Common use of Subservicing Clause in Contracts

Subservicing. (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer (each, a "Subservicer") pursuant to a subservicing agreement (each, a "Subservicing Agreement"); provided that such subservicing arrangement and the terms of the related Subservicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Notwithstanding the provisions of any Subservicing Agreement, any of the provisions herein relating to agreements or arrangements between the Master Servicer or a Subservicer or reference to actions taken through the Master Servicer or otherwise, the Master Servicer shall remain obligated and liable to the Depositor, the Trust, 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 liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a Subservicer has received such payment. The Master Servicer shall be entitled to enter into an agreement with a Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by the Master Servicer shall contain a provision giving the Master Servicer the option to terminate such agreement and at the Master Servicer's option, service the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. In the event that the Trustee as successor master servicer terminates a Subservicing Agreement, the Trustee is entitled to be reimbursed for any costs and expenses it may incur relating to such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer. (b) The Master Servicer shall be deemed to have received any collections, recoveries or payments with respect to the Mortgage Loans that are received by a Subservicer regardless of whether such payments are remitted by the Subservicer to the Master Servicer.

Subservicing. (a) The Master Servicer may arrange for Except as otherwise specifically provided in this Agreement or the subservicing of any related Subservicing Supplement, Ocwen covenants and agrees to service and administer each Mortgage Loan by a subservicer (each, a "Subservicer") pursuant related to a subservicing agreement (eachSubject Servicing Agreement from and after the related Servicing Transfer Date until the related Subservicing Termination Date in accordance with Applicable Law, a "Subservicing Agreement"); provided that such subservicing arrangement and the terms of the related Mortgage Loan Documents and any applicable private mortgage insurance or pool insurance, the standards, requirements, guidelines, procedures, restrictions and provisions of the related Subject Servicing Agreement and Underlying Documents governing the duties of Servicer thereunder and/or any subservicer thereunder, and this Agreement and the related Subservicing Supplement. Except as otherwise specifically provided in this Agreement must provide or the related Subservicing Supplement, Ocwen shall be responsible for performing all of the servicing duties and obligations of such Mortgage Loans Servicer and its subservicers under each Subject Servicing Agreement and related Underlying Documents, and Ocwen shall at all times meet any standards and fulfill any requirements applicable to Servicer or its subservicer under each Subject Servicing Agreement. Without limiting the foregoing, Ocwen covenants and agrees that it shall perform its obligations pursuant to this Agreement and each Subservicing Supplement in a manner consistent with that will not cause the servicing arrangements contemplated hereunder. Notwithstanding the provisions termination of Servicer as servicer under any Subservicing Subject Servicing Agreement, any including a termination based on Ocwen’s management of the provisions herein relating delinquency or loss performance with respect to agreements or arrangements between the Master Servicer or a Subservicer or reference to actions taken through the Master Servicer or otherwise, the Master Servicer shall remain obligated and liable to the Depositor, the Trust, the Trustee and the Certificateholders for the servicing and administration of the Mortgage Loans in accordance with the provisions related to such Subject Servicing Agreement, other than as a result of this Agreement without diminution a breach by Servicer of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master a Servicer alone were servicing and administering the Mortgage Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities Retained Obligation with respect to such Subservicer, including Subject Servicing Agreement (unless such breach of a Servicer Retained Obligation resulted directly or indirectly from an act or omission of Ocwen). The parties acknowledge and agree that any obligation, duty termination of Servicer as servicer with respect to a Subject Servicing Agreement pursuant to a delinquency or liability of the Trustee loss performance trigger or for any other party reason other than as a result of a breach by Servicer of a Servicer Retained Obligation with respect to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a Subservicer has received such payment. The Master Servicer shall be entitled to enter into an agreement with a Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Subject Servicing Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into be the result of a breach by the Master Servicer shall contain a provision giving the Master Servicer the option to terminate such agreement Ocwen of its obligations under this Agreement and at the Master Servicer's option, service the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution AccountSupplement. In the event that the Trustee as successor master servicer terminates of a Subservicing Agreement, the Trustee is entitled to be reimbursed for any costs conflict between a Subject Servicing Agreement and expenses it may incur relating to such termination this Agreement and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant to the related Subservicing Supplement, the Subject Servicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicercontrol. (b) The Master Servicer shall be deemed to have received any collections, recoveries or payments with respect to the Mortgage Loans that are received by a Subservicer regardless of whether such payments are remitted by the Subservicer to the Master Servicer.

Subservicing. (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer (each, a "Subservicer") pursuant to a subservicing agreement (each, a "Subservicing Agreement"); provided that such subservicing arrangement and the terms of the related Subservicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Notwithstanding the provisions of any Subservicing Agreement, any of the provisions herein relating to agreements or arrangements between the Master Servicer or a Each Subservicer or reference to actions taken through the Master Servicer or otherwise, the Master Servicer shall remain obligated and liable to the Depositor, the Trust, the Trustee and the Certificateholders be responsible for the servicing and administration of the Mortgage Loans for which such Subservicer is designated as the Subservicer on the Loan Schedule; provided, however, that the Servicer may redesignate the Subservicers for particular Loans from time to time; provided, further, that any such redesignation will comply with licensing regulations applicable to such Subservicers. Each Subservicer shall service and administer the related Loans in accordance with the provisions of Section 3.01. As part of its servicing activities hereunder, the Servicer shall enforce the obligations of each Subservicer under this Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicers, and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Servicer, in its good faith business judgment, would require were it the owner of the related Loans. The Servicer shall pay the costs of such enforcement at its own expense. (b) The Servicer shall be entitled to terminate the subservicing of the Loans by any Subservicer under this Agreement at any time in its sole discretion. In the event of termination of any Subservicer, the Servicer shall either (A) directly service the related Loans, but only to the extent the Servicer has the regulatory authorizations to do so, or (B) appoint another duly licensed Subservicer to service and administer such Loans and, in either case, such entity shall assume all such servicing obligations immediately upon such termination. Notwithstanding anything else to the contrary contained herein, all rights and obligations of the Subservicers under this Agreement shall terminate upon the occurrence of a Servicing Transfer Date; provided, however, that any Subservicer may be engaged by any Successor Servicer, including the Back-up Servicer, on terms reasonably satisfactory to such Subservicer, to provide servicing and administration of the Loans subject to the direction of such Successor Servicer (including the Back-up Servicer), and each Subservicer agrees to cooperate with any Successor Servicer (including the Back-up Servicer) in efforts to arrange any such engagement. (c) Each Subservicer shall make available to the Servicer sufficient information relating to the subservicing of Loans under this Agreement so as to enable the Servicer to prepare and deliver the Monthly Servicer Report and Officer’s Certificate required by Sections 3.06 and 3.07 of this Agreement. Each Subservicer will provide or cause to be provided to the independent service provider selected by the Servicer to furnish any report required by Section 3.07 of this Agreement sufficient information relating to the subservicing of Loans under this Agreement, or reasonable access to the premises of such Subservicer, as reasonably required by such independent service provider to furnish such report required by Section 3.07 of this Agreement. (d) Each Subservicer shall be entitled to compensation for its services as a Subservicer under this Agreement by the Servicer as agreed to by the Servicer and such Subservicer, and no Subservicer will be entitled to any fee or other payment from, or claim on, any of the assets in the Trust Estate. (e) Notwithstanding the appointment of the Subservicers for any such servicing and administration of the related Loans or any other purpose hereunder, the Servicer shall remain obligated and solely liable to the Issuer, the Issuer Loan Trustee for the benefit of the Issuer, the Indenture Trustee and the Noteholders for the servicing and administering of the Loans in accordance with the provisions of Section 3.01 without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and subservicing arrangement to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a Subservicer has received such payment. The Master Servicer shall be entitled to enter into an agreement with a Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by the Master Servicer shall contain a provision giving the Master Servicer the option to terminate such agreement and at the Master Servicer's option, service the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. In the event that the Trustee as successor master servicer terminates a Subservicing Agreement, the Trustee is entitled to be reimbursed for any costs and expenses it may incur relating to such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer. (b) The Master Servicer shall be deemed to have received any collections, recoveries or payments with respect to the Mortgage Loans that are received by a Subservicer regardless of whether such payments are remitted by the Subservicer to the Master Servicer.

Subservicing. (ai) The Master Servicer may arrange Upon payment of the Purchase Price, Purchaser shall own the servicing rights related to the Purchased Mortgage Loans including the Mortgage File related to such Purchased Mortgage Loans. Seller and Purchaser each agrees and acknowledges that the Mortgage Loans sold hereunder shall be sold to Purchaser on a servicing released basis, and that Purchaser is engaging and hereby does engage Seller to provide subservicing of each such Mortgage Loan for the subservicing benefit of any Mortgage Loan by a subservicer (each, a "Subservicer") pursuant to a subservicing agreement (each, a "Subservicing Agreement")Purchaser; provided that such subservicing arrangement and with respect to one or more Purchased Mortgage Loans, a Servicer other than the terms of Seller may subservice the related Subservicing Agreement must provide Mortgage Loans for the servicing benefit of Purchaser. (ii) So long as a Purchased Mortgage Loan is outstanding, Seller shall neither assign, encumber or pledge its obligation to subservice such Mortgage Loans in whole or in part, nor delegate its rights or duties under this Agreement (to other than a manner consistent subservicer) without the prior written consent of Purchaser, the granting of which consent shall be in the sole discretion of Purchaser. Seller hereby acknowledges and agrees that (i) Purchaser is entering into this Agreement in reliance upon Seller’s representations as to the adequacy of its financial standing, servicing facilities, personnel, records, procedures, reputation and integrity, and the continuance thereof; and (ii) Seller’s engagement hereunder to provide mortgage servicing for the benefit of Purchaser is intended by the parties to be a “personal service contract” and Seller is hereunder intended by the parties to be an “independent contractor”. (iii) Servicer shall subservice and administer the Mortgage Loans it is subservicing on behalf of Purchaser in accordance with Accepted Servicing Practices. Servicer shall have no right to modify or alter the terms of any such Mortgage Loan or consent to the modification or alteration of the terms of any such Mortgage Loan except in Strict Compliance with the servicing arrangements contemplated hereunderrelated Agency Program. Notwithstanding the provisions of any Subservicing Agreement, any of the provisions herein relating to agreements or arrangements between the Master Servicer or a Subservicer or reference to actions taken through the Master Servicer or otherwise, the Master Servicer shall remain obligated at all times maintain accurate and liable to the Depositor, the Trust, the Trustee and the Certificateholders for the complete records of its servicing and administration of the Mortgage Loans in accordance with the provisions it is subservicing on behalf of this Agreement without diminution Purchaser, and Agent may, at any time during Servicer’s business hours on reasonable notice, examine and make copies of such obligation or liability by virtue Servicing Records. Seller agrees that Purchaser is the 100% beneficial owner of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and all Servicing Records relating to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans, and neither the Trustee nor any other party shall have any obligations, duties . Seller covenants to hold or liabilities with respect cause to be held such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a Subservicer has received such payment. The Master Servicer shall be entitled to enter into an agreement with a Subservicer to provide Servicing Records for the delivery benefit of reports Purchaser and for indemnification to safeguard such Servicing Records and to deliver them promptly to Agent or its designee (including the Custodian) at Agent’s request or otherwise as required by operation of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by the Master Servicer shall contain a provision giving the Master Servicer the option to terminate such agreement and at the Master Servicer's option, service the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. In the event that the Trustee as successor master servicer terminates a Subservicing Agreement, the Trustee is entitled to be reimbursed for any costs and expenses it may incur relating to such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer16. (b) The Master Servicer shall be deemed to have received any collections, recoveries or payments with respect to the Mortgage Loans that are received by a Subservicer regardless of whether such payments are remitted by the Subservicer to the Master Servicer.

Subservicing. (a) The Master Servicer may arrange may, with the prior ------------ written consent of the Indenture Trustee and each Rating Agency, enter into Subservicing Agreements for any servicing and administration of Home Loans with any institution which is in compliance with the subservicing laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and is an Eligible Servicer. The Servicer shall give prior written notice to the Issuer, the Indenture Trustee of the appointment of any Mortgage Loan by a subservicer (each, a "Subservicer") pursuant . The Servicer shall be entitled to a subservicing agreement (each, a "terminate any Subservicing Agreement"); provided that such subservicing arrangement and Agreement in accordance with the terms and conditions of such Subservicing Agreement and to either directly service the related Home Loans or enter into a Subservicing Agreement must provide for the servicing of such Mortgage Loans in with a manner consistent with the servicing arrangements contemplated successor subservicer which qualifies hereunder. . (b) Notwithstanding the provisions of any Subservicing Agreement, any of the provisions herein of this Agreement relating to agreements or arrangements between the Master Servicer or and a Subservicer or reference to actions taken through the Master Servicer a Subservicer or otherwise, the Master Servicer shall remain obligated and primarily liable to the DepositorIssuer, the Trust, the Indenture Trustee and the Certificateholders Securityholders for the servicing and administration administering of the Mortgage Home Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Home Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment payments on a Mortgage Loan Home Loans when the Subservicer has actually received such payments and, unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Servicer in servicing the Home Loans include actions taken or to be taken by a Subservicer has received such paymenton behalf of the Servicer. The Master Servicer shall be entitled to enter into an any agreement with a Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by the Master Servicer shall contain a provision giving the Master Servicer the option to terminate such agreement and at the Master Servicer's option, service the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. . (c) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Default), the successor Servicer, on behalf of the Issuer, the Indenture Trustee, and the Securityholders pursuant to Section 4.08, shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Trustee as Servicer may have entered into, unless the successor master servicer terminates a Servicer elects to terminate any Subservicing Agreement, the Trustee is entitled to be reimbursed for any costs and expenses it may incur relating to such termination and transfer of servicing Agreement in accordance with Section 9.05 hereofits terms. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer. (b) The Master successor Servicer shall be deemed to have received assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any collectionsliability or obligations under the Subservicing Agreements. The Servicer at its expense and without right of reimbursement therefor, recoveries shall, upon request of the successor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Home Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (d) As part of its servicing activities hereunder, the Servicer, for the benefit of the Issuer, the Indenture Trustee and the Securityholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Servicer, in its good faith business judgment, would require were it the owner of the related Home Loans. The Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, if any, that such recovery exceeds all amounts due in respect of the related Home Loan or payments (ii) from a specific recovery of costs, expenses or attorneys fees against the party against whom such enforcement is directed. (e) Any Subservicing Agreement that may be entered into and any other transactions or services relating to the Home Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone and none of the Issuer, the Indenture Trustee or the Securityholders shall be deemed parties thereto or shall have any claims, rights, obligations, duties or liabilities with respect to the Mortgage Loans that are received by a Subservicer regardless of whether in its capacity as such payments are remitted by the Subservicer to the Master Servicerexcept as set forth in Section 4.07(c) above.

Subservicing. (a) The Master Servicer may arrange enter into Subservicing Agreements for any servicing and administration of Home Loans with any institution that is an Eligible Servicer and in compliance with the subservicing laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement. The Servicer shall give prior written notice to the Grantor Trustee of the appointment of any Mortgage Loan Subservicer. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and to either service the related Home Loans directly or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. In the event of termination of any Subservicer, and unless a successor Subservicer has otherwise been appointed, all servicing obligations of such Subservicer shall be assumed simultaneously by a subservicer (eachthe Servicer without any additional act or deed on the part of such Subservicer or the Servicer, a "Subservicer") pursuant and the Servicer shall service directly the related Home Loans. Each Subservicing Agreement shall include the provision that such agreement may be immediately terminated by the Grantor Trustee in the event that the Servicer shall, for any reason, no longer be the Servicer. In no event shall any Subservicing Agreement require the Grantor Trustee, as Successor Servicer, for any reason whatsoever to pay compensation to a subservicing agreement Subservicer in order to terminate such Subservicer. (each, a "Subservicing Agreement"); provided that such subservicing arrangement and the terms of the related Subservicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. b) Notwithstanding the provisions of any Subservicing Agreement, any of the provisions herein of this Agreement relating to agreements or arrangements between the Master Servicer or and a Subservicer or reference to actions taken through the Master Servicer a Subservicer or otherwise, the Master Servicer shall remain obligated and primarily liable to the Depositor, the Trust, the Grantor Trustee and the Certificateholders Grantor Trust Holder for the servicing and administration of the Mortgage Home Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Home Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment payments on a Mortgage Loan Home Loans when the Subservicer has actually received such payments and, unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Servicer in servicing the Home Loans include actions taken or to be taken by a Subservicer has received such paymenton behalf of the Servicer. The Master Servicer shall be entitled to enter into an any agreement with a Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by . (c) In the Master event the Servicer shall contain a provision giving for any reason no longer be the Master Servicer (including by reason of an Event of Default), the option successor Servicer, on behalf of the Grantor Trustee, the Indenture Trustee, the Securityholders and the Grantor Trust Holder pursuant to Section 4.07 hereof, shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the successor Servicer elects to terminate such agreement and at any Subservicing Agreement in accordance with its terms. The successor Servicer shall be deemed to have assumed all of the Master Servicer's option, service interest therein and to have replaced the related Mortgage Loans itself pursuant Servicer as a party to this each Subservicing Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable same extent as if the Subservicing Agreement by a successor Subservicer. Any costs and expenses relating Agreements had been assigned to such termination and the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements which accrued prior to the transfer of servicing to the successor Servicer. The Servicer, at its expense and without right of reimbursement therefor, shall, upon request of the successor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Home Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (d) As part of its servicing activities hereunder, the Servicer for the benefit, of the Grantor Trust, the Grantor Trustee, the Grantor Trust Holder and the Securityholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the sole expense Servicer, in its good faith business judgment, would require were it the owner of the Master Servicerrelated Home Loans. The Servicer shall pay the costs of such enforcement at its own expense and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, without if any, that such recovery exceeds all amounts due in respect of the related Home Loan or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against which such enforcement is directed. (e) Any Subservicing Agreement that may be entered into and any right other transactions or services relating to reimbursement from the Master Home Loans involving a Subservicer shall be deemed to be between the Subservicer and the Servicer Collection Account alone and none of the Grantor Trustee, the Owner Trustee, the Indenture Trustee, the Securityholders or the Distribution Account. Grantor Trust Holder shall be deemed parties thereto or shall have any claims, rights, obligations, duties or liabilities with respect to the Subservicer in its capacity as such except as set forth in subsection (c) of this Section 4.06. (f) In the event that the Trustee as successor master servicer terminates those cases where a Subservicer is servicing a Home Loan pursuant to a Subservicing Agreement, the Trustee is entitled Subservicer will be required to establish and maintain one or more accounts (collectively, the "Subservicing Account"). The Subservicing Account shall be reimbursed for any costs an Eligible Account. The Subservicer will be required to deposit into the Subservicing Account, no later than the first Business Day after receipt, all proceeds of Home Loans received by the Subservicer and expenses it may incur relating to remit such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant proceeds to the related Servicer for deposit in the Collection Account not later than the Business Day following receipt thereof by the Subservicer. Notwithstanding anything in this subsection (f) to the contrary, the Subservicer shall only be able to withdraw funds from the Subservicing Agreement Account for the purpose of remitting such funds to the Servicer for deposit into the Collection Account. The Servicer shall be performed as an require the Subservicer to cause any collection agent of the Master Subservicer to send a copy to the Servicer of each statement of monthly payments collected by or on behalf of the Subservicer within five Business Days after the end of every month, and the Servicer shall compare the information provided in such reports with the same force and effect as if performed directly deposits made by the Master Servicer. (b) Subservicer into the Collection Account for the same period. The Master Servicer shall be deemed to have received any collections, recoveries or payments with respect to on the Mortgage Home Loans that are received by a Subservicer regardless of whether such payments are remitted by on the date on which the Subservicer to the Master Servicerhas received such payments.

