more than one Facility. Notwithstanding the existence of any Facility, such 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 such 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 Mortgage Loans may be subserviced by a Subservicer on behalf of 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, 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 the Servicer of a the Subservicer shall not release such the Servicer from any of its obligations hereunder and such the Servicer shall remain responsible hereunder for all acts and omissions of a the Subservicer as fully as if such acts and omissions were those of a the Servicer. The related Servicer shall pay all fees and expenses of any Subservicer engaged by such the Servicer from its own funds. Notwithstanding the foregoing, each 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 such the Servicer’s '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 the Servicer of any such Outsourcer shall not release the related Servicer from any of its obligations hereunder and such 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 related Servicer, and the related Servicer shall pay all fees and expenses of the Outsourcer from such the Servicer’s '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 the Servicer, at the related Servicer’s 's option, from electing to service the related Mortgage Loans itself. In the event that a the Servicer’s '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 the Servicer’s '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 a the Servicer and its Subservicer, a the Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A The Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such the Servicer by such Subservicer or Outsourcer, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a the Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the 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, the Special Servicer 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 's fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Non-Designated Mortgage Loans may be subserviced by a Subservicer on behalf of the related Servicer in accordance with the servicing provisions of this Agreement; provided, provided that the Subservicer is must be a FNMA-approved lender or a FHLMC seller/servicer in good standing. With respect to the Non-Designated Mortgage Loans, 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 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 a such Servicer of a 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 a the Subservicer as fully as if such acts and omissions were those of a such Servicer. The related 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 '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 such Servicer, and the related such Servicer shall pay all fees and expenses of the Outsourcer from such Servicer’s '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 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) At With respect to any Non-Designated Mortgage Loans, at the cost and expense of the related a Servicer, without any right of reimbursement from the Depositor, the Trustee, the Trust Administrator or the applicable Collection Account, the related 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 a such Servicer, at the related such Servicer’s 's option, from electing to service the related Non-Designated Mortgage Loans itself. In the event that a Servicer’s 's responsibilities and duties under this Agreement are terminated pursuant to Section 7.018.01, and if requested to do so by the TrusteeTrustee or Trust Administrator or such Servicer shall, 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 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 '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 a Servicer and its Subservicer, Subservicer or a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no the related Servicer shall not be relieved of its obligations to the Depositor, Trustee the Trust, Trustee, the Trust Administrator or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Non-Designated Mortgage Loans. A Each Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Non-Designated Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the related 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 Special Servicer Trust Administrator, the Master Servicer, the other Servicers and the other 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 's fees and expenses. (d) Each Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, a "Facility") under which (i) such Servicer assigns or pledges to another person (a "Lender") (A) such Servicer's rights under this Agreement to be reimbursed for any Advances or Servicing Advances, and (B) any and all rights of such Servicer under this Agreement resulting from such Servicer's performance of its obligations under this Agreement, including, without limitation, any Servicing Fees, interest income, Ancillary Income, and other payments received by such Servicer for servicing the Mortgage Loans related thereto and (ii) the Lender agrees to fund some or all Advances and/or Servicing Advances required to be made by such Servicer pursuant to this Agreement. No consent of the Trustee, Trust Administrator, Master Servicer, Certificateholders, Rating Agency or any other party is required before such Servicer may enter into a Facility; provided, however, that the consent of the Trust Administrator shall be required before such Servicer may cause to be outstanding at one time more than one Facility. Notwithstanding the existence of any Facility, such 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 such 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 Mortgage Loans may be subserviced by a Subservicer on behalf of the related Servicer in accordance with the servicing provisions of this Agreement, provided that the Subservicer is a FNMA-an approved lender Fannie Mae or a FHLMC sellerFxxxxxx Xxx selxxx/servicer xxxvicer 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 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 a the Servicer of a the Subservicer shall not release such the Servicer from any of its obligations hereunder and such the Servicer shall remain responsible hereunder for all acts and omissions of a the Subservicer as fully as if such acts and omissions were those of a the Servicer. The related Servicer shall pay all fees and expenses of any Subservicer engaged by such the Servicer from its own funds. Notwithstanding the foregoing, each 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 such the Servicer’s '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 the Servicer of any such Outsourcer shall not release the related Servicer from any of its obligations hereunder and such 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 related Servicer, and the related Servicer shall pay all fees and expenses of the Outsourcer from such the Servicer’s 's own funds. (b) At the cost and expense of the related Servicer, without any right of reimbursement from the Depositor, Trustee, the Trust Fund, 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 the Servicer, at the related Servicer’s '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 a Servicer and its Subservicer, a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the 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, 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 to pay a Subservicer’s fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Mortgage Loans may be subserviced by a Subservicer on behalf of 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, 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 such Servicer of a 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 a the Subservicer as fully as if such acts and omissions were those of a such Servicer. The related Each Servicer shall pay all fees and expenses of any Subservicer engaged by such Servicer from its own funds. Notwithstanding 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 '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 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 the related such Servicer, and the related such Servicer shall pay all fees and expenses of the Outsourcer from such Servicer’s 's own funds. (b) At the cost and expense of the related a Servicer, without any right of reimbursement from the Depositor, Trustee, the Trust Fund, or the applicable Collection Account, the related 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, however that nothing contained herein shall be deemed to prevent or prohibit a such Servicer, at the related such Servicer’s 's option, from electing to service the related Mortgage Loans itself. In the event that a Servicer’s '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 such Servicer shall at its own cost and expense terminate the rights and responsibilities of its Subservicer as soon as is reasonably possible. The related 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 's own funds without any 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 a Servicer and its Subservicer, a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A Each Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, by such Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer Outsourcer, as applicable, regardless of whether such payments are remitted by the Subservicer or Outsourcer Outsourcer, as applicable, to the related such 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 SubservicerSubservicer or an Outsourcer, and the related Servicer alone, and the Depositor, the Trustee, the Special Servicer 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 's fees and expenses.