Subservicing. (a) The Master Servicer may arrange enter into Subservicing Agreements for any servicing and administration of Loans with any institution which is in compliance with the subservicing laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and is an Eligible Servicer. The Servicer shall give prior written notice to the Issuer and the Indenture Trustee of the appointment of any Mortgage Loan Subservicer. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and to either directly service the related Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. In the event of termination of any Subservicer, and unless a successor Subservicer has otherwise been appointed, all servicing obligations of such Subservicer shall be assumed simultaneously by a subservicer (eachthe Servicer without any additional act or deed on the part of such Subservicer or the Servicer, a "Subservicer") pursuant and the Servicer shall service directly the related Loans. Each Subservicing Agreement shall include the provision that such agreement may be immediately terminated by the Indenture Trustee in the event that the Servicer shall, for any reason, no longer be the Servicer. In no event shall any Subservicing Agreement require the Indenture Trustee, as Successor Servicer, for any reason whatsoever to pay compensation to a subservicing agreement Subservicer in order to terminate such Subservicer. (each, a "Subservicing Agreement"); provided that such subservicing arrangement and the terms of the related Subservicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. b) Notwithstanding the provisions of any Subservicing Agreement, any of the provisions herein of this Agreement relating to agreements or arrangements between the Master Servicer or and a Subservicer or reference to actions taken through the Master Servicer a Subservicer or otherwise, the Master Servicer shall remain obligated and primarily liable to the DepositorIssuer, the Trust, the Indenture Trustee and the Certificateholders Securityholders for the servicing and administration administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment payments on a Mortgage Loan Loans when the Subservicer has actually received such payments and, unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Servicer in servicing the Loans include actions taken or to be taken by a Subservicer has received such paymenton behalf of the Servicer. The Master Servicer shall be entitled to enter into an any agreement with a Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by . (c) In the Master event the Servicer shall contain a provision giving for any reason no longer be the Master Servicer (including by reason of an Event of Default), the option successor Servicer, on behalf of the Issuer, the Indenture Trustee and the Securityholders pursuant to Section 4.7, shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the successor Servicer elects to terminate such agreement any Subservicing Agreement in accordance with its terms. The successor Servicer shall be deemed to have assumed all of the servicer's interest therein and at to have replaced the Master Servicer's option, service the related Mortgage Loans itself pursuant Servicer as a party to this each Subservicing Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable same extent as if the Subservicing Agreement by a successor Subservicer. Any costs and expenses relating Agreements had been assigned to such termination and the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements which accrued prior to the transfer of servicing to the successor Servicer. The Servicer at its expense and without right of reimbursement therefor, shall, upon request of the successor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (d) As part of its servicing activities hereunder, the Servicer, for the benefit of the Issuer, the Indenture Trustee and the Securityholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the sole expense Servicer, in its good faith business judgment, would require were it the owner of the Master Servicerrelated Loans. The Servicer shall pay the costs of such enforcement at its own expense, without and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, if any, that such recovery exceeds all amounts due in respect of the related Loan or (ii) from a specific recovery of costs, expenses or attorneys fees against the party against whom such enforcement is directed. (e) Any Subservicing Agreement that may be entered into and any right other transactions or services relating to reimbursement from the Master Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer Collection Account alone and none of the Issuer, the Indenture Trustee or the Distribution Account. Securityholders shall be deemed parties thereto or shall have any claims, rights, obligations, duties or liabilities with respect to the Subservicer in its capacity as such except as set forth in Section 4.6(c). (f) In the event that the Trustee as successor master servicer terminates those cases where a Subservicer is servicing a Loan pursuant to a Subservicing Agreement, the Trustee is entitled Subservicer will be required to establish and maintain one or more accounts (collectively, the "Subservicing Account"). The Subservicing Account shall be reimbursed for any costs an Eligible Account. The Subservicer will be required to deposit into the Subservicing Account no later than the first Business Day after receipt all proceeds of Loans received by the Subservicer and expenses it may incur relating to remit such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant proceeds to the related Servicer for deposit in the Collection Account not later than the Business Day following receipt thereof by the Subservicer. Notwithstanding anything in this clause (f) to the contrary, the Subservicer shall only be able to withdraw funds from the Subservicing Agreement Account for the purpose of remitting such funds to the Servicer for deposit into the Collection Account. The Servicer shall be performed as an require the Subservicer to cause any collection agent of the Master Subservicer to send a copy to the Servicer of each statement of monthly payments collected by or on behalf of the Subservicer within five Business Days after the end of every month, and the Servicer shall compare the information provided in such reports with the same force and effect as if performed directly deposits made by the Master Servicer. (b) Subservicer into the Collection Account for the same period. The Master Servicer shall be deemed to have received any collections, recoveries or payments with respect to on the Mortgage Loans that are received by a Subservicer regardless of whether such payments are remitted by on the date on which the Subservicer to the Master Servicerhas received such payments.

Subservicing. (a) The Master Servicer may arrange for Except as otherwise specifically provided in this Agreement or the subservicing of any related Subservicing Supplement, Ocwen covenants and agrees to service and administer each Mortgage Loan by a subservicer (each, a "Subservicer") pursuant related to a subservicing agreement (eachSubject Servicing Agreement from and after the related Servicing Transfer Date until the related Subservicing Termination Date in accordance Applicable Law, a "Subservicing Agreement"); provided that such subservicing arrangement and the terms of the related Mortgage Loan Documents and any applicable private mortgage insurance or pool insurance, the standards, requirements, guidelines, procedures, restrictions and provisions of the related Subject Servicing Agreement and Underlying Documents governing the duties of Servicer thereunder and/or any subservicer thereunder, and this Agreement and the related Subservicing Supplement. Except as otherwise specifically provided in this Agreement must provide or the related Subservicing Supplement, Ocwen shall be responsible for performing all of the servicing duties and obligations of such Mortgage Loans Servicer and its subservicers under each Subject Servicing Agreement, and Ocwen shall at all times meet any standards and fulfill any requirements applicable to Servicer or its subservicer under each Subject Servicing Agreement. Without limiting the foregoing, Ocwen covenants and agrees that it shall perform its obligations pursuant to this Agreement and each Subservicing Supplement in a manner consistent with that will not cause the servicing arrangements contemplated hereunder. Notwithstanding the provisions termination of Servicer as servicer under any Subservicing Subject Servicing Agreement, any including a termination based on Ocwen’s management of the provisions herein relating delinquency or loss performance with respect to agreements or arrangements between the Master Servicer or a Subservicer or reference to actions taken through the Master Servicer or otherwise, the Master Servicer shall remain obligated and liable to the Depositor, the Trust, the Trustee and the Certificateholders for the servicing and administration of the Mortgage Loans in accordance with the provisions related to such Subject Servicing Agreement, other than as a result of this Agreement without diminution a breach by Servicer of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master a Servicer alone were servicing and administering the Mortgage Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities Retained Obligation with respect to such Subservicer, including Subject Servicing Agreement (unless such breach of a Servicer Retained Obligation resulted directly or indirectly from an act or omission of Ocwen). The parties acknowledge and agree that any obligation, duty termination of Servicer as servicer with respect to a Subject Servicing Agreement pursuant to a delinquency or liability of the Trustee loss performance trigger or for any other party reason other than as a result of a breach by Servicer of a Servicer Retained Obligation with respect to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a Subservicer has received such payment. The Master Servicer shall be entitled to enter into an agreement with a Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Subject Servicing Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into be the result of a breach by the Master Servicer shall contain a provision giving the Master Servicer the option to terminate such agreement Ocwen of its obligations under this Agreement and at the Master Servicer's option, service the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution AccountSupplement. In the event that the Trustee as successor master servicer terminates of a Subservicing Agreement, the Trustee is entitled to be reimbursed for any costs conflict between a Subject Servicing Agreement and expenses it may incur relating to such termination this Agreement and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant to the related Subservicing Supplement, the Subject Servicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicercontrol. (b) The Master Servicer shall be deemed to have received any collections, recoveries or payments with respect to the Mortgage Loans that are received by a Subservicer regardless of whether such payments are remitted by the Subservicer to the Master Servicer.

Subservicing. Notwithstanding anything in this Agreement to the contrary, no subservicer (aother than an Approved Subservicer pursuant to an Approved Subservicing Agreement) The Master Servicer may arrange may: (i) perform the servicing function with respect to the Xxxxxxx Mac Mortgage Loans under the Freddie Mac Servicing Contract; (ii) collect any funds relating to any Freddie Mac Mortgage Loans; or (iii) receive any income, commission, compensation or fees as a subservicer or servicer with respect to Freddie Mac Mortgage Loans for which Borrower is servicer of record for Freddie Mac under the subservicing Freddie Mac Servicing Contract. Any engagement by Borrower of any subservicer or servicer to perform the servicing function with respect to the Freddie Mac Mortgage Loan by a subservicer (eachLoans for which Borrower is servicer of record for Freddie Mac under the Servicing Contracts, a "Subservicer") other than an Approved Subservicer pursuant to a subservicing agreement (each, a "Subservicing Agreement"); provided that such subservicing arrangement and the terms of the related Subservicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Notwithstanding the provisions of any an Approved Subservicing Agreement, any shall be void ab initio and of no force and effect. In the event an Approved Subservicer is no longer an Approved Subservicer pursuant to an Approved Subservicing Agreement (a “Non- Approved Subservicer”) then, as of the provisions herein relating to agreements or arrangements between the Master Servicer or date it becomes a Subservicer or reference to actions taken through the Master Servicer or otherwiseNon-Approved Subservicer, the Master Servicer Approved Subservicing Agreement shall remain obligated be deemed terminated (“Terminated Approved Subservicing Agreement”) without any further action or notice from Freddie Mac, and liable any rights or interests claimed by Lender pursuant to the Depositor, the Trust, the Trustee terms 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 liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and relating to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a Subservicer has received such payment. The Master Servicer shall be entitled to enter into an agreement with a Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by the Master Servicer shall contain a provision giving the Master Servicer the option to terminate such agreement and at the Master Servicer's option, service the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. In the event that the Trustee as successor master servicer terminates a Terminated Approved Subservicing Agreement, the Trustee is entitled to if any, shall be reimbursed for any costs subject and expenses it may incur relating to such termination and transfer of servicing subordinate in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant all respects to the related Subservicing Agreement shall be performed as an agent terms and provisions of the Master Servicer with the same force and effect as if performed directly by the Master ServicerFreddie Mac Requirements. (b) The Master Servicer shall be deemed to have received any collections, recoveries or payments with respect to the Mortgage Loans that are received by a Subservicer regardless of whether such payments are remitted by the Subservicer to the Master Servicer.

Subservicing. (ai) The Master Servicer may arrange Upon payment of the Purchase Price, Purchaser shall own the servicing rights related to the Mortgage Loans including the Mortgage File. Seller and Purchaser each agrees and acknowledges that the Mortgage Loans sold hereunder shall be sold to Purchaser on a servicing released basis, and that Purchaser is engaging and hereby does engage Seller to provide subservicing of each Mortgage Loan for the subservicing benefit of any Mortgage Loan by a subservicer (each, a "Subservicer") pursuant to a subservicing agreement (each, a "Subservicing Agreement")Purchaser; provided that such subservicing arrangement and with respect to one or more Mortgage Loans, a Servicer other than the terms of Seller may subservice the related Subservicing Agreement must provide Mortgage Loans for the servicing benefit of Purchaser. (ii) So long as a Mortgage Loan is outstanding, Seller shall neither assign, encumber or pledge its obligation to subservice such Mortgage Loans in whole or in part, nor delegate its rights or duties under this Agreement (to other than a manner consistent subservicer) without the prior written consent of Purchaser, the granting of which consent shall be in the sole discretion of Purchaser. Seller hereby acknowledges and agrees that (i) Purchaser is entering into this Agreement in reliance upon Seller’s representations as to the adequacy of its financial standing, servicing facilities, personnel, records, procedures, reputation and integrity, and the continuance thereof; and (ii) Seller’s engagement hereunder to provide mortgage servicing for the benefit of Purchaser is intended by the parties to be a “personal service contract” and Seller is hereunder intended by the parties to be an “independent contractor.” (iii) Servicer shall subservice and administer the Mortgage Loans it is subservicing on behalf of Purchaser in accordance with Accepted Servicing Practices. Servicer shall have no right to modify or alter the terms of any such Mortgage Loan or consent to the modification or alteration of the terms of any such Mortgage Loan except in Strict Compliance with the servicing arrangements contemplated hereunderrelated Agency Program. Notwithstanding the provisions of any Subservicing Agreement, any of the provisions herein relating to agreements or arrangements between the Master Servicer or a Subservicer or reference to actions taken through the Master Servicer or otherwise, the Master Servicer shall remain obligated at all times maintain accurate and liable to the Depositor, the Trust, the Trustee and the Certificateholders for the complete records of its servicing and administration of the Mortgage Loans in accordance with the provisions it is subservicing on behalf of this Agreement without diminution Purchaser, and Agent may, at any time during Servicer’s business hours on reasonable notice, examine and make copies of such obligation or liability by virtue Servicing Records. Seller agrees that Purchaser is the 100% beneficial owner of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and all Servicing Records relating to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans, and neither the Trustee nor any other party shall have any obligations, duties . Seller covenants to hold or liabilities with respect cause to be held such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a Subservicer has received such payment. The Master Servicer shall be entitled to enter into an agreement with a Subservicer to provide Servicing Records for the delivery benefit of reports Purchaser and for indemnification to safeguard such Servicing Records and to deliver them promptly to Agent or its designee (including the Custodian) at Agent’s request or otherwise as required by operation of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by the Master Servicer shall contain a provision giving the Master Servicer the option to terminate such agreement and at the Master Servicer's option, service the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. In the event that the Trustee as successor master servicer terminates a Subservicing Agreement, the Trustee is entitled to be reimbursed for any costs and expenses it may incur relating to such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer16. (b) The Master Servicer shall be deemed to have received any collections, recoveries or payments with respect to the Mortgage Loans that are received by a Subservicer regardless of whether such payments are remitted by the Subservicer to the Master Servicer.

Subservicing. (a) The Master Servicer may arrange enter into Subservicing Agreements for any servicing and administration of Home Loans with any institution that is an Eligible Servicer and in compliance with the subservicing laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement. The Servicer shall give prior written notice to the Issuer and the Indenture Trustee of the appointment of any Mortgage Loan Subservicer. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and to either service the related Home Loans directly or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. In the event of termination of any Subservicer, and unless a successor Subservicer has otherwise been appointed, all servicing obligations of such Subservicer shall be assumed simultaneously by a subservicer (eachthe Servicer without any additional act or deed on the part of such Subservicer or the Servicer, a "Subservicer") pursuant and the Servicer shall service directly the related Home Loans. Each Subservicing Agreement shall include the provision that such agreement may be immediately terminated by the Indenture Trustee in the event that the Servicer shall, for any reason, no longer be the Servicer. In no event shall any Subservicing Agreement require the Indenture Trustee, as Successor Servicer, for any reason whatsoever to pay compensation to a subservicing agreement Subservicer in order to terminate such Subservicer. (each, a "Subservicing Agreement"); provided that such subservicing arrangement and the terms of the related Subservicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. b) Notwithstanding the provisions of any Subservicing Agreement, any of the provisions herein of this Agreement relating to agreements or arrangements between the Master Servicer or and a Subservicer or reference to actions taken through the Master Servicer a Subservicer or otherwise, the Master Servicer shall remain obligated and primarily liable to the DepositorIssuer, the Trust, the Indenture Trustee and the Certificateholders Securityholders for the servicing and administration of the Mortgage Home Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Home Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment payments on a Mortgage Loan Home Loans when the Subservicer has actually received such payments and, unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Servicer in servicing the Home Loans include actions taken or to be taken by a Subservicer has received such paymenton behalf of the Servicer. The Master Servicer shall be entitled to enter into an any agreement with a Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by . (c) In the Master event the Servicer shall contain a provision giving for any reason no longer be the Master Servicer (including by reason of an Event of Default), the option successor Servicer, on behalf of the Issuer, the Indenture Trustee and the Securityholders pursuant to Section 4.07 hereof, shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the successor Servicer elects to terminate such agreement and at any Subservicing Agreement in accordance with its terms. The successor Servicer shall be deemed to have assumed all of the Master Servicer's option, service interest therein and to have replaced the related Mortgage Loans itself pursuant Servicer as a party to this each Subservicing Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable same extent as if the Subservicing Agreement by a successor Subservicer. Any costs and expenses relating Agreements had been assigned to such termination and the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements which accrued prior to the transfer of servicing to the successor Servicer. The Servicer, at its expense and without right of reimbursement therefor, shall, upon request of the successor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Home Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (d) As part of its servicing activities hereunder, the Servicer, for the benefit of the Issuer, the Indenture Trustee and the Securityholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the sole expense Servicer, in its good faith business judgment, would require were it the owner of the Master Servicerrelated Home Loans. The Servicer shall pay the costs of such enforcement at its own expense and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, without if any, that such recovery exceeds all amounts due in respect of the related Home Loan or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against which such enforcement is directed. (e) Any Subservicing Agreement that may be entered into and any right other transactions or services relating to reimbursement from the Master Home Loans involving a Subservicer shall be deemed to be between the Subservicer and the Servicer Collection Account alone and none of the Issuer, the Indenture Trustee or the Distribution Account. Securityholders shall be deemed parties thereto or shall have any claims, rights, obligations, duties or liabilities with respect to the Subservicer in its capacity as such except as set forth in subsection (c) of this Section 4.06. (f) In the event that the Trustee as successor master servicer terminates those cases where a Subservicer is servicing a Home Loan pursuant to a Subservicing Agreement, the Trustee is entitled Subservicer will be required to establish and maintain one or more accounts (collectively, the "Subservicing Account"). The Subservicing Account shall be reimbursed for any costs an Eligible Account. The Subservicer will be required to deposit into the Subservicing Account, no later than the first Business Day after receipt, all proceeds of Home Loans received by the Subservicer and expenses it may incur relating to remit such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant proceeds to the related Servicer for deposit in the Collection Account not later than the Business Day following receipt thereof by the Subservicer. Notwithstanding anything in this subsection (f) to the contrary, the Subservicer shall only be able to withdraw funds from the Subservicing Agreement Account for the purpose of remitting such funds to the Servicer for deposit into the Collection Account. The Servicer shall be performed as an require the Subservicer to cause any collection agent of the Master Subservicer to send a copy to the Servicer of each statement of monthly payments collected by or on behalf of the Subservicer within five Business Days after the end of every month, and the Servicer shall compare the information provided in such reports with the same force and effect as if performed directly deposits made by the Master Servicer. (b) Subservicer into the Collection Account for the same period. The Master Servicer shall be deemed to have received any collections, recoveries or payments with respect to on the Mortgage Home Loans that are received by a Subservicer regardless of whether such payments are remitted by on the date on which the Subservicer to the Master Servicerhas received such payments.

Subservicing. (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer (each, a "Subservicer") pursuant to a subservicing agreement (each, a "Subservicing Agreement"); provided that such subservicing arrangement and the terms of the related Subservicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Notwithstanding the provisions of any Subservicing Agreement, any of the provisions herein relating to agreements or arrangements between the Master Servicer or a Subservicer or reference to actions taken through the Master Servicer or otherwise, the Master Servicer shall remain obligated and liable to the Depositor, the Trust, 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 liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, Subservicer including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a Subservicer has received such payment. The Master Servicer shall be entitled to enter into an agreement with a Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer by such Subservicer, the Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by the Master Servicer shall contain a provision giving the Master Servicer the option to terminate such agreement and at the Master Servicer's ’s option, service the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. In the event that the Trustee as successor master servicer terminates a Subservicing Agreement, the Trustee is entitled to be reimbursed for any costs and expenses it may incur relating to such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer. (b) The Master Servicer shall be deemed to have received any collections, recoveries or payments with respect to the Mortgage Loans that are received by a Subservicer regardless of whether such payments are remitted by the Subservicer to the Master Servicer.

Subservicing. Notwithstanding anything in this Agreement to the contrary, no subservicer (aother than an Approved Subservicer pursuant to an Approved Subservicing Agreement) The Master Servicer may arrange may: (i) perform the servicing function with respect to the Xxxxxxx Mac Mortgage Loans under the Freddie Mac Servicing Contract; (ii) collect any funds relating to any Freddie Mac Mortgage Loans; or (iii) receive any income, commission, compensation or fees as a subservicer or servicer with respect to Freddie Mac Mortgage Loans for which Borrower is servicer of record for Freddie Mac under the subservicing Freddie Mac Servicing Contract. Any engagement by Borrower of any subservicer or servicer to perform the servicing function with respect to the Freddie Mac Mortgage Loan by a subservicer (eachLoans for which Borrower is servicer of record for Freddie Mac under the Servicing Contracts, a "Subservicer") other than an Approved Subservicer pursuant to a subservicing agreement (each, a "Subservicing Agreement"); provided that such subservicing arrangement and the terms of the related Subservicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Notwithstanding the provisions of any an Approved Subservicing Agreement, any shall be void ab initio and of no force and effect. In the event an Approved Subservicer is no longer an Approved Subservicer pursuant to an Approved Subservicing Agreement (a “Non-Approved Subservicer”) then, as of the provisions herein relating to agreements or arrangements between the Master Servicer or date it becomes a Subservicer or reference to actions taken through the Master Servicer or otherwiseNon-Approved Subservicer, the Master Servicer Approved Subservicing Agreement shall remain obligated be deemed terminated (“Terminated Approved Subservicing Agreement”) without any further action or notice from Freddie Mac, and liable any rights or interests claimed by Lender pursuant to the Depositor, the Trust, the Trustee terms 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 liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and relating to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a Subservicer has received such payment. The Master Servicer shall be entitled to enter into an agreement with a Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by the Master Servicer shall contain a provision giving the Master Servicer the option to terminate such agreement and at the Master Servicer's option, service the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. In the event that the Trustee as successor master servicer terminates a Terminated Approved Subservicing Agreement, the Trustee is entitled to if any, shall be reimbursed for any costs subject and expenses it may incur relating to such termination and transfer of servicing subordinate in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant all respects to the related Subservicing Agreement shall be performed as an agent terms and provisions of the Master Servicer with the same force and effect as if performed directly by the Master ServicerFreddie Mac Requirements. (b) The Master Servicer shall be deemed to have received any collections, recoveries or payments with respect to the Mortgage Loans that are received by a Subservicer regardless of whether such payments are remitted by the Subservicer to the Master Servicer.

Subservicing. (a) The Master Servicer may arrange may, with the prior written consent of the Majority Noteholders, which consent shall not be unreasonably withheld, enter into Subservicing Agreements for any servicing and administration of Loans with any institution that is an Eligible Servicer and in compliance with the subservicing laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement. The Servicer shall give prior written notice to the Issuer and the Indenture Trustee of the appointment of any Mortgage Loan by Subservicer. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and to either service the related Loans directly or enter into a Subservicing Agreement with a successor subservicer (each, a "Subservicer") pursuant which qualifies hereunder. In the event that the Majority Noteholders fail to respond to a subservicing agreement (eachrequest by the Servicer for consent to enter into a Subservicing Agreement within three Business Days after receipt of such request, the requested consent shall be deemed to have been granted. In the event of termination of any Subservicer, and unless a "successor Subservicer has otherwise been appointed, all servicing obligations of such Subservicer shall be assumed simultaneously by the Servicer without any additional act or deed on the part of such Subservicer or the Servicer, and the Servicer shall service directly the related Loans. Each Subservicing Agreement"); provided Agreement shall include the provision that such subservicing arrangement and agreement may be immediately terminated by the terms of Indenture Trustee in the related event that the Servicer shall, for any reason, no longer be the Servicer. In no event shall any Subservicing Agreement must provide require the Indenture Trustee, as successor Servicer, for the servicing of any reason whatsoever to pay compensation to a Subservicer in order to terminate such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Subservicer. (b) Notwithstanding the provisions of any Subservicing Agreement, any of the provisions herein of this Agreement relating to agreements or arrangements between the Master Servicer or and a Subservicer or reference to actions taken through the Master Servicer a Subservicer or otherwise, the Master Servicer shall remain obligated and primarily liable to the DepositorIssuer, the Trust, the Indenture Trustee and the Certificateholders Securityholders for the servicing and administration of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment payments on a Mortgage Loan Loans when the Subservicer has actually received such payments and, unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Servicer in servicing the Loans include actions taken or to be taken by a Subservicer has received such paymenton behalf of the Servicer. The Master Servicer shall be entitled to enter into an any agreement with a Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by . (c) In the Master event the Servicer shall contain a provision giving for any reason no longer be the Master Servicer (including by reason of an Event of Default with respect to the option Servicer), the successor Servicer, on behalf of the Issuer, the Indenture Trustee and the Securityholders pursuant to Section 4.07 hereof, shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the successor Servicer elects to terminate such agreement and at any Subservicing Agreement in accordance with its terms. The successor Servicer shall be deemed to have assumed all of the Master Servicer's option, service interest therein and to have replaced the related Mortgage Loans itself pursuant Servicer as a party to this each Subservicing Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable same extent as if the Subservicing Agreement by a successor Subservicer. Any costs and expenses relating Agreements had been assigned to such termination and the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements which accrued prior to the transfer of servicing to the successor Servicer. The Servicer, at its expense and without right of reimbursement therefor, shall, upon request of the successor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (d) As part of its servicing activities hereunder, the Servicer, for the benefit of the Issuer, the Indenture Trustee and the Securityholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the sole expense Servicer, in its good faith business judgment, would require were it the owner of the Master Servicerrelated Loans. The Servicer shall pay the costs of such enforcement at its own expense and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, without if any, that such recovery exceeds all amounts due in respect of the related Loan or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against which such enforcement is directed. (e) Any Subservicing Agreement that may be entered into and any right other transactions or services relating to reimbursement from the Master Loans involving a Subservicer shall be deemed to be between the Subservicer and the Servicer Collection Account alone and none of the Issuer, the Indenture Trustee or the Distribution Account. Securityholders shall be deemed parties thereto or shall have any claims, rights, obligations, duties or liabilities with respect to the Subservicer in its capacity as such except as set forth in subsection (c) of this SECTION 4.06. (f) In the event that the Trustee as successor master servicer terminates those cases where a Subservicer is servicing a Loan pursuant to a Subservicing Agreement, the Trustee is entitled Subservicer will be required to establish and maintain one or more accounts (collectively, the "Subservicing Account"). The Subservicing Account shall be reimbursed for any costs an Eligible Account. The Subservicer will be required to deposit into the Subservicing Account, no later than the first Business Day after receipt, all proceeds of Loans received by the Subservicer and expenses it may incur relating to remit such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant proceeds to the related Servicer for deposit in the Collection Account not later than the Business Day following receipt thereof by the Subservicer. Notwithstanding anything in this subsection (f) to the contrary, the Subservicer shall only be able to withdraw funds from the Subservicing Agreement Account for the purpose of remitting such funds to the Servicer for deposit into the Collection Account. The Servicer shall be performed as an require the Subservicer to cause any collection agent of the Master Subservicer to send a copy to the Servicer of each statement of monthly payments collected by or on behalf of the Subservicer within five Business Days after the end of every month, and the Servicer shall compare the information provided in such reports with the same force and effect as if performed directly deposits made by the Master Servicer. (b) Subservicer into the Collection Account for the same period. The Master Servicer shall be deemed to have received any collections, recoveries or payments with respect to on the Mortgage Loans that are received by a Subservicer regardless of whether such payments are remitted by on the date on which the Subservicer to the Master Servicerhas received such payments.

Subservicing. PMC shall (ax) The Master Servicer may arrange for enforce each Approved Subservicing Agreement in accordance with the subservicing terms thereof and all applicable Xxxxxx Xxx Requirements and keep such Approved Subservicing Agreement in full force and effect and (y) perform its obligations under each Approved Subservicing Agreement and shall not default in any material respect under such Approved Subservicing Agreement. (i) Subject to the terms set forth in the applicable Approved Subservicing Agreement, PMC shall promptly provide to Administrative Agent copies of any Mortgage Loan by a subservicer (each, a "Subservicer") pursuant to a subservicing agreement (each, a "material notice delivered or received under any Eligible Approved Subservicing Agreement", including notice of the occurrence of any event of default under or breach of such Approved Subservicing Agreement. PMC will promptly deliver to Administrative Agent a copy of every supplement, amendment, restatement, modification or waiver of any Approved Subservicing Agreements promptly (and in no event later than five (5) Business Days) after the same shall become effective. (ii) PMC shall not, without the prior written consent of Administrative Agent, which shall not be unreasonably withheld or delayed: (i) cancel or terminate any Approved Subservicing Agreement (other than as required by Xxxxxx Xxx); or (ii) supplement, amend, restate, modify or waive any term or condition any Approved Subservicing Agreement (other than as required by Xxxxxx Xxx) that would be adverse to the rights of Administrative Agent or any Buyer with respect to the Repurchase Assets. Notwithstanding the foregoing, PMC may terminate any Approved Subservicer with respect to any or all of the Mortgage Loans or transfer subservicing from any Approved Subservicer with respect to any or all of the Mortgage Loans subserviced by such Approved Subservicer without the consent of Administrative Agent provided that such subservicing arrangement and the terms of the related is transferred to another Approved Subservicer under an Approved Subservicing Agreement. (iii) PMC shall not waive any default under, or breach of, any Approved Subservicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent that is materially adverse to the rights of Administrative Agent or any Buyer with respect to the servicing arrangements contemplated hereunderRepurchase Assets. Notwithstanding During the provisions existence of an event of default or Subservicer Termination Event under any Approved Subservicing Agreement, any PMC may, and at the direction of Administrative Agent, shall, subject to the provisions herein Xxxxxx Xxx Requirements, transfer the servicing relating to agreements or arrangements between the Master Servicer or a Subservicer or reference to actions taken through the Master Servicer or otherwise, the Master Servicer shall remain obligated and liable to the Depositor, the Trust, 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 liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such another Approved Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer PMC shall be deemed to have received a payment on a Mortgage Loan when a Subservicer has received such payment. The Master Servicer shall be entitled to enter into an agreement with a Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by the Master Servicer shall contain a provision giving the Master Servicer the option to terminate such agreement and at the Master Servicer's option, service the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. In the event that the Trustee as successor master servicer terminates a Subservicing Agreement, the Trustee is entitled to be reimbursed responsible for any costs and expenses it may incur relating to of such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicertermination. (biv) The Master Servicer PMC shall not permit any of the MSRs to be deemed subject to have received any collectionsservicing contract or subservicing arrangement, recoveries unless such contract or payments arrangement is with respect an Approved Subservicer pursuant to the Mortgage Loans that are received by a Subservicer regardless of whether such payments are remitted by the Subservicer to the Master Serviceran Approved Subservicing Agreement.

Subservicing. (a) The Master Servicer or Special Servicer, as the case may arrange for the subservicing be, may delegate any of any Mortgage Loan by a subservicer (each, a "Subservicer") pursuant its obligations hereunder to a sub-servicer (so long as such Person is a Qualified Servicer); provided, however, that the Servicer or Special Servicer, as the case may be, shall provide oversight and supervision with regard to the performance of all subcontracted services and (i) any subservicing agreement (each, a "Subservicing Agreement"); provided that such subservicing arrangement and the terms of the related Subservicing Agreement must provide for the servicing of such Mortgage Loans in a manner shall be consistent with the servicing arrangements contemplated hereunder. Notwithstanding the provisions of any Subservicing Agreement, any of the provisions herein relating and subject to agreements or arrangements between the Master Servicer or a Subservicer or reference to actions taken through the Master Servicer or otherwise, the Master Servicer shall remain obligated and liable to the Depositor, the Trust, the Trustee and the Certificateholders for the servicing and administration of the Mortgage Loans in accordance with the provisions of this Agreement and (ii) no sub-servicer retained shall foreclose on the Mortgage Loan or grant any modification, waiver, or amendment to the Asset Documents without diminution the approval of the Servicer or the Special Servicer, as the case may be. Neither the existence of any subservicing agreement nor any of the provisions of this Agreement relating to subservicing shall relieve the Servicer or Special Servicer, as the case may be, of its obligations to the Issuer hereunder. Notwithstanding any such obligation subservicing agreement, the Servicer or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from Special Servicer, as the Subservicer and case may be, shall be obligated to the same extent and under the same terms and conditions as if the Master Servicer or the Special Servicer, as the case may be, alone were was servicing the related Mortgage Loans in accordance with the terms of this Agreement. The Servicer or Special Servicer, as the case may be, shall be solely liable for all fees owed by it to any subservicer, regardless of whether the compensation hereunder of the Servicer or Special Servicer, as the case may be, is sufficient to pay such fees. The Servicer and administering the Special Servicer shall be permitted to provide a copy of this Agreement, the Indenture and the Mortgage Asset Purchase Agreement to any sub-servicer retained by the Servicer or the Special Servicer, as applicable. (b) Each sub-servicer shall be (i) authorized to transact business in the applicable state(s), if, and to the extent, required by applicable law to enable the sub-servicer to perform its obligations hereunder and under the applicable sub-servicing agreement, and (ii) qualified to service investments comparable to the Mortgage Loans. (c) Any sub-servicing agreement entered into by the Servicer or Special Servicer, and neither as the case may, be shall provide that it may be assumed or terminated by (i) the Servicer or the Special Servicer, as the case may be, (ii) the Trustee, if the Trustee nor has assumed the duties of the Servicer or Special Servicer, as the case may be, or if the Servicer or Special Servicer, as the case may be, is otherwise terminated pursuant to the terms of this Agreement, or (iii) a successor servicer if such successor servicer has assumed the duties of the Servicer or Special Servicer, as the case may be, in each case without cause and without cost or obligation to the Trustee, the successor servicer or the successor special servicer. In no event shall the Trustee be responsible for the payment of any termination fee in connection with any sub-servicing agreement entered into by the Servicer or Special Servicer or any successor servicer. In no event shall any sub-servicing agreement give a sub-servicer direct rights against the assets of the Issuer. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a sub-servicer shall be deemed to be between the sub-servicer and the Servicer or Special Servicer, as the case may be, alone and the Trustee shall not be deemed a party thereto and shall have any no claims, rights, obligations, duties or liabilities with respect to such Subservicerany sub-servicer except as set forth in Section 2.01(c) and Section 6.02. The Trustee shall not be (a) liable for any acts or omissions of any Servicer, including (b) obligated to make any obligationServicing Advance, duty or liability (c) responsible for expenses of the Trustee Servicer or the Special Servicer, (d) liable for any amount necessary to induce any successor servicer to act as successor servicer or any successor special servicer to act as special servicer hereunder. (d) Notwithstanding any contrary provisions of the foregoing subsections of this Section 2.02, the appointment by the Servicer or the Special Servicer of one or more third-party contractors for the purpose of performing discrete, ministerial functions shall not constitute the appointment of sub-servicers and shall not be subject to the provisions of this Section 2.02; provided, that (a) the Servicer or the Special Servicer, as the case may be, shall remain responsible for the actions of such third-party contractors as if it were alone performing such functions and shall pay all fees and expenses of such third-party contractors; and (b) such appointment imposes no additional duty on any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, any successor hereunder to the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a Subservicer has received such payment. The Master Servicer shall be entitled to enter into an agreement with a Subservicer to provide for or the delivery of reports and for indemnification of Special Servicer, as the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing case may be. (e) Each sub-servicing agreement entered into by the Master Servicer shall contain provide that Collateral Manager (or, with respect to a provision giving Non-CLO Controlled Mortgage Asset, the Master Servicer holder of the option related controlling Companion Participation) shall be entitled to terminate the rights and obligations of the sub-servicer under such sub-servicing agreement and at the Master Servicer's optionwith respect to such Mortgage Asset, service the related Mortgage Loans itself pursuant to this Agreement with or arrange for any servicing responsibilities to be performed pursuant without cause, upon ten (10) Business Days’ notice to the applicable Subservicing Agreement by Issuer, the Special Servicer, the Servicer, the Operating Advisor, the Collateral Manager, the Note Administrator and the Trustee, and replace such sub-servicer with a successor Subservicer. Any sub-servicer that is a Qualified Servicer, subject to the consent of the Servicer with respect to such replacement sub-servicer, which consent shall not be unreasonably withheld, conditioned or delayed; provided that (a) all applicable costs and expenses relating to (including, without limitation, cost and expenses of the Servicer) of any such termination and transfer made by the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of servicing the related controlling Companion Participation) shall be paid by the sole expense Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. In the event that the Trustee as successor master servicer terminates a Subservicing Agreement, the Trustee is entitled to be reimbursed for any costs related controlling Companion Participation) and expenses it may incur relating to such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer. (b) The Master Servicer shall be deemed all applicable accrued and unpaid Servicing Fees, Additional Servicing Compensation and Servicing Expenses owed to have received any collections, recoveries or payments with respect to the Mortgage Loans that such sub-servicer are received by a Subservicer regardless of whether such payments are remitted by the Subservicer to the Master Servicerpaid in full.