Subservicing; Enforcement of the Obligations of Subservicers. (a) The Non-Designated Mortgage Loans may be 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 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 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 a the Master Servicer or such Servicer of a 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 a the Subservicer as fully as if such acts and omissions were those of a such Master Servicer or Servicer. The related 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 the foregoingforegoing 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 related Master Servicer or such Servicer, and the related Master Servicer or such Servicer shall pay all fees and expenses of the Outsourcer from such Master Servicer or Servicer’s own funds. WMMSC may, in connection with its duties as Servicer hereunder, enter into transactions with any of its Affiliates relating to the WMMSC Serviced Mortgage Loans; provided that (a) WMMSC acts (i) in accordance with Accepted Servicing Practices and the terms of this Agreement, and (ii) in the ordinary course of business of WMMSC; and (b) the terms of such transaction are no less favorable to WMMSC than it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate of WMMSC. Notwithstanding the preceding sentence, any such transaction between WMMSC and any of its Affiliates shall not release WMMSC from any of its obligations hereunder and WMMSC 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 the WMMSC. Any fees and expenses relating to such transaction between WMMSC and its Affiliate that are not otherwise reimbursable to WMMSC 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) At the cost and expense of the related Master Servicer or a Servicer, without any right of reimbursement from the Depositor, the Trustee, the Trust Administrator or the applicable Collection Account, the related 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 a the Master Servicer or such Servicer, at the related 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 7.018.01, and if requested to do so by the TrusteeTrustee or Trust Administrator, the related Master Servicer shall 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 related 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 Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no neither the Master Servicer nor the related Servicer shall be relieved of its obligations to the Depositor, Trustee Trustee, the Trust Administrator or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A The Master Servicer and each Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of the Master Servicer or such Servicer by such Subservicer or Outsourcer, as applicable, by 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 or payments with respect to the related Non-Designated Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the related 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 Special Servicer 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 Non-Designated Mortgage Loans may be subserviced by a Subservicer on behalf of 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, 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 With respect to the Non-Designated Mortgage Loans, 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 a the Servicer of a Subservicer shall not release such the Servicer from any of its obligations hereunder and such 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 a the Servicer. The related With respect to the Non-Designated Mortgage Loans, the Servicer shall pay all fees and expenses of any Subservicer engaged by such the Servicer from its own funds. Notwithstanding the foregoing, each with respect to the Non-Designated Mortgage Loans, 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 such the 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 the Servicer of any such Outsourcer shall not release the related Servicer from any of its obligations hereunder and such 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 related Servicer, and the related Servicer shall pay all fees and expenses of the Outsourcer from such the Servicer’s own funds. (b) At With respect to any Non-Designated Mortgage Loans, 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 the Servicer, at the related Servicer’s option, from electing to service the related Non-Designated Mortgage Loans itself. In the event that a 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 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 the 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 a the Servicer and its Subservicer, a the Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Non-Designated Mortgage Loans. A The Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such the Servicer by such Subservicer or Outsourcer, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a the Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Non-Designated Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the 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, Subservicer and the related Servicer alone, and the Depositor, the Trustee, the Special Servicer Trustee and the other Master 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 Non-Designated Mortgage Loans may be subserviced by a Subservicer on behalf of the related Servicer in accordance with the servicing provisions of this Agreement; provided, provided that the Subservicer is must be a FNMA-approved lender or a FHLMC seller/servicer in good standing. With respect to the Non-Designated Mortgage Loans, 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 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 a such Servicer of a 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 a the Subservicer as fully as if such acts and omissions were those of a such Servicer. The related 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 the related such Servicer, and the related 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 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) At With respect to any Non-Designated Mortgage Loans, at the cost and expense of the related a Servicer, without any right of reimbursement from the Depositor, the Trustee, the Trust Administrator or the applicable Collection Account, the related 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 a such Servicer, at the related 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 7.018.01, and if requested to do so by the TrusteeTrustee or Trust Administrator or such Servicer shall, 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 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 a Servicer and its Subservicer, Subservicer or a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no the related Servicer shall not be relieved of its obligations to the Depositor, Trustee the Trust, Trustee, the Trust Administrator or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Non-Designated Mortgage Loans. A Each Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Non-Designated Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the related 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 Special Servicer Trust Administrator, the Master Servicer, the other Servicers and the other 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 Mortgage Loans may be subserviced by a Subservicer on behalf of the 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 Mortgage Loans, 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 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 a such Servicer of a 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 a the Subservicer as fully as if such acts and omissions were those of a such Servicer. The related With respect to the 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 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 such Servicer, and the related 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. (b) At With respect to any Mortgage Loans, at the cost and expense of the related a Servicer, without any right of reimbursement from the Depositor, the Trustee, the Trust Administrator or the applicable Collection Account, the related 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 a such Servicer, at the related 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 7.018.01, and if requested to do so by the TrusteeTrustee or Trust Administrator, the related such Servicer shall shall, at its own cost and expense terminate the rights and responsibilities of its Subservicer as soon as is reasonably possible. The related 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 a Servicer and its Subservicer, or a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no the related Servicer shall not be relieved of its obligations to the Depositor, Trustee Trustee, the Trust Administrator or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Mortgage Loans. A Each Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, by such Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to the related 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 related Servicer alone, and the Depositor, the Trustee, the Special Trust Administrator, the Master Servicer 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 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 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.