Subservicing. (a) The From the Closing Date until the Subservicing Termination Date, Capmark Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer (eachhereby authorizes and directs Subservicer to service, a "Subservicer") pursuant to a subservicing agreement (each, a "Subservicing Agreement"); provided that such subservicing arrangement and the terms of the related Subservicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Notwithstanding the provisions of any Subservicing AgreementSubservicer hereby agrees to service, any of the provisions herein relating to agreements or arrangements between the Master Servicer or a Subservicer or reference to actions taken through the Master Servicer or otherwise, the Master Servicer shall remain obligated and liable to the Depositor, the Trust, 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 liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the as Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a Subservicer has received such payment. The Master Servicer shall be entitled to enter into an agreement with a Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by the Master Servicer shall contain a provision giving the Master Servicer the option to terminate such agreement behalf and at the Master Servicer's option, service the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense direction of the Master Servicer, without any right to reimbursement from the Capmark Master Servicer Collection Account or the Distribution Account. In the event that the Trustee as successor master servicer terminates a Subservicing provided in this Agreement, the Trustee is entitled to be reimbursed for any costs and expenses it may incur relating to such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer. (b) The Subservicer shall perform all tasks and responsibilities necessary to satisfy the requirements set forth under the Task Description, in each case in a manner not inconsistent with the Pooling and Servicing Agreement. (c) On or before the Closing Date the Subservicer shall establish the Subservicer Collection Account, which shall be an Eligible Account, notify the Capmark Master Servicer in writing of the name and address of the depository institution at which the Subservicer Collection Account is maintained and the number of the Subservicer Collection Account. The Subservicer shall be deemed deliver to have received the Capmark Master Servicer prior written notice of any collectionschange in the location, recoveries name or address of the applicable depository institution or account number of the Subservicer Collection Account. (d) The Subservicer shall make efforts consistent with the Servicing Standard to collect all monthly payments of principal and interest with respect to the Mortgage Loans (except for payments due on or prior to the Cut-Off Date), as well as late charges, default interest, Prepayment Premiums, Insurance Proceeds, condemnation proceeds and any and all other amounts due from the Mortgagor or a third party with respect to the Mortgage Loans pursuant to the mortgage loan documents for each Mortgage Loan; provided, however, that with respect to any payments that are required under the terms of the applicable mortgage loan documents to be made directly to a Person other than the holder of the related Mortgage Loan, the Subservicer shall use efforts consistent with the Servicing Standard to cause such payments to be made. The Subservicer shall deposit all payments and collections received by the Subservicer into the Subservicer Collection Account on a daily basis; provided, however, that the Subservicer regardless shall be entitled to retain and pay to itself the related Subservicing Fee from the interest portion of whether any such payments. Payments and collections on the Mortgage Loans received by the Subservicer, including any full or partial prepayments, payments at maturity or other payoffs, that are remitted made in accordance with the related Mortgage Loan documents shall be posted by the Subservicer to the Mortgagor records maintained by the Subservicer not more than two Business Days after receipt and shall be allocated to principal, interest or other items (e.g., escrow) in accordance with the related Mortgage Loan documents. On a monthly or more frequent basis, the Subservicer shall maintain records documenting the Subservicer's collection efforts in connection with any delinquencies that may arise and such records shall describe the Subservicer's activities in monitoring delinquent Mortgage Loans, including, for example, phone calls, letters and other communications. (e) The Subservicer shall not withdraw funds from the Subservicer Collection Account, except as follows: (1) on the Subservicer Remittance Date occurring in each month, the Subservicer shall remit to the Capmark Master Servicer by wire transfer of immediately available funds any and all amounts on deposit in the Subservicer Collection Account as of the close of business on the Subservicer Determination Date occurring in such month (net of any amounts permitted to be withdrawn prior thereto), other than any amounts that represent Scheduled Payments received for a Due Date occurring after such Subservicer Determination Date; (2) the Subservicer shall remit to the Capmark Master Servicer by wire transfer of immediately available funds within one Business Day following the receipt thereof any late payments and any principal prepayments or other unscheduled payments or Balloon Payments (in each case including the related interest payment paid by the Mortgagor); (3) the Subservicer shall be entitled to withdraw and pay to itself any investment or other income earned on amounts on deposit in the Subservicer Collection Account to the extent provided below; (4) the Subservicer shall withdraw and pay to itself each other item of compensation to which it is entitled (but only from the amounts from which such compensation is payable as otherwise provided herein) and (5) the Subservicer shall be entitled to withdraw from the Subservicer Collection Account at any time any amounts on deposit therein that were not required to be deposited into the Subservicer Collection Account. The Subservicer shall provide the Capmark Master Servicer immediate notice of the Subservicer becoming aware that any Principal Prepayment is to be made on any Determination Date. The Subservicer shall keep and maintain separate accounting for the purpose of justifying any withdrawals made from the Subservicer Collection Account. In the event any payments received by Subservicer becomes NSF after the monies associated with that payment have been remitted to the Capmark Master Servicer, the Capmark Master Servicer will return such moneys to Subservicer by wire transfer in immediately available funds within one Business Day following notice from the Subservicer. Funds in the Subservicer Collection Account may be invested and, if invested, shall be invested by, and at the risk of, the Subservicer in Eligible Investments selected by the Subservicer which shall mature, unless payable on demand, not later than the Business Day immediately preceding the next date on which such funds are required to be remitted to the Capmark Master Servicer, and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Permitted Investments shall be made in the name of "Wells Fargo Bank, National Associaxxxx, as Trustee for the Holders of the Morgan Stanley Capital I Trust 2000-XX00, Xxxxxxcial Mortgage Pass-Through Certificates, Series 2007-IQ15." An amount equal to all income and gain realized from any such investment shall be for the account of the Subservicer as additional servicing compensation and the Subservicer shall be entitled to withdraw such income and gain from the Subservicer Collection Account at any time and from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Subservicer, which shall deposit the amount of such loss (to the extent such loss is not offset by income from other investments) in the Subservicer Collection Account out of its own funds immediately as realized. (f) With respect to escrow or reserve payments as listed on the Task Description, the Subservicer shall collect escrow or reserve amounts with respect to the Mortgage Loans, and shall deposit such funds in an escrow account (the "Subservicer Escrow Account"), which shall be an Eligible Account, and shall maintain, disburse and account for such funds as provided in the Task Description, for real estate taxes, insurance and reserves, and escrows for repairs, replacements, principal and interest payments and lease payments, and any other matters specified in any agreement in which funds are held at the time, and in the manner and for the purposes as otherwise required or delineated in the mortgage loan documents for each Mortgage Loan and with respect to the Capmark Master Servicer under the Pooling and Servicing Agreement. The Subservicer may direct the investment of such funds subject to and in accordance with the criteria and requirements set forth in the Pooling and Servicing Agreement relating to Escrow Accounts, including without limitation the obligation to deposit into the Subservicer Escrow Account the amount of any investment losses to the extent required in the Pooling and Servicing Agreement. The Subservicer shall have the benefit and shall retain all interest and income earned on the Subservicer Escrow Account for the Mortgage Loans that is not paid to Mortgagors. In connection with such funds and all other funds (if any) held by or maintained under the control of the Subservicer hereunder on behalf of the Mortgagors, the Subservicer shall analyze such funds (according to the related Mortgage Loan documents) not less frequently than annually; the Subservicer shall pay or credit to the related Mortgagors interest or income on such funds to which they are entitled, all in accordance with the related Mortgage Loan documents and applicable state law; and the Subservicer shall return the remainder of such funds to the Mortgagor within 30 days following the full repayment of the related Mortgage Loan. If the Subservicer is required under this Agreement to make payments or disbursements to third parties (such as tax or insurance payments) on behalf of a Mortgagor from funds held by or maintained under the control of the Subservicer hereunder on behalf of such Mortgagor, such payment or disbursement shall be made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the Subservicer at least 30 calendar days prior to these dates. Any late payment penalties in connection with any such payment or disbursement to be made on behalf of a Mortgagor shall be paid from the Subservicer's funds (without right of reimbursement therefor) and not charged to the Mortgagor, unless the late payment was due to the Mortgagor's error or omission. Any such payments or disbursements made on behalf of a Mortgagor shall be posted by the Subservicer to the Mortgagor records maintained by the Subservicer, in each case within two Business Days after the payment or disbursement. (g) Notwithstanding any contrary provision of the Task Description, the Subservicer shall actively monitor each Mortgagor to determine whether it is maintaining insurance coverage required by the related mortgage loan documents and the Pooling and Servicing Agreement. If at any time the Subservicer determines that any Mortgagor may not be maintaining or does not maintain terrorism or other insurance coverage required by the mortgage loan documents and the Pooling and Servicing Agreement, the Subservicer shall promptly notify the Capmark Master Servicer of such possible or actual failure and, if requested, provide the Capmark Master Servicer with details of the Mortgagor's insurance coverage. The Capmark Master Servicer will make (i) the determination of whether or not the insurance coverage meets the requirements of the mortgage loan documents and the Pooling and Servicing Agreement, including any assessment of the availability of such insurance at commercial reasonable rates and terms, (ii) any decision to advance or force place insurance and (iii) any determination to waive or enforce any such insurance requirement.

Subservicing. (a) The Master Servicer may arrange enter into Subservicing Agreements with one or more Subservicers for the subservicing servicing and administration of any Mortgage Loan certain of the Contracts. References herein to actions taken or to be taken by the Servicer in servicing the Contracts include actions taken or to be taken by a subservicer (eachSubservicer on behalf of the Servicer. Each Subservicing Agreement will be upon such terms and conditions as are not inconsistent with this Agreement and as the Servicer and the Subservicer have agreed. With the approval of the Servicer, a "Subservicer") pursuant Subservicer may delegate its servicing obligations to a subservicing agreement (eachthird-party servicers, a "but such Subservicer will remain obligated under the related Subservicing Agreement"). The Servicer and a Subservicer may enter into amendments thereto or different forms of Subservicing Agreements; provided that any such subservicing arrangement amendments or different forms shall be consistent with and not violate the provisions of this Agreement or materially adversely affect the rights of Certificateholders hereunder. (b) The Servicer shall be entitled to terminate any Subservicing Agreement that may exist in accordance with the terms and conditions of such Subservicing Agreement and without any limitation by virtue of this Agreement; provided that in the event of termination of any Subservicing Agreement by the Servicer or the related Subservicer, the Servicer shall either act directly as Servicer of the related Contract or enter into a Subservicing Agreement with a successor Subservicer which will be bound by the terms of the related Subservicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Agreement. (c) Notwithstanding the provisions of any Subservicing Agreement, any of the provisions herein of this Agreement relating to agreements or arrangements between the Master Servicer or a Subservicer or reference to actions taken through the Master Servicer such Persons or otherwise, the Master Servicer shall remain obligated and liable to the Depositor, the Trust, the Trustee and the Certificateholders for the servicing and administration administering of the Mortgage Loans Contracts in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the a Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a Subservicer has received such paymentContracts. The Master Servicer shall be entitled to enter into an agreement with a Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement . (d) Any Subservicing Agreement that may be entered into by and any other transactions or servicing arrangements relating to the Master Servicer Contracts involving a Subservicer shall contain a provision giving the Master Servicer the option to terminate such agreement and at the Master Servicer's option, service the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities be deemed to be performed pursuant between the Subservicer and the Servicer alone, and neither the Trustee nor the Certificateholders shall be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be Subservicer except as set forth in the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. immediately succeeding paragraph. (e) In the event that the Trustee as successor master Servicer shall for any reason no longer be a servicer terminates a Subservicing Agreement(including, but not limited to, by reason of an Event of Default), the Trustee is entitled to be reimbursed for any costs or its designee may, at the sole discretion of the Trustee, thereupon assume all of the rights and expenses it may incur relating to obligations of such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of Servicer under each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly selected by the Master Servicer. (b) The Master Servicer Trustee in its sole discretion. In such event, the Trustee, its designee or the successor servicer for the Trustee shall be deemed to have received any collections, recoveries or payments with respect assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each such Subservicing Agreement to the Mortgage Loans that are received by a Subservicer regardless of whether same extent as if such payments are remitted by the Subservicer Subservicing Agreement had been assigned to the Master assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement. The Servicer shall, upon request of the Trustee but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each such Subservicing Agreement and the Contracts then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreement to the assuming party.

Subservicing. (a) The Master Servicer may arrange for Notwithstanding anything to the subservicing contrary contained in this Agreement, if the Mortgage Loans are subserviced in accordance with the PHH Reconstitution Agreement and/or the Shellpoint Subservicing Agreement, by PHH and Shellpoint, respectively, the parties hereto agree that the Servicing Administrator shall be deemed to have complied with the provisions of Subsections 11.01 through 11.13, 11.15 through 11.19, 11.21, 11.22, 11.25 and 11.26, except to the extent such provisions relate to P&I Advances, Servicing Advances or Compensating Interest. For the avoidance of doubt, to the extent any Mortgage Loan is no longer subserviced by a subservicer (each, a "Subservicer") pursuant to a subservicing agreement (each, a "either the PHH Reconstitution Agreement or the Shellpoint Subservicing Agreement"); provided that such subservicing arrangement and , the terms provisions of the related Subservicing Agreement must provide for the servicing of this paragraph shall no longer apply in connection with such Mortgage Loans in a manner consistent with unless otherwise agreed to by the servicing arrangements contemplated hereunder. Notwithstanding the provisions of any Subservicing Agreement, any securitization trust of the provisions herein relating to agreements or arrangements between Subsequent Transaction and the Master Servicer or a Subservicer or reference to actions taken through the Master Servicer or otherwiseServicing Administrator. In addition, the Master Servicer shall remain obligated and liable notwithstanding anything to the Depositorcontrary contained herein, for purposes of such Subsections, all references to the TrustServicing Administrator shall be deemed to be references to the Servicing Administrator or to the Servicing Administrator acting through one or more of its Subservicers, the Trustee as applicable. The Servicing Administrator, as an independent contractor, shall service and the Certificateholders for the servicing and administration of administer the Mortgage Loans in accordance with this Agreement and Customary Servicing Procedures and the provisions terms of the Mortgage Notes and Mortgages, and shall have full power and authority, acting alone or through Subservicers or agents, to do or cause to be done any and all things in connection with such servicing and administration which the Servicing Administrator may deem necessary or desirable and consistent with the terms of this Agreement. The Servicing Administrator may perform its servicing responsibilities through agents or independent contractors, but shall not thereby be released from any of its responsibilities hereunder. Notwithstanding anything to the contrary, the Servicing Administrator may delegate any of its duties under this Agreement to one or more of its affiliates without diminution regard to any of such obligation or liability the requirements of this section; provided, however, that the Servicing Administrator shall not be released from any of its responsibilities hereunder by virtue of such Subservicing Agreements delegation. The Mortgage Loans may be subserviced by one or arrangements more unaffiliated Subservicers on behalf of the Servicing Administrator in accordance with the servicing provisions of this Agreement, provided that each Subservicer is a Fxxxxx Mxx approved seller/servicer or a Fxxxxxx Mac approved seller/servicer in good standing, and no event has occurred, including but not limited to a change in insurance coverage, that would make it unable to comply with the eligibility for seller/servicers imposed by virtue Fxxxxx Mxx or Fxxxxxx Mac, or which would require notification to Fxxxxx Mae or Fxxxxxx Mac. The Servicing Administrator shall pay all fees and expenses of indemnification from the Subservicer and from its own funds (provided that any such expenditures that would constitute Servicing Advances if made by the Servicing Administrator hereunder shall be reimbursable to the same extent Servicing Administrator as Servicing Advances), and under the same terms Subservicer’s fee shall not exceed the Servicing Fee. The Servicing Administrator shall provide prompt notice to the Purchaser and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or Servicing Administrator’s engagement of any other party to pay such Subservicer's fees . (b) At the cost and expenses. For purposes expense of remittance to the Trustee pursuant to this AgreementServicing Administrator, without any right of reimbursement from the Custodial Account, the Master Servicer Servicing Administrator shall be entitled to terminate the rights and responsibilities of a Subservicer and arrange for any servicing responsibilities to be performed by a successor Subservicer meeting the requirements in the preceding paragraph; provided, however, that nothing contained herein shall be deemed to have received a payment on a prevent or prohibit the Servicing Administrator, at the Servicing Administrator’s option, from electing to service the related Mortgage Loan when a Loans itself. If the Servicing Administrator’s responsibilities and duties under this Agreement are terminated and if requested to do so by the Purchaser or its designee, the Servicing Administrator shall at its own cost and expense terminate the rights and responsibilities of the Subservicer has received such paymentas soon as is reasonably possible. The Master Servicer Servicing Administrator shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of the Subservicer from the Servicing Administrator’s own funds without reimbursement from the Purchaser. (c) The Servicing Administrator shall be entitled to enter into an agreement with a the Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer Servicing Administrator by such Subservicer, the Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every . (d) Any subservicing agreement entered into and any other transactions or services relating to the Mortgage Loans involving the Subservicer shall be deemed to be between the Subservicer and Servicing Administrator alone, and the Purchaser shall have no obligations, duties or liabilities with respect to the Subservicer including no obligation, duty or liability of Purchaser to pay the Subservicer’s fees and expenses. For purposes of distributions and advances by the Master Servicer shall contain a provision giving the Master Servicer the option to terminate such agreement and at the Master Servicer's option, service the related Mortgage Loans itself Servicing Administrator pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. In the event that the Trustee as successor master servicer terminates a Subservicing Agreement, the Trustee is entitled to be reimbursed for any costs and expenses it may incur relating to such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer. (b) The Master Servicer Servicing Administrator shall be deemed to have received a payment on a Mortgage Loan when the Subservicer has received such payment. (e) Consistent with the terms of this Agreement, the Servicing Administrator may waive, modify or vary any collectionsterm of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Servicing Administrator’s reasonable and prudent determination such waiver, recoveries modification, postponement or payments indulgence is not materially adverse to the Purchaser; provided, however, that (unless the Mortgagor is in default with respect to the Mortgage Loans Loan, or such default is, in the judgment of the Servicing Administrator, reasonably foreseeable, and the Servicing Administrator has the consent of the Purchaser or its designee) the Servicing Administrator shall not enter into any payment plan or agreement to modify payments with a Mortgagor lasting more than six (6) months or permit any modification with respect to any Mortgage Loan that are received would change the Mortgage Interest Rate, the Lifetime Rate Cap, the Initial Rate Cap, the Periodic Rate Cap or the Gross Margin, defer or forgive the payment of any principal or interest, change the outstanding principal amount (except for actual payments of principal), make any future advances or extend the final maturity date, as the case may be, with respect to such Mortgage Loan or subordinate the priority of the lien of the Mortgage Loan; provided, further, that if the Mortgage Loan is held by a Subservicer regardless REMIC, unless such Mortgage Loan is in default or default with respect thereto is reasonably foreseeable, the Servicing Administrator shall not permit any modification of whether such payments are remitted Mortgage Loan that would constitute a significant modification within the meaning of the REMIC provisions of the Code. Notwithstanding the foregoing, for any waiver, modification, postponement or indulgence required to be made under HAMP, the Servicemembers Civil Relief Act or any other government program, the Servicing Administrator shall not require the consent of the Purchaser to grant such modification, but shall notify the Purchaser of such modification in writing. (f) The Seller shall forward to the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with this Agreement within two weeks of their execution; provided, however, that the Seller shall provide the Custodian with a certified true copy of any such document submitted for recordation within two weeks of its execution, and shall provide the original of any document certified by the Subservicer appropriate public recording office to be a true and complete copy of the original within one hundred and eighty (180) days of its submission for recordation. (g) The Servicing Administrator shall notify the Purchaser or its designee of its intention to institute any foreclosure proceeding no less than ten (10) days prior to initiating such proceeding. Prior to accepting a deed-in-lieu of foreclosure or a partial release of any of the Mortgaged Property subject to the Master Servicerlien of the Mortgage Property, the Servicing Administrator shall email Purchaser or its designee at an email address provided by the Purchaser and obtain the Purchaser’s or its designee’s written consent to such Servicing Administrator’s acceptance. In connection with any foreclosure sale, the Servicing Administrator shall consult with the Purchaser or its designee with regard to a bid price for the related Mortgaged Property and shall set such bid price in accordance with the Purchaser’s or its designee’s instructions. The Servicing Administrator shall make all required Servicing Advances and shall service and administer the Mortgage Loans in accordance with Applicable Law and shall provide to the Mortgagors any reports required to be provided to them thereby; provided that the Servicing Administrator shall obtain the prior written consent of the Purchaser or its designee prior to making any Servicing Advance of $5,000 or more. The Purchaser or its designee shall furnish to the Servicing Administrator any powers of attorney and other documents reasonably necessary or appropriate to enable the Servicing Administrator to carry out its servicing and administrative duties under this Agreement. (h) Notwithstanding anything to the contrary contained herein, in connection with a foreclosure or acceptance of a deed-in-lieu of foreclosure, if the Servicing Administrator has reasonable cause to believe that a Mortgaged Property is contaminated by hazardous or toxic substances or wastes, or if the Purchaser or its designee otherwise requests an environmental inspection or review of such Mortgaged Property, such an inspection or review is to be conducted by a qualified inspector at the Purchaser’s expense. Upon completion of the inspection, the Servicing Administrator shall promptly provide the Purchaser or its designee with a written report of the environmental inspection. After reviewing the inspection, the Purchaser or its designee shall determine how the Servicing Administrator shall proceed with respect to the Mortgaged Property.

Subservicing. (a) The Master With the prior written consent of Position Holder Trust, Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer (each, a "Subservicer") pursuant to a subservicing agreement (each, a "Subservicing Agreement"); provided that such subservicing arrangement and the terms of the related Subservicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent enter into agreements with the servicing arrangements contemplated hereunder. Notwithstanding the provisions of any Subservicing Agreement, any of the provisions herein relating to agreements or arrangements between the Master Servicer or a Subservicer or reference to actions taken through the Master Servicer or otherwise, the Master Servicer shall remain obligated and liable to the Depositor, the Trust, the Trustee and the Certificateholders subservicers for the servicing and administration of the Mortgage Loans Policies, the registration, servicing and administration of Fractional Interests, New XXX Notes, Position Holder Trust Interests and XXX Partnership Interests, and for the performance of any and all other Services to be provided by Servicer hereunder. Each subservicer shall be required to provide the Services that are the subject of the subservicing agreement in accordance with this Agreement. (b) Notwithstanding any agreement with a subservicer, any of the provisions of this Agreement relating to agreements or arrangements between Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, Servicer shall remain obligated and primarily liable to Position Holder Trust for the servicing and administering of the Policies and the provision of all of the other Services in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements agreements or arrangements or by virtue of indemnification from the Subservicer subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans, Policies and neither providing the Trustee nor any other party Services required by this Agreement. No delegation by Servicer to a subservicer shall have any obligations, duties release Servicer from the responsibilities or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to arising under this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a Subservicer has received such payment. The Master Servicer shall be entitled to enter into an any agreement with a Subservicer to provide for the delivery of reports and subservicer for indemnification of the Master Servicer by such Subservicer, subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every Any such indemnification shall expressly extend to and protect Position Holder Trust and the Continuing Fractional Holders. Servicing Agreement 9 (c) Any subservicing agreement that may be entered into and any transactions or services involving a subservicer in its capacity as such shall be deemed to be between the subservicer and Servicer alone, and shall be in form and substance reasonably satisfactory to Position Holder Trust, and Position Holder Trust and the Continuing Fractional Holders shall be express third party beneficiaries of any such subservicing agreement. Servicer shall be solely liable for all fees and expenses owed by it to any subservicer, irrespective of whether Servicer’s compensation pursuant to this Agreement is sufficient to pay such fees and expenses. Notwithstanding the foregoing, each subservicing agreement entered into by the Master Servicer shall contain a provision giving the Master Servicer the option to provide that such subservicing agreement shall terminate such agreement and at the Master Servicer's option, service the related Mortgage Loans itself pursuant to should this Agreement or arrange for any servicing responsibilities to Servicer’s appointment hereunder be performed pursuant to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. In the event that the Trustee as successor master servicer terminates a Subservicing Agreement, the Trustee is entitled to be reimbursed for any costs and expenses it may incur relating to such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicerterminated. (b) The Master Servicer shall be deemed to have received any collections, recoveries or payments with respect to the Mortgage Loans that are received by a Subservicer regardless of whether such payments are remitted by the Subservicer to the Master Servicer.

Subservicing. (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer (each, a "Subservicer") pursuant to a subservicing agreement (each, a "Subservicing Agreement"); provided that such subservicing arrangement and the terms of the related Subservicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Notwithstanding the provisions of any Subservicing Agreement, any of the provisions herein relating to agreements or arrangements between the Master Servicer or a Each Subservicer or reference to actions taken through the Master Servicer or otherwise, the Master Servicer shall remain obligated and liable to the Depositor, the Trust, the Trustee and the Certificateholders be responsible for the servicing and administration of the Mortgage Loans for which such Subservicer is designated as the Subservicer on the Loan Schedule; provided, however, that the Servicer may redesignate the Subservicers for particular Loans from time to time; provided, further, that any such redesignation will comply with licensing regulations applicable to such Subservicers. Each Subservicer shall service and administer the related Loans in accordance with the provisions of Section 3.01. As part of its servicing activities hereunder, the Servicer shall enforce the obligations of each Subservicer under this Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicers, and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Servicer, in its good faith business judgment, would require were it the owner of the related Loans. The Servicer shall pay the costs of such enforcement at its own expense. (b) The Servicer shall be entitled to terminate the subservicing of the Loans by any Subservicer under this Agreement at any time in its sole discretion. In the event of termination of any Subservicer, the Servicer shall either (A) directly service the related Loans, but only to the extent the Servicer has the regulatory authorizations to do so, or (B) appoint another duly licensed Subservicer to service and administer such Loans and, in either case, such entity shall assume all such servicing obligations immediately upon such termination. Notwithstanding anything else to the contrary contained herein, all rights and obligations of the Subservicers under this Agreement shall terminate upon the occurrence of a Servicing Transfer Date (including the Servicing Assumption Date) and the related successor Servicer will not be required to enforce the obligations of any prior Subservicer that has been terminated in connection with such Servicing Transfer Date; provided, however, that any Subservicer may be engaged (and each Subservicer has agreed to reasonably cooperate with the Back-up Servicer or any other Successor Servicer in arranging any such engagement) by any Successor Servicer, including the Back-up Servicer, on terms reasonably satisfactory to such Subservicer, to provide servicing and administration of the Loans subject to the direction of such Successor Servicer (including the Back-up Servicer). (c) Each Subservicer shall make available to the Servicer sufficient information relating to the subservicing of Loans under this Agreement so as to enable the Servicer to prepare and deliver the Monthly Servicer Report and Officer’s Certificate required by Sections 3.06 and 3.07 of this Agreement. Each Subservicer will provide or cause to be provided to the independent service provider selected by the Servicer to furnish any report required by Section 3.07 of this Agreement sufficient information relating to the subservicing of Loans under this Agreement, or reasonable access to the premises of such Subservicer, as reasonably required by such independent service provider to furnish such report required by Section 3.07 of this Agreement. (d) Each Subservicer shall be entitled to compensation for its services as a Subservicer under this Agreement by the Servicer as agreed to by the Servicer and such Subservicer, and no Subservicer will be entitled to any fee or other payment from, or claim on, any of the assets in the Trust Estate. (e) Notwithstanding the appointment of the Subservicers for any such servicing and administration of the related Loans or any other purpose hereunder, the Servicer shall remain obligated and solely liable to the Issuer, the North Carolina Trust, the Indenture Trustee and the Noteholders for the servicing and administering of the Loans in accordance with the provisions of Section 3.01 without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and subservicing arrangement to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a Subservicer has received such payment. The Master Servicer shall be entitled to enter into an agreement with a Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by the Master Servicer shall contain a provision giving the Master Servicer the option to terminate such agreement and at the Master Servicer's option, service the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. In the event that the Trustee as successor master servicer terminates a Subservicing Agreement, the Trustee is entitled to be reimbursed for any costs and expenses it may incur relating to such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer. (bf) The Master Servicer shall be deemed to have received any collections, recoveries or payments parties hereto acknowledge and agree that Regional North Carolina will act as the Subservicer with respect to the Mortgage Loans that are received by a Subservicer regardless of whether such payments are remitted by the Subservicer to the Master Servicer2021-1A SUBI Assets.

Subservicing. (a) The Master From the Closing Date until the Subservicing Termination Date, Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer (eachhereby authorizes and directs Subservicer to service, a "Subservicer") pursuant to a subservicing agreement (each, a "Subservicing Agreement"); provided that such subservicing arrangement and the terms of the related Subservicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Notwithstanding the provisions of any Subservicing AgreementSubservicer hereby agrees to service, any of the provisions herein relating to agreements or arrangements between the Master Servicer or a Subservicer or reference to actions taken through the Master Servicer or otherwise, the Master Servicer shall remain obligated and liable to the Depositor, the Trust, 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 liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the as Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a Subservicer has received such payment. The Master Servicer shall be entitled to enter into an agreement with a Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by the Master Servicer shall contain a provision giving the Master Servicer the option to terminate such agreement behalf and at the Master Servicer's option, service the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense direction of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. In the event that the Trustee as successor master servicer terminates a Subservicing provided in this Agreement, the Trustee is entitled to be reimbursed for any costs and expenses it may incur relating to such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer. (b) The Master Servicer Subservicer shall perform all tasks and responsibilities necessary to satisfy the requirements set forth under the Task Description, in each case in a manner not inconsistent with the Pooling and Servicing Agreement. (c) On the Closing Date, the Subservicer shall establish the Subservicer Collection Account, which shall be deemed an Eligible Account, and the Subservicer shall notify the Servicer in writing of the name and address of the depository institution at which the Subservicer Collection Account is maintained and the number of the Subservicer Collection Account. The Subservicer shall deliver to have received the Servicer prior written notice of any collectionschange in the location, recoveries name or address of the applicable depository institution or account number of the Subservicer Collection Account. (d) The Subservicer shall make efforts consistent with the Servicing Standard to collect all monthly payments of principal and interest with respect to the Mortgage Loans (except for payments due on or prior to the Cut-off Date), as well as late charges, default interest, Yield Maintenance Charges, Insurance Proceeds, Condemnation Proceeds and any and all other amounts due from the Borrower or a third party with respect to the Mortgage Loans pursuant to the mortgage loan documents for each Mortgage Loan; provided, however, that with respect to any payments that are received by required under the terms of the applicable mortgage loan documents to be made directly to a Person other than the holder of the related Mortgage Loan, the Subservicer regardless of whether shall use efforts consistent with the Servicing Standard to cause such payments are remitted to be made. The Subservicer shall deposit all payments and collections received by the Subservicer into the Subservicer Collection Account on a daily basis; provided, however, that the Subservicer shall be entitled to retain and pay to itself the related Subservicing Fee from the interest portion of any such payments. (e) The Subservicer shall not withdraw funds from the Subservicer Collection Account, except as follows: (1) on the Subservicer Remittance Date occurring in each month, the Subservicer shall remit to the Master Servicer by wire transfer of immediately available funds any and all amounts on deposit in the Subservicer Collection Account as of the close of business on the Subservicer Determination Date occurring in such month (net of any amounts permitted to be withdrawn prior thereto), other than any amounts that represent Scheduled Payments received for a Due Date occurring after such Subservicer Determination Date; (2) the Subservicer shall remit to the Servicer by wire transfer of immediately available funds within one Business Day following the receipt thereof any late payments and any principal prepayments or other unscheduled payments or Balloon Payments (in each case including the related interest payment paid by the Borrower); (3) the Subservicer shall be entitled to withdraw and pay to itself any investment or other income earned on amounts on deposit in the Subservicer Collection Account to the extent provided below; (4) the Subservicer shall withdraw and pay to itself each other item of compensation to which it is entitled (but only from the amounts from which such compensation is payable as otherwise provided herein), (5) the Subservicer shall withdraw, and transfer to the escrow account described in subsection (f), within one Business Day following receipt thereof, any amount deposited into the Subservicer Collection Account that constitutes a collection of an escrow or a reserve amount and (6) the Subservicer shall be entitled to withdraw from the Subservicer Collection Account at any time any amounts on deposit therein that were not required to be deposited into the Subservicer Collection Account. The Subservicer shall keep and maintain separate accounting for the purpose of justifying any withdrawals made from the Subservicer Collection Account. In the event any payments received by Subservicer becomes NSF after the monies associated with that payment have been remitted to the Servicer, the Servicer will return such moneys to Subservicer by wire transfer in immediately available funds within one Business Day following notice from the Subservicer. Funds in the Subservicer Collection Account may be invested and, if invested, shall be invested by, and at the risk of, the Subservicer in Permitted Investments selected by the Subservicer which shall mature, unless payable on demand, not later than the Business Day immediately preceding the next date on which such funds are required to be remitted to the Servicer, and any such Permitted Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Permitted Investments shall be made in the name of "Wells Fargo Bank N.A., as Trustee, in trust for Holders of Deutsche Xxxxxage & Asset Receiving Corporation, COMM 2006-C7 Commercial Mortgage Pass-Through Certificates." An amount equal to all income and gain realized from any such investment shall be for the account of the Subservicer as additional servicing compensation and the Subservicer shall be entitled to withdraw such income and gain from the Subservicer Collection Account at any time and from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Subservicer, which shall deposit the amount of such loss in the Subservicer Collection Account (to the extent such loss is not offset by income from other investments that is retained in the Subservicer Collection Account) out of its own funds immediately as realized. (f) With respect to escrow or reserve payments as listed on the Task Description, the Subservicer shall collect escrow or reserve amounts with respect to the Mortgage Loans, and shall deposit such funds in an escrow account, which shall be an Eligible Account, and shall maintain, disburse and account for such funds as provided in the Task Description, for real estate taxes, insurance and reserves, and escrows for repairs, replacements, principal and interest payments and lease payments, and any other matters specified in any agreement in which funds are held at the time, and in the manner and for the purposes as otherwise required or delineated in the mortgage loan documents for each Mortgage Loan and with respect to the Servicer under the Pooling and Servicing Agreement. The Subservicer may direct the investment of such funds subject to and in accordance with the criteria and requirements set forth in the Pooling and Servicing Agreement relating to Escrow Accounts, including without limitation the obligation to deposit into the Escrow Account the amount of any investment losses to the extent required in the Pooling and Servicing Agreement. Subservicer shall have the benefit and shall retain all interest and income earned on the Escrow Accounts for the Mortgage Loans that is not paid to [Mortgagors]. (g) Notwithstanding any contrary provision of the Task Description, the Subservicer shall actively monitor whether insurance policies for the Mortgaged Properties contain exclusions that were not in existence under the policies in effect on June 1, 2006. If at any time the Subservicer determines that any Borrower may not or does not maintain terrorism insurance required by the mortgage loan documents and the Pooling and Servicing Agreement, or that the insurance policies with respect to the Mortgaged Properties contain additional exclusions that were not in existence under the policies in effect on June 1, 2006, the Subservicer shall promptly notify the Servicer of such possible or actual failure and, if requested, provide the Servicer with details of the Borrower's insurance coverage. The Servicer will make (i) the determination of whether or not the insurance coverage meets the requirements of the mortgage loan documents and the Pooling and Servicing Agreement, including any assessment of the availability of such insurance at commercial reasonable rates and terms, (ii) any decision to advance or force place insurance and (iii) any determination to waive or enforce any such insurance requirement. Notwithstanding the foregoing, if the Subservicer and the Directing Holder under the Pooling and Servicing Agreement are the same entity or affiliates, the Subservicer shall be entitled to make a determination or recommendation, for review or approval by the Directing Holder, and upon receiving approval from the Directing Holder the Subservicer may take action regarding, the matters set forth above, provided that either (i) the matter involves the force placement of insurance that does not require an Advance or involve a waiver or modification of the applicable Mortgage Loan Documents or (ii) the Subservicer has afforded the Servicer not less than three Business Days in which to confirm whether the course of action agreed upon between the Subservicer and the Directing Holder complies with the Servicing Standard; provided, further, that, notwithstanding any contrary provision of clause (ii), the Servicer shall retain all rights that it may otherwise have under the Pooling and Servicing Agreement regarding Advances.

Subservicing. (a) The Master Servicer and the Special Servicer may arrange enter into subservicing agreements with one or more subservicers (including subsidiaries or affiliates of the Servicer or the Depositor) for the servicing and administration of the Mortgage Loans. Any such subservicer shall be entitled to a subservicing of any fee calculated based on the Subservicing Fee Rate. References in this Agreement to actions taken or to be taken by the Master Servicer or the Special Servicer in servicing the Mortgage Loan Loans include actions taken or to be taken by a subservicer (each, a "Subservicer") pursuant to a subservicing agreement (each, a "Subservicing Agreement"); provided that such subservicing arrangement and the terms of the related Subservicing Agreement must provide for the servicing on behalf of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunderMaster Servicer or Special Servicer. Notwithstanding the provisions of any Subservicing Agreementsubservicing agreement, any of the provisions herein of this Agreement relating to agreements or arrangements between the Master either Servicer or and a Subservicer subservicer or reference to actions taken through the Master Servicer such Persons or otherwise, the Master such Servicer shall remain obligated and liable to the DepositorTrustee, the Trust, the Trustee Fiscal Agent and the Certificateholders for the servicing and administration administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements subservicing agreements or arrangements arrangements, or by virtue of indemnification from the Subservicer a subservicer, and to the same extent and under the same terms and conditions as if the Master such Servicer alone were servicing and administering the Mortgage Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a Subservicer has received such payment. The Master Each Servicer shall be entitled to enter into an any agreement with a Subservicer to provide for the delivery of reports and subservicer for indemnification of the Master such Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every Any subservicing agreement that may be entered into and any other transactions or servicing arrangements relating to the Mortgage Loans involving a subservicer shall be deemed to be between the subservicer and the related Servicer, and none of the Trustee, the Fiscal Agent the Certificateholders nor the Depositor shall be deemed parties thereto and none of such Persons shall have claims or rights (except as specified below), nor obligations, duties or liabilities with respect to the subservicer; provided, -------- that the Trustee and the Certificateholders may rely upon the representations and warranties of the subservicer contained therein and each of the Trustee and the Depositor shall be a third party beneficiary of the covenants and other provisions setting forth obligations of the subservicer therein. If the Trustee or any successor Servicer assumes the obligations of the Master Servicer or the Special Servicer, as applicable, in accordance with this Agreement, the Trustee or such successor Servicer may, at its option, (i) terminate any subservicing agreement entered into by the Master Servicer shall contain a provision giving or Special Servicer pursuant to this Section 3.13 or (ii) succeed to all of the rights and obligations of the Master Servicer or Special Servicer under any subservicing agreement, and any such subservicing agreement shall provide such right of termination or succession to the option to Trustee or such successor Servicer. Notwithstanding the foregoing, neither the Trustee nor a successor Servicer may terminate any such agreement and at the Master Servicer's optionsubservicing agreement, service unless otherwise permitted thereunder, unless it shall have been determined that the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant subservicer is not acceptable to the applicable Subservicing Agreement by a Rating Agencies or the Depositor. In such event, the Trustee or such successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing Servicer shall be deemed to have assumed all of the sole expense interest of the Master Servicer, without Servicer or Special Servicer therein (but not any right to reimbursement from liabilities or obligations in respect of acts or omissions of the Master Servicer Collection Account or Special Servicer prior to such deemed assumption) and to have replaced the Master Servicer or the Distribution AccountSpecial Servicer, as applicable, as a party to such subservicing agreement to the same extent as if such subservicing agreement had been assigned to the Trustee or such successor Servicer, except that the Master Servicer or the Special Servicer shall not thereby be relieved of any liability or obligations under such subservicing agreement that accrued prior to the assumption of duties hereunder by the Trustee or such successor Servicer. No subservicer may modify the terms of a Mortgage Loan or initiate foreclosure proceedings with respect to any Mortgaged Property without the approval of the Special Servicer. In the event that the Trustee as or any successor master servicer terminates a Subservicing Agreement, Servicer assumes the Trustee is entitled to be reimbursed for any costs and expenses it may incur relating to such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent obligations of the Master Servicer with or the same force and effect Special Servicer, as if performed directly by applicable, upon request of the Trustee or such successor Servicer, the Master Servicer. (b) The Master Servicer shall be deemed or Special Servicer shall, at its own expense, promptly deliver to have received the Trustee or such successor Servicer all documents and records relating to any collections, recoveries or payments with respect to subservicing agreement and the Mortgage Loans that are received by a Subservicer regardless then being serviced thereunder, and the Servicer will otherwise use its best efforts to effect the orderly and efficient transfer of whether such payments are remitted by the Subservicer any subservicing agreement to the Master Trustee or such successor Servicer.

Subservicing. (a) The Master Servicer may arrange enter into Subservicing Agreements for any servicing and administration of Home Loans with any institution that is an Eligible Servicer and in compliance with the subservicing laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement. The Servicer shall give prior written notice to the Issuer and the Indenture Trustee of the appointment of any Mortgage Loan Subservicer. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and to either service the related Home Loans directly or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. In the event of termination of any Subservicer, and unless a successor Subservicer has otherwise been appointed, all servicing obligations of such Subservicer shall be assumed simultaneously by a subservicer (eachthe Servicer without any additional act or deed on the part of such Subservicer or the Servicer, a "Subservicer") pursuant and the Servicer shall service directly the related Home Loans. Each Subservicing Agreement shall include the provision that such agreement may be immediately terminated by the Indenture Trustee in the event that the Servicer shall, for any reason, no longer be the Servicer. In no event shall any Subservicing Agreement require the Indenture Trustee, as Successor Servicer, for any reason whatsoever to pay compensation to a subservicing agreement Subservicer in order to terminate such Subservicer. (each, a "Subservicing Agreement"); provided that such subservicing arrangement and the terms of the related Subservicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. b) Notwithstanding the provisions of any Subservicing Agreement, any of the provisions herein of this Agreement relating to agreements or arrangements between the Master Servicer or and a Subservicer or reference to actions taken through the Master Servicer a Subservicer or otherwise, the Master Servicer shall remain obligated and primarily liable to the Depositor, the Trust, the Indenture Trustee and the Certificateholders Securityholders for the servicing and administration of the Mortgage Home Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Home Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment payments on a Mortgage Loan Home Loans when the Subservicer has actually received such payments and, unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Servicer in servicing the Home Loans include actions taken or to be taken by a Subservicer has received such paymenton behalf of the Servicer. The Master Servicer shall be entitled to enter into an any agreement with a Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by the Master Servicer shall contain a provision giving the Master Servicer the option to terminate such agreement and at the Master Servicer's option, service the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. . (c) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Default), the successor Servicer, on behalf of the Issuer, the Indenture Trustee and the Securityholders pursuant to Section 4.07 hereof, shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Trustee as Servicer may have entered into, unless the successor master servicer terminates a Servicer elects to terminate any Subservicing Agreement, the Trustee is entitled to be reimbursed for any costs and expenses it may incur relating to such termination and transfer of servicing Agreement in accordance with Section 9.05 hereofits terms. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer. (b) The Master successor Servicer shall be deemed to have received assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any collectionsliability or obligations under the Subservicing Agreements which accrued prior to the transfer of servicing to the successor Servicer. The Servicer, recoveries at its expense and without right of reimbursement therefor, shall, upon request of the successor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Home Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (d) As part of its servicing activities hereunder, the Servicer for the benefit, of the Issuer, the Indenture Trustee and the Securityholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Servicer, in its good faith business judgment, would require were it the owner of the related Home Loans. The Servicer shall pay the costs of such enforcement at its own expense and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, if any, that such recovery exceeds all amounts due in respect of the related Home Loan or payments (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against which such enforcement is directed. (e) Any Subservicing Agreement that may be entered into and any other transactions or services relating to the Home Loans involving a Subservicer shall be deemed to be between the Subservicer and the Servicer alone and none of the Issuer, the Indenture Trustee or the Securityholders shall be deemed parties thereto or shall have any claims, rights, obligations, duties or liabilities with respect to the Mortgage Loans that are received by a Subservicer regardless in its capacity as such except as set forth in subsection (c) of whether such payments are remitted by the Subservicer to the Master Servicerthis Section 4.06.

Subservicing. (a) The Master Servicer may arrange for Notwithstanding anything to the subservicing contrary contained in this Agreement, if the Mortgage Loans are subserviced in accordance with the PHH Reconstitution Agreement and/or the Shellpoint Subservicing Agreement, by PHH and Shellpoint, respectively, the parties hereto agree that the Servicing Administrator shall be deemed to have complied with the provisions of Subsections 11.01 through 11.13, 11.15 through 11.19, 11.21, 11.22, 11.25 and 11.26, except to the extent such provisions relate to P&I Advances, Servicing Advances or Compensating Interest. For the avoidance of doubt, to the extent any Mortgage Loan is no longer subserviced by a subservicer (each, a "Subservicer") pursuant to a subservicing agreement (each, a "either the PHH Reconstitution Agreement or the Shellpoint Subservicing Agreement"); provided that such subservicing arrangement and , the terms provisions of the related Subservicing Agreement must provide for the servicing of this paragraph shall no longer apply in connection with such Mortgage Loans in a manner consistent with unless otherwise agreed to by the servicing arrangements contemplated hereunder. Notwithstanding the provisions of any Subservicing Agreement, any securitization trust of the provisions herein relating to agreements or arrangements between Subsequent Transaction and the Master Servicer or a Subservicer or reference to actions taken through the Master Servicer or otherwiseServicing Administrator. In addition, the Master Servicer shall remain obligated and liable notwithstanding anything to the Depositorcontrary contained herein, for purposes of such Subsections, all references to the TrustServicing Administrator shall be deemed to be references to the Servicing Administrator or to the Servicing Administrator acting through one or more of its Subservicers, the Trustee as applicable. The Servicing Administrator, as an independent contractor, shall service and the Certificateholders for the servicing and administration of administer the Mortgage Loans in accordance with this Agreement and Customary Servicing Procedures and the provisions terms of the Mortgage Notes and Mortgages, and shall have full power and authority, acting alone or through Subservicers or agents, to do or cause to be done any and all things in connection with such servicing and administration which the Servicing Administrator may deem necessary or desirable and consistent with the terms of this Agreement. The Servicing Administrator may perform its servicing responsibilities through agents or independent contractors, but shall not thereby be released from any of its responsibilities hereunder. Notwithstanding anything to the contrary, the Servicing Administrator may delegate any of its duties under this Agreement to one or more of its affiliates without diminution regard to any of such obligation or liability the requirements of this section; provided, however, that the Servicing Administrator shall not be released from any of its responsibilities hereunder by virtue of such Subservicing Agreements delegation. The Mortgage Loans may be subserviced by one or arrangements more unaffiliated Subservicers on behalf of the Servicing Administrator in accordance with the servicing provisions of this Agreement, provided that each Subservicer is a Xxxxxx Xxx approved seller/servicer or a Xxxxxxx Mac approved seller/servicer in good standing, and no event has occurred, including but not limited to a change in insurance coverage, that would make it unable to comply with the eligibility for seller/servicers imposed by virtue Xxxxxx Xxx or Xxxxxxx Mac, or which would require notification to Xxxxxx Mae or Xxxxxxx Mac. The Servicing Administrator shall pay all fees and expenses of indemnification from the Subservicer and from its own funds (provided that any such expenditures that would constitute Servicing Advances if made by the Servicing Administrator hereunder shall be reimbursable to the same extent Servicing Administrator as Servicing Advances), and under the same terms Subservicer’s fee shall not exceed the Servicing Fee. The Servicing Administrator shall provide prompt notice to the Purchaser and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or Servicing Administrator’s engagement of any other party to pay such Subservicer's fees . (b) At the cost and expenses. For purposes expense of remittance to the Trustee pursuant to this AgreementServicing Administrator, without any right of reimbursement from the Custodial Account, the Master Servicer Servicing Administrator shall be entitled to terminate the rights and responsibilities of a Subservicer and arrange for any servicing responsibilities to be performed by a successor Subservicer meeting the requirements in the preceding paragraph; provided, however, that nothing contained herein shall be deemed to have received a payment on a prevent or prohibit the Servicing Administrator, at the Servicing Administrator’s option, from electing to service the related Mortgage Loan when a Loans itself. If the Servicing Administrator’s responsibilities and duties under this Agreement are terminated and if requested to do so by the Purchaser or its designee, the Servicing Administrator shall at its own cost and expense terminate the rights and responsibilities of the Subservicer has received such paymentas soon as is reasonably possible. The Master Servicer Servicing Administrator shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of the Subservicer from the Servicing Administrator’s own funds without reimbursement from the Purchaser. (c) The Servicing Administrator shall be entitled to enter into an agreement with a the Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer Servicing Administrator by such Subservicer, the Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every . (d) Any subservicing agreement entered into and any other transactions or services relating to the Mortgage Loans involving the Subservicer shall be deemed to be between the Subservicer and Servicing Administrator alone, and the Purchaser shall have no obligations, duties or liabilities with respect to the Subservicer including no obligation, duty or liability of Purchaser to pay the Subservicer’s fees and expenses. For purposes of distributions and advances by the Master Servicer shall contain a provision giving the Master Servicer the option to terminate such agreement and at the Master Servicer's option, service the related Mortgage Loans itself Servicing Administrator pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. In the event that the Trustee as successor master servicer terminates a Subservicing Agreement, the Trustee is entitled to be reimbursed for any costs and expenses it may incur relating to such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer. (b) The Master Servicer Servicing Administrator shall be deemed to have received a payment on a Mortgage Loan when the Subservicer has received such payment. (e) Consistent with the terms of this Agreement, the Servicing Administrator may waive, modify or vary any collectionsterm of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Servicing Administrator’s reasonable and prudent determination such waiver, recoveries modification, postponement or payments indulgence is not materially adverse to the Purchaser; provided, however, that (unless the Mortgagor is in default with respect to the Mortgage Loans Loan, or such default is, in the judgment of the Servicing Administrator, reasonably foreseeable, and the Servicing Administrator has the consent of the Purchaser or its designee) the Servicing Administrator shall not enter into any payment plan or agreement to modify payments with a Mortgagor lasting more than six (6) months or permit any modification with respect to any Mortgage Loan that are received would change the Mortgage Interest Rate, the Lifetime Rate Cap, the Initial Rate Cap, the Periodic Rate Cap or the Gross Margin, defer or forgive the payment of any principal or interest, change the outstanding principal amount (except for actual payments of principal), make any future advances or extend the final maturity date, as the case may be, with respect to such Mortgage Loan or subordinate the priority of the lien of the Mortgage Loan; provided, further, that if the Mortgage Loan is held by a Subservicer regardless REMIC, unless such Mortgage Loan is in default or default with respect thereto is reasonably foreseeable, the Servicing Administrator shall not permit any modification of whether such payments are remitted Mortgage Loan that would constitute a significant modification within the meaning of the REMIC provisions of the Code. Notwithstanding the foregoing, for any waiver, modification, postponement or indulgence required to be made under HAMP, the Servicemembers Civil Relief Act or any other government program, the Servicing Administrator shall not require the consent of the Purchaser to grant such modification, but shall notify the Purchaser of such modification in writing. (f) The Seller shall forward to the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with this Agreement within two weeks of their execution; provided, however, that the Seller shall provide the Custodian with a certified true copy of any such document submitted for recordation within two weeks of its execution, and shall provide the original of any document certified by the Subservicer appropriate public recording office to be a true and complete copy of the original within one hundred and eighty (180) days of its submission for recordation. (g) The Servicing Administrator shall notify the Purchaser or its designee of its intention to institute any foreclosure proceeding no less than ten (10) days prior to initiating such proceeding. Prior to accepting a deed-in-lieu of foreclosure or a partial release of any of the Mortgaged Property subject to the Master Servicerlien of the Mortgage Property, the Servicing Administrator shall email Purchaser or its designee at an email address provided by the Purchaser and obtain the Purchaser’s or its designee’s written consent to such Servicing Administrator’s acceptance. In connection with any foreclosure sale, the Servicing Administrator shall consult with the Purchaser or its designee with regard to a bid price for the related Mortgaged Property and shall set such bid price in accordance with the Purchaser’s or its designee’s instructions. The Servicing Administrator shall make all required Servicing Advances and shall service and administer the Mortgage Loans in accordance with Applicable Law and shall provide to the Mortgagors any reports required to be provided to them thereby; provided that the Servicing Administrator shall obtain the prior written consent of the Purchaser or its designee prior to making any Servicing Advance of $5,000 or more. The Purchaser or its designee shall furnish to the Servicing Administrator any powers of attorney and other documents reasonably necessary or appropriate to enable the Servicing Administrator to carry out its servicing and administrative duties under this Agreement. (h) Notwithstanding anything to the contrary contained herein, in connection with a foreclosure or acceptance of a deed-in-lieu of foreclosure, if the Servicing Administrator has reasonable cause to believe that a Mortgaged Property is contaminated by hazardous or toxic substances or wastes, or if the Purchaser or its designee otherwise requests an environmental inspection or review of such Mortgaged Property, such an inspection or review is to be conducted by a qualified inspector at the Purchaser’s expense. Upon completion of the inspection, the Servicing Administrator shall promptly provide the Purchaser or its designee with a written report of the environmental inspection. After reviewing the inspection, the Purchaser or its designee shall determine how the Servicing Administrator shall proceed with respect to the Mortgaged Property.

Subservicing. (a) The Master Servicer or Special Servicer, as the case may arrange for the subservicing be, may delegate any of any Mortgage Loan by a subservicer (each, a "Subservicer") pursuant its obligations hereunder to a sub-servicer (so long as such Person is a Qualified Servicer); provided, however, that the Servicer or Special Servicer, as the case may be, shall provide oversight and supervision with regard to the performance of all subcontracted services and (i) any subservicing agreement (each, a "Subservicing Agreement"); provided that such subservicing arrangement and the terms of the related Subservicing Agreement must provide for the servicing of such Mortgage Loans in a manner shall be consistent with the servicing arrangements contemplated hereunder. Notwithstanding the provisions of any Subservicing Agreement, any of the provisions herein relating and subject to agreements or arrangements between the Master Servicer or a Subservicer or reference to actions taken through the Master Servicer or otherwise, the Master Servicer shall remain obligated and liable to the Depositor, the Trust, the Trustee and the Certificateholders for the servicing and administration of the Mortgage Loans in accordance with the provisions of this Agreement and (ii) no sub-servicer retained shall foreclose on the Mortgage Loan or grant any modification, waiver, or amendment to the Asset Documents without diminution the approval of the Servicer or the Special Servicer, as the case may be. Neither the existence of any subservicing agreement nor any of the provisions of this Agreement relating to subservicing shall relieve the Servicer or Special Servicer, as the case may be, of its obligations to the Issuer hereunder. Notwithstanding any such obligation subservicing agreement, the Servicer or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from Special Servicer, as the Subservicer and case may be, shall be obligated to the same extent and under the same terms and conditions as if the Master Servicer or the Special Servicer, as the case may be, alone were was servicing the related Mortgage Loans in accordance with the terms of this Agreement. The Servicer or Special Servicer, as the case may be, shall be solely liable for all fees owed by it to any subservicer, regardless of whether the compensation hereunder of the Servicer or Special Servicer, as the case may be, is sufficient to pay such fees. The Servicer and administering the Special Servicer shall be permitted to provide a copy of this Agreement, the Indenture and the Mortgage Asset Purchase Agreement to any sub-servicer retained by the Servicer or the Special Servicer, as applicable. (b) Each sub-servicer shall be (i) authorized to transact business in the applicable state(s), if, and to the extent, required by applicable law to enable the sub-servicer to perform its obligations hereunder and under the applicable sub-servicing agreement, and (ii) qualified to service investments comparable to the Mortgage Loans. (c) Any sub-servicing agreement entered into by the Servicer or Special Servicer, and neither as the case may, be shall provide that it may be assumed or, other than the Sub-Servicing Agreement, terminated by (i) the Servicer or the Special Servicer, as the case may be, (ii) the Trustee, if the Trustee nor has assumed the duties of the Servicer or Special Servicer, as the case may be, or if the Servicer or Special Servicer, as the case may be, is otherwise terminated pursuant to the terms of this Agreement, or (iii) a successor servicer if such successor servicer has assumed the duties of the Servicer or Special Servicer, as the case may be, in each case without cause and without cost or obligation to the Trustee, the successor servicer or the successor special servicer. In no event shall the Trustee be responsible for the payment of any termination fee in connection with any sub-servicing agreement entered into by the Servicer or Special Servicer or any successor servicer. In no event shall any sub-servicing agreement give a sub-servicer direct rights against the assets of the Issuer. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a sub-servicer shall be deemed to be between the sub-servicer and the Servicer or Special Servicer, as the case may be, alone and the Trustee shall not be deemed a party thereto and shall have any no claims, rights, obligations, duties or liabilities with respect to such Subservicerany sub-servicer except as set forth in Section 2.01(c) and Section 6.02. The Trustee shall not be (a) liable for any acts or omissions of any Servicer, including (b) obligated to make any obligationServicing Advance, duty or liability (c) responsible for expenses of the Trustee Servicer or the Special Servicer, (d) liable for any amount necessary to induce any successor servicer to act as successor servicer or any successor special servicer to act as special servicer hereunder. (d) Notwithstanding any contrary provisions of the foregoing subsections of this Section 2.02, the appointment by the Servicer or the Special Servicer of one or more third-party contractors for the purpose of performing discrete, ministerial functions shall not constitute the appointment of sub-servicers and shall not be subject to the provisions of this Section 2.02; provided, that (a) the Servicer or the Special Servicer, as the case may be, shall remain responsible for the actions of such third-party contractors as if it were alone performing such functions and shall pay all fees and expenses of such third-party contractors; and (b) such appointment imposes no additional duty on any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, any successor hereunder to the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a Subservicer has received such payment. The Master Servicer shall be entitled to enter into an agreement with a Subservicer to provide for or the delivery of reports and for indemnification of Special Servicer, as the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing case may be. (e) Each sub-servicing agreement entered into by the Master Servicer shall contain provide that, prior to a provision giving Control Termination Event with respect to a Mortgage Asset, the Master Servicer the option related Directing Holder shall be entitled to terminate the rights and obligations of the sub-servicer under such sub-servicing agreement and at the Master Servicer's optionwith respect to such Mortgage Asset, service the related Mortgage Loans itself pursuant to this Agreement with or arrange for any servicing responsibilities to be performed pursuant without cause, upon ten (10) Business Days’ notice to the applicable Subservicing Agreement by Issuer, the Special Servicer, the Servicer, the Operating Advisor, the Note Administrator and the Trustee, and replace such sub-servicer with a successor Subservicer. Any sub-servicer that is a Qualified Servicer, subject to the consent of the Servicer with respect to such replacement sub-servicer, which consent shall not be unreasonably withheld, conditioned or delayed; provided that (a) all applicable costs and expenses relating to (including, without limitation, cost and expenses of the Servicer) of any such termination and transfer of servicing made by the related Directing Holder shall be the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. In the event that the Trustee as successor master servicer terminates a Subservicing Agreement, the Trustee is entitled to be reimbursed for any costs paid by such Directing Holder and expenses it may incur relating to such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer. (b) The Master Servicer shall be deemed all applicable accrued and unpaid Servicing Fees, Additional Servicing Compensation and Servicing Expenses owed to have received any collections, recoveries or payments with respect to the Mortgage Loans that such sub-servicer are received by a Subservicer regardless of whether such payments are remitted by the Subservicer to the Master Servicerpaid in full.

Subservicing. (a) The Master Servicer may arrange may, with the prior written consent of the Note Insurer and the Indenture Trustee, enter into Subservicing Agreements for any servicing and administration of Home Loans with any institution which is in compliance with the subservicing laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and is an Eligible Servicer. The Servicer shall give prior written notice to the Issuer, the Indenture Trustee, the Note Insurer and the Arranger of the appointment of any Mortgage Loan by a subservicer (each, a "Subservicer") pursuant . The Servicer shall be entitled to a subservicing agreement (each, a "terminate any Subservicing Agreement"); provided that such subservicing arrangement and Agreement in accordance with the terms and conditions of such Subservicing Agreement and to either directly service the related Home Loans or enter into a Subservicing Agreement must provide for the servicing of such Mortgage Loans in with a manner consistent with the servicing arrangements contemplated successor subservicer which qualifies hereunder. . (b) Notwithstanding the provisions of any Subservicing Agreement, any of the provisions herein of this Agreement relating to agreements or arrangements between the Master Servicer or and a Subservicer or reference to actions taken through the Master Servicer a Subservicer or otherwise, the Master Servicer shall remain obligated and primarily liable to the DepositorIssuer, the TrustIndenture Trustee, the Trustee Note Insurer and the Certificateholders Noteholders for the servicing and administration administering of the Mortgage Home Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Home Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment payments on a Mortgage Loan Home Loans when the Subservicer has actually received such payments and, unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Servicer in servicing the Home Loans include actions taken or to be taken by a Subservicer has received such paymenton behalf of the Servicer. The Master Servicer shall be entitled to enter into an any agreement with a Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by the Master Servicer shall contain a provision giving the Master Servicer the option to terminate such agreement and at the Master Servicer's option, service the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. . (c) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Default), the successor Servicer, on behalf of the Issuer, the Indenture Trustee, the Note Insurer and the Noteholders pursuant to Section 4.08, shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Trustee as Servicer may have entered into, unless the successor master servicer terminates a Servicer elects to terminate any Subservicing Agreement, the Trustee is entitled to be reimbursed for any costs and expenses it may incur relating to such termination and transfer of servicing Agreement in accordance with Section 9.05 hereofits terms. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer. (b) The Master successor Servicer shall be deemed to have received assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any collectionsliability or obligations under the Subservicing Agreements. The Servicer at its expense and without right of reimbursement therefor, recoveries shall, upon request of the successor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Home Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (d) As part of its servicing activities hereunder, the Servicer, for the benefit of the Issuer, the Indenture Trustee, the Note Insurer and the Noteholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Servicer, in its good faith business judgment, would require were it the owner of the related Home Loans. The Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, if any, that such recovery exceeds all amounts due in respect of the related Home Loan or payments (ii) from a specific recovery of costs, expenses or attorneys fees against the party against whom such enforcement is directed. (e) Any Subservicing Agreement that may be entered into and any other transactions or services relating to the Home Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone and none of the Issuer, the Indenture Trustee, the Noteholders or the Note Insurer shall be deemed parties thereto or shall have any claims, rights, obligations, duties or liabilities with respect to the Mortgage Loans that are received by a Subservicer regardless of whether in its capacity as such payments are remitted by the Subservicer to the Master Servicerexcept as set forth in Section 4.07(c) above.

Subservicing. (a) The Master Servicer may arrange enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which is in compliance with the subservicing laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and is an Eligible Servicer. The Servicer shall give prior written notice to the Issuer and the Indenture Trustee of the appointment of any Subservicer. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and to either directly service the related Mortgage Loan Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. In the event of termination of any Subservicer, and unless a successor Subservicer has otherwise been appointed, all servicing obligations of such Subservicer shall be assumed simultaneously by a subservicer (eachthe Servicer without any additional act or deed on the part of such Subservicer or the Servicer, a "Subservicer") pursuant and the Servicer shall directly service the related Mortgage Loans. Each Subservicing Agreement shall include the provision that such agreement may be immediately terminated by the Indenture Trustee in the event that the Servicer shall, for any reason, no longer be the Servicer. In no event shall any Subservicing Agreement require the Indenture Trustee, as Successor Servicer, for any reason whatsoever, to pay compensation to a subservicing agreement Subservicer in order to terminate such Subservicer. (each, a "Subservicing Agreement"); provided that such subservicing arrangement and the terms of the related Subservicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. b) Notwithstanding the provisions of any Subservicing Agreement, any of the provisions herein of this Agreement relating to agreements or arrangements between the Master Servicer or and a Subservicer Subservicer, or reference to actions taken through the Master Servicer a Subservicer or otherwise, the Master Servicer shall remain obligated and primarily liable to the DepositorIssuer, the Trust, the Indenture Trustee and the Certificateholders Securityholders for the servicing and administration of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment payments on a Mortgage Loan Loans when a the Subservicer has actually received such payment. The Master Servicer shall be entitled to enter into an agreement with a Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by the Master Servicer shall contain a provision giving the Master Servicer the option to terminate such agreement and at the Master Servicer's option, service the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. In the event that the Trustee as successor master servicer terminates a Subservicing Agreement, the Trustee is entitled to be reimbursed for any costs and expenses it may incur relating to such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer. (b) The Master Servicer shall be deemed to have received any collections, recoveries or payments with respect to the Mortgage Loans that are received by a Subservicer regardless of whether such payments are remitted by the Subservicer to the Master Servicer.and,

Subservicing. (ai) The Master Servicer may arrange Upon payment of the Purchase Price, Purchaser shall own the servicing rights related to the Purchased Mortgage Loans including the Mortgage File related to such Purchased Mortgage Loans. Seller and Purchaser each agrees and acknowledges that the Mortgage Loans sold hereunder shall be sold to Purchaser on a servicing released basis, and that Purchaser is engaging and hereby does engage Seller to provide subservicing of each such Mortgage Loan for the subservicing benefit of any Mortgage Loan by a subservicer (each, a "Subservicer") pursuant to a subservicing agreement (each, a "Subservicing Agreement")Purchaser; provided that such subservicing arrangement and with respect to one or more Purchased Mortgage Loans, Cenlar FSB may subservice the terms of the related Subservicing Agreement must provide Mortgage Loans for the servicing benefit of Purchaser. (ii) So long as a Purchased Mortgage Loan is outstanding, Seller shall neither assign, encumber or pledge its obligation to subservice such Mortgage Loans in whole or in part, nor delegate its rights or duties under this Agreement (to other than a manner consistent subservicer) without the prior written consent of Purchaser, the granting of which consent shall be in the sole discretion of Purchaser. Seller hereby acknowledges and agrees that (i) Purchaser is entering into this Agreement in reliance upon Seller’s representations as to the adequacy of its financial standing, servicing facilities, personnel, records, procedures, reputation and integrity, and the continuance thereof; and (ii) Seller’s engagement hereunder to provide mortgage servicing for the benefit of Purchaser is intended by the parties to be a “personal service contract” and Seller is hereunder intended by the parties to be an “independent contractor”. (iii) Servicer shall subservice and administer the Mortgage Loans it is subservicing on behalf of Purchaser in accordance with Accepted Servicing Practices. Servicer shall have no right to modify or alter the terms of any such Mortgage Loan or consent to the modification or alteration of the terms of any such Mortgage Loan except in Strict Compliance with the servicing arrangements contemplated hereunderrelated Agency Program. Notwithstanding the provisions of any Subservicing Agreement, any of the provisions herein relating to agreements or arrangements between the Master Servicer or a Subservicer or reference to actions taken through the Master Servicer or otherwise, the Master Servicer shall remain obligated at all times maintain accurate and liable to the Depositor, the Trust, the Trustee and the Certificateholders for the complete records of its servicing and administration of the Mortgage Loans in accordance with the provisions it is subservicing on behalf of this Agreement without diminution Purchaser, and Agent may, at any time during Servicer’s business hours on reasonable notice, examine and make copies of such obligation or liability by virtue Servicing Records. Seller agrees that Purchaser is the 100% beneficial owner of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and all Servicing Records relating to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans, and neither the Trustee nor any other party shall have any obligations, duties . Seller covenants to hold or liabilities with respect cause to be held such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a Subservicer has received such payment. The Master Servicer shall be entitled to enter into an agreement with a Subservicer to provide Servicing Records for the delivery benefit of reports Purchaser and for indemnification to safeguard such Servicing Records and to deliver them promptly to Agent or its designee (including the Custodian) at Agent’s request or otherwise as required by operation of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by the Master Servicer shall contain a provision giving the Master Servicer the option to terminate such agreement and at the Master Servicer's option, service the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. In the event that the Trustee as successor master servicer terminates a Subservicing Agreement, the Trustee is entitled to be reimbursed for any costs and expenses it may incur relating to such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer17. (b) The Master Servicer shall be deemed to have received any collections, recoveries or payments with respect to the Mortgage Loans that are received by a Subservicer regardless of whether such payments are remitted by the Subservicer to the Master Servicer.

Subservicing. (ai) The Master Servicer may arrange Upon payment of the Initial Purchase Price, Purchaser shall own the servicing rightsServicing Rights related to the Purchased Mortgage Loans including the Mortgage File related to such Purchased Mortgage Loans. Seller and Purchaser each agrees and acknowledges that the Mortgage Loans sold hereunder shall be sold to Purchaser on a servicing released basis, and that Purchaser is engaging and hereby does engage Seller to provide subservicing of each such Mortgage Loan for the subservicing benefit of any Mortgage Loan by a subservicer (each, a "Subservicer") pursuant to a subservicing agreement (each, a "Subservicing Agreement")Purchaser; provided that such subservicing arrangement and with respect to one or more Purchased Mortgage Loans, Cenlar FSB may subservice the terms of the related Subservicing Agreement must provide Mortgage Loans for the servicing benefit of Purchaser.61 (ii) So long as a Purchased Mortgage Loan is outstanding, Seller shall neither assign, encumber or pledge its obligation to subservice such Mortgage Loans in whole or in part, nor delegate its rights or duties under this Agreement (to other than a manner consistent subservicer) without the prior written consent of Purchaser, the granting of which consent shall be in the sole discretion of Purchaser. Seller hereby acknowledges and agrees that (i) Purchaser is entering into this Agreement in reliance upon Seller’s representations as to the adequacy of its financial standing, servicing facilities, personnel, records, procedures, reputation and integrity, and the continuance thereof; and (ii) Seller’s engagement hereunder to provide mortgage servicing for the benefit of Purchaser is intended by the parties to be a “personal service contract” and Seller is hereunder intended by the parties to be an “independent contractor”. (iii) Servicer shall subservice and administer the Mortgage Loans it is subservicing on behalf of Purchaser in accordance with Accepted Servicing Practices. Servicer shall have no right to modify or alter the terms of any such Mortgage Loan or consent to the modification or alteration of the terms of any such Mortgage Loan except in Strict Compliance with the servicing arrangements contemplated hereunderrelated Agency Program. Notwithstanding the provisions of any Subservicing Agreement, any of the provisions herein relating to agreements or arrangements between the Master Servicer or a Subservicer or reference to actions taken through the Master Servicer or otherwise, the Master Servicer shall remain obligated at all times maintain accurate and liable to the Depositor, the Trust, the Trustee and the Certificateholders for the complete records of its servicing and administration of the Mortgage Loans in accordance with the provisions it is subservicing on behalf of this Agreement without diminution Purchaser, and Agent may, at any time during Servicer’s business hours on reasonable notice, examine and make copies of such obligation or liability by virtue Servicing Records. Seller agrees that Purchaser is the 100% beneficial owner of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and all Servicing Records relating to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans, and neither the Trustee nor any other party shall have any obligations, duties . Seller covenants to hold or liabilities with respect cause to be held such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a Subservicer has received such payment. The Master Servicer shall be entitled to enter into an agreement with a Subservicer to provide Servicing Records for the delivery benefit of reports Purchaser and for indemnification to safeguard such Servicing 61 Section 17(a)(i) was amended by Amendment No. 1, dated as of September 24, Records and to deliver them promptly to Agent or its designee (including the Master Servicer Custodian) at Agent’s request or otherwise as required by such Subservicer, and nothing contained in operation of this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by the Master Servicer shall contain a provision giving the Master Servicer the option to terminate such agreement and at the Master Servicer's option, service the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. In the event that the Trustee as successor master servicer terminates a Subservicing Agreement, the Trustee is entitled to be reimbursed for any costs and expenses it may incur relating to such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer17. (b) The Master Servicer shall be deemed to have received any collections, recoveries or payments with respect to the Mortgage Loans that are received by a Subservicer regardless of whether such payments are remitted by the Subservicer to the Master Servicer.

Subservicing. (a) The Master Servicer may arrange may, with the prior written consent of the Majority Noteholders, which consent shall not be unreasonably withheld, enter into Subservicing Agreements for any servicing and administration of Loans with any institution that is an Eligible Servicer and in compliance with the subservicing laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement. The Servicer shall give prior written notice to the Issuer and the Indenture Trustee of the appointment of any Mortgage Loan by Subservicer. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and to either service the related Loans directly or enter into a Subservicing Agreement with a successor subservicer (each, a "Subservicer") pursuant which qualifies hereunder. In the event that the Majority Noteholders fail to respond to a subservicing agreement (eachrequest by the Servicer for consent to enter into a Subservicing Agreement within three Business Days after receipt of such request, the requested consent shall be deemed to have been granted. In the event of termination of any Subservicer, and unless a "successor Subservicer has otherwise been appointed, all servicing obligations of such Subservicer shall be assumed simultaneously by the Servicer without any additional act or deed on the part of such Subservicer or the Servicer, and the Servicer shall service directly the related Loans. Each Subservicing Agreement"); provided Agreement shall include the provision that such subservicing arrangement and agreement may be immediately terminated by the terms of Indenture Trustee in the related event that the Servicer shall, for any reason, no longer be the Servicer. In no event shall any Subservicing Agreement must provide require the Indenture Trustee, as successor Servicer, for the servicing of any reason whatsoever to pay compensation to a Subservicer in order to terminate such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Subservicer. (b) Notwithstanding the provisions of any Subservicing Agreement, any of the provisions herein of this Agreement relating to agreements or arrangements between the Master Servicer or and a Subservicer or reference to actions taken through the Master Servicer a Subservicer or otherwise, the Master Servicer shall remain obligated and primarily liable to the DepositorIssuer, the Trust, the Indenture Trustee and the Certificateholders Securityholders for the servicing and administration of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment payments on a Mortgage Loan Loans when the Subservicer has actually received such payments and, unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Servicer in servicing the Loans include actions taken or to be taken by a Subservicer has received such paymenton behalf of the Servicer. The Master Servicer shall be entitled to enter into an any agreement with a Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by . (c) In the Master event the Servicer shall contain a provision giving for any reason no longer be the Master Servicer (including by reason of an Event of Default with respect to the option Servicer), the successor Servicer, on behalf of the Issuer, the Indenture Trustee and the Securityholders pursuant to SECTION 4.07 hereof, shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the successor Servicer elects to terminate such agreement and at any Subservicing Agreement in accordance with its terms. The successor Servicer shall be deemed to have assumed all of the Master Servicer's option, service interest therein and to have replaced the related Mortgage Loans itself pursuant Servicer as a party to this each Subservicing Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable same extent as if the Subservicing Agreement by a successor Subservicer. Any costs and expenses relating Agreements had been assigned to such termination and the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements which accrued prior to the transfer of servicing to the successor Servicer. The Servicer, at its expense and without right of reimbursement therefor, shall, upon request of the successor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (d) As part of its servicing activities hereunder, the Servicer, for the benefit of the Issuer, the Indenture Trustee and the Securityholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the sole expense Servicer, in its good faith business judgment, would require were it the owner of the Master Servicerrelated Loans. The Servicer shall pay the costs of such enforcement at its own expense and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, without if any, that such recovery exceeds all amounts due in respect of the related Loan or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against which such enforcement is directed. (e) Any Subservicing Agreement that may be entered into and any right other transactions or services relating to reimbursement from the Master Loans involving a Subservicer shall be deemed to be between the Subservicer and the Servicer Collection Account alone and none of the Issuer, the Indenture Trustee or the Distribution Account. Securityholders shall be deemed parties thereto or shall have any claims, rights, obligations, duties or liabilities with respect to the Subservicer in its capacity as such except as set forth in subsection (c) of this SECTION 4.06. (f) In the event that the Trustee as successor master servicer terminates those cases where a Subservicer is servicing a Loan pursuant to a Subservicing Agreement, the Trustee is entitled Subservicer will be required to establish and maintain one or more accounts (collectively, the "SUBSERVICING ACCOUNT"). The Subservicing Account shall be reimbursed for any costs an Eligible Account. The Subservicer will be required to deposit into the Subservicing Account, no later than the first Business Day after receipt, all proceeds of Loans received by the Subservicer and expenses it may incur relating to remit such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant proceeds to the related Servicer for deposit in the Collection Account not later than the Business Day following receipt thereof by the Subservicer. Notwithstanding anything in this subsection (f) to the contrary, the Subservicer shall only be able to withdraw funds from the Subservicing Agreement Account for the purpose of remitting such funds to the Servicer for deposit into the Collection Account. The Servicer shall be performed as an require the Subservicer to cause any collection agent of the Master Subservicer to send a copy to the Servicer of each statement of monthly payments collected by or on behalf of the Subservicer within five Business Days after the end of every month, and the Servicer shall compare the information provided in such reports with the same force and effect as if performed directly deposits made by the Master Servicer. (b) Subservicer into the Collection Account for the same period. The Master Servicer shall be deemed to have received any collections, recoveries or payments with respect to on the Mortgage Loans that are received by a Subservicer regardless of whether such payments are remitted by on the date on which the Subservicer to the Master Servicerhas received such payments.

Subservicing. (a) The Master Servicer Subject to the additional requirements set forth in Article 13 hereof, the Mortgage Loans may arrange for the subservicing of any Mortgage Loan be subserviced by a subservicer (eachSubservicer on behalf of the Company provided that the Subservicer is an entity that engages in the business of servicing loans, and in either case shall be authorized to transact business, and licensed to service mortgage loans, in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a "Subservicer") pursuant Xxxxxx Xxx-approved mortgage servicer in good standing, and no event has occurred, including but not limited to a subservicing agreement (eachchange in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders imposed by Xxxxxx Mae or for seller/servicers imposed by Xxxxxx Xxx, or which would require notification to Xxxxxx Mae. In addition, each Subservicer will obtain and preserve its qualifications to do business as a "Subservicing foreign corporation and its licenses to service mortgage loans, in each jurisdiction in which such qualifications and/or licenses are or shall be necessary to protect the validity and enforceability of this Agreement"); provided that such subservicing arrangement , or any of the Mortgage Loans and the terms of to perform or cause to be performed its duties under the related Subservicing Agreement must provide Agreement. The Company may perform any of its servicing responsibilities hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by the Company of the Subservicer shall not release the Company from any of its obligations hereunder and the Company shall remain responsible hereunder for all acts and omissions of the Subservicer as fully as if such acts and omissions were those of the Company. The Company shall pay all fees and expenses of the Subservicer from its own funds, and the Subservicer’s fee shall not exceed the Servicing Fee. The Company shall notify the Purchaser and the Master Servicer promptly in writing upon the appointment of any Subservicer; provided, however, that no such appointment shall become effective unless the Purchaser shall previously have consented thereto. At the cost and expense of the Company, without any right of reimbursement from the Custodial Account, the Company shall be entitled to terminate the rights and responsibilities of the Subservicer and arrange for any servicing of such responsibilities to be performed by a successor subservicer meeting the requirements in the preceding paragraph; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Company, at the Company’s option, from electing to service the related Mortgage Loans itself on behalf of the Purchaser. In the event that the Company’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.06, 8.16, 10.04, 10.07, 11.04, 21.01 or 21.03 and if requested to do so by the Purchaser, the Company shall at its own cost and expense terminate the rights and responsibilities of the Subservicer effective as of the date of termination of the Company. The Company shall pay all fees, expenses or penalties necessary in a manner consistent with order to terminate the servicing arrangements contemplated hereunderrights and responsibilities of the Subservicer from the Company’s own funds without reimbursement from the Purchaser. Notwithstanding the provisions of any Subservicing Agreement, any of the provisions herein of this Agreement relating to agreements or arrangements between the Master Servicer or a Company and the Subservicer or any reference herein to actions taken through the Master Servicer Subservicer or otherwise, the Master Servicer Company shall remain obligated and liable not be relieved of its obligations to the Depositor, the Trust, the Trustee Purchaser 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 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 the Master Servicer it alone were servicing and administering the Mortgage Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a Subservicer has received such payment. The Master Servicer Company shall be entitled to enter into an agreement with a the Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer Company by such Subservicer, the Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by The Company will indemnify and hold the Purchaser and the Master Servicer shall contain harmless from any loss, liability or expense arising out of its use of a provision giving Subservicer to perform any of its servicing duties, responsibilities and obligations hereunder. Any Subservicing Agreement and any other transactions or services relating to the Master Servicer the option to terminate such agreement and at the Master Servicer's option, service the related Mortgage Loans itself involving the Subservicer shall be deemed to be between the Subservicer and the Company alone, and the Purchaser shall have no obligations, duties or liabilities with respect to the Subservicer including no obligation, duty or liability of the Purchaser to pay the Subservicer’s fees and expenses. For purposes of distributions and advances by the Company pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. In the event that the Trustee as successor master servicer terminates a Subservicing Agreement, the Trustee is entitled to be reimbursed for any costs and expenses it may incur relating to such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer. (b) The Master Servicer Company shall be deemed to have received any collections, recoveries or payments with respect to the a payment on a Mortgage Loans that are received by a Subservicer regardless of whether such payments are remitted by Loan when the Subservicer to the Master Servicerhas received such payment.

Subservicing. (a) The Master Servicer may arrange may, with the prior written consent of the Securities Insurer and the Indenture Trustee, enter into Subservicing Agreements for any servicing and administration of Home Loans with any institution which is in compliance with the subservicing laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and is an Eligible Servicer. The Servicer shall give prior written notice to the Issuer, the Indenture Trustee and the Securities Insurer of the appointment of any Mortgage Loan by a subservicer (each, a "Subservicer") pursuant . The Servicer shall be entitled to a subservicing agreement (each, a "terminate any Subservicing Agreement"); provided that such subservicing arrangement and Agreement in accordance with the terms and conditions of such Subservicing Agreement and to either directly service the related Home Loans or enter into a Subservicing Agreement must provide for the servicing of such Mortgage Loans in with a manner consistent with the servicing arrangements contemplated successor subservicer which qualifies hereunder. . (b) Notwithstanding the provisions of any Subservicing Agreement, any of the provisions herein of this Agreement relating to agreements or arrangements between the Master Servicer or and a Subservicer or reference to actions taken through the Master Servicer a Subservicer or otherwise, the Master Servicer shall remain obligated and primarily liable to the DepositorIssuer, the TrustIndenture Trustee, the Trustee Securities Insurer and the Certificateholders Securityholders for the servicing and administration administering of the Mortgage Home Loans in accordance with the provisions of this 64 Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Home Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment payments on a Mortgage Loan Home Loans when the Subservicer has actually received such payments and, unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Servicer in servicing the Home Loans include actions taken or to be taken by a Subservicer has received such paymenton behalf of the Servicer. The Master Servicer shall be entitled to enter into an any agreement with a Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by the Master Servicer shall contain a provision giving the Master Servicer the option to terminate such agreement and at the Master Servicer's option, service the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. . (c) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Default), the successor Servicer, on behalf of the Issuer, the Indenture Trustee, the Securities Insurer and the Securityholders pursuant to Section 4.08, shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Trustee as Servicer may have entered into, unless the successor master servicer terminates a Servicer elects to terminate any Subservicing Agreement, the Trustee is entitled to be reimbursed for any costs and expenses it may incur relating to such termination and transfer of servicing Agreement in accordance with Section 9.05 hereofits terms. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer. (b) The Master successor Servicer shall be deemed to have received assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any collectionsliability or obligations under the Subservicing Agreements. The Servicer at its expense and without right of reimbursement therefor, recoveries shall, upon request of the successor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Home Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (d) As part of its servicing activities hereunder, the Servicer, for the benefit of the Issuer, the Indenture Trustee, the Securities Insurer and the Securityholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Servicer, in its good faith business judgment, would require were it the owner of the related Home Loans. The Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, if any, that such recovery exceeds all amounts due in respect of the related Home Loan or payments (ii) from a specific recovery of costs, expenses or attorneys fees against the party against whom such enforcement is directed. (e) Any Subservicing Agreement that may be entered into and any other transactions or services relating to the Home Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone and none of the Issuer, the Indenture Trustee, the Securityholders or the Securities Insurer shall be deemed parties thereto or shall have any claims, rights, obligations, duties or liabilities with respect to the Mortgage Loans that are received by a Subservicer regardless of whether in its capacity as such payments are remitted by the Subservicer to the Master Servicerexcept as set forth in Section 4.07(c) above.

Subservicing. (a) The Master Servicer may arrange enter into Subservicing Agreements for any servicing and administration of Home Loans with any institution which is in compliance with the subservicing laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and is an Eligible Servicer. The Servicer shall give prior written notice to the Trustee of the appointment of any Mortgage Loan Subservicer. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and to either directly service the related Home Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. In the event of termination of any Subservicer, and unless a successor Subservicer has otherwise been appointed, all servicing obligations of such Subservicer shall be assumed simultaneously by a subservicer (eachthe Servicer without any additional act or deed on the part of such Subservicer or the Servicer, a "Subservicer") pursuant and the Servicer shall service directly the related Home Loans. Each Sub-Servicing Agreement shall include the provision that such agreement may be immediately terminated by the Trustee in the event that the Servicer shall, for any reason, no longer be the Servicer. In no event shall any Sub-Servicing Agreement require the Trustee, as Successor Servicer, for any reason whatsoever to pay compensation to a subservicing agreement Subservicer in order to terminate such Subservicer. (each, a "Subservicing Agreement"); provided that such subservicing arrangement and the terms of the related Subservicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. b) Notwithstanding the provisions of any Subservicing Agreement, any of the provisions herein of this Agreement relating to agreements or arrangements between the Master Servicer or and a Subservicer or reference to actions taken through the Master Servicer a Subservicer or otherwise, the Master Servicer shall remain obligated and primarily liable to the Depositor, the Trust, the Trustee and the Certificateholders for the servicing and administration administering of the Mortgage Home Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Home Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment payments on a Mortgage Loan Home Loans when the Subservicer has actually received such payments and, unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Servicer in servicing the Home Loans include actions taken or to be taken by a Subservicer has received such paymenton behalf of the Servicer. The Master Servicer shall be entitled to enter into an any agreement with a Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by . (c) In the Master event the Servicer shall contain a provision giving for any reason no longer be the Master Servicer (including by reason of an Event of Default), the option successor Servicer, on behalf of the Trustee and the Certificateholders pursuant to Section 4.08, shall thereupon assume all of the rights and obligations of the ------------ Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the successor Servicer elects to terminate such agreement and at any Subservicing Agreement in accordance with its terms. The successor Servicer shall be deemed to have assumed all of the Master Servicer's option, service interest therein and to have replaced the related Mortgage Loans itself pursuant Servicer as a party to this each Subservicing Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable same extent as if the Subservicing Agreement by a successor Subservicer. Any costs and expenses relating Agreements had been assigned to such termination and the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements which accrued prior to the transfer of servicing to the successor Servicer. The Servicer at its expense and without right of reimbursement therefor, shall, upon request of the successor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Home Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (d) As part of its servicing activities hereunder, the Servicer, for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the sole expense Servicer, in its good faith business judgment, would require were it the owner of the Master Servicerrelated Home Loans. The Servicer shall pay the costs of such enforcement at its own expense, without and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, if any, that such recovery exceeds all amounts due in respect of the related Home Loan or (ii) from a specific recovery of costs, expenses or attorneys fees against the party against whom such enforcement is directed. (e) Any Subservicing Agreement that may be entered into and any right other transactions or services relating to reimbursement from the Master Home Loans involving a Subservicer shall be deemed to be between the Subservicer and the Servicer Collection Account alone and none of the Trustee or the Distribution AccountCertificateholders shall be deemed parties thereto or shall have any claims, rights, obligations, duties or liabilities with respect to the Subservicer in its capacity as such except as set forth in Section 4.07(c) above. --------------- (f) In the event that the Trustee as successor master servicer terminates those cases where a Subservicing Subservicer is servicing a Home Loan pursuant to a Sub-Servicing Agreement, the Trustee is entitled Subservicer will be required to establish and maintain one or more accounts (collectively, the "Sub-Servicing Account"). The Sub-Servicing Account shall be reimbursed for any costs an Eligible Account. The Subservicer will be required to deposit into the Sub-Servicing Account no later than the first Business Day after receipt all proceeds of Home Loans received by the Subservicer and expenses it may incur relating to remit such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant proceeds to the related Subservicing Agreement Servicer for deposit in the Collection Account not later than the Business Day following receipt thereof by the Subservicer. Notwithstanding anything in this clause (f) to the contrary, the Subservicer shall only be performed as an able to withdraw funds from the Sub-Servicing Account for the purpose of remitting such funds to the Servicer for deposit into the Collection Account. The Servicer shall require the Subservicer to cause any collection agent of the Master Subservicer to send a copy to the Servicer of each statement of monthly payments collected by or on behalf of the Subservicer within five Business Days after the end of every month, and the Servicer shall compare the information provided in such reports with the same force and effect as if performed directly deposits made by the Master Servicer. (b) Subservicer into the Collection Account for the same period. The Master Servicer shall be deemed to have received any collections, recoveries or payments with respect to on the Mortgage Home Loans that are received by a Subservicer regardless of whether such payments are remitted by on the date on which the Subservicer to the Master Servicerhas received such payments.

Subservicing. (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer enter into Subservicing Agreements (each, a "Subservicer") pursuant to a subservicing agreement (each, a "Subservicing Agreement"); provided that such subservicing arrangement and agreements would not result in a withdrawal or a downgrading by the terms Rating Agency of the related Subservicing Agreement must provide for the servicing rating on any Class of such Mortgage Loans in a manner consistent Certificates) with the servicing arrangements contemplated hereunder. Notwithstanding the provisions of any Subservicing AgreementSubservicers, any of the provisions herein relating to agreements or arrangements between the Master Servicer or a Subservicer or reference to actions taken through the Master Servicer or otherwise, the Master Servicer shall remain obligated and liable to the Depositor, the Trust, the Trustee and the Certificateholders for the servicing and administration of the Mortgage Loans. Each Subservicer shall be (i) authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, (ii) an institution approved as a mortgage loan originator by the Federal Housing Administration or an institution the deposit accounts of which are insured by the FDIC and (iii) a Freddie Mac or Fannie Mae approved mortgage servicer. Each Subservicixx Xxxxement muxx xxxose on the Subservicer requirements conforming to the provisions set forth in Section 3.02(g) and provide for servicing of the Mortgage Loans in accordance consistent with the terms of this Agreement. The Servicer will examine each Subservicing Agreement and will be familiar with the terms thereof. The terms of any Subservicing Agreement will not be inconsistent with any of the provisions of this Agreement without diminution of such obligation or liability by virtue of such Agreement. The Servicer and the Subservicers may enter into and make amendments to the Subservicing Agreements or arrangements enter into different forms of Subservicing Agreements; provided, however, that any such amendments or by virtue different forms shall be consistent with and not violate the provisions of indemnification this Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Certificateholders, without the consent of the Holders of Certificates entitled to at least 66 2/3% of the Voting Rights. Any variation without the consent of the Holders of Certificates entitled to at least 66 2/3% of the Voting Rights from the Subservicer provisions set forth in Section 3.02(g) relating to insurance or priority requirements of Subservicing Accounts, or credits and charges to the same Subservicing Accounts or the timing and amount of remittances by the Subservicers to the Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Servicer shall deliver to the Trustee copies of all Subservicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer's execution and delivery of such instruments. As part of its servicing activities hereunder, the Servicer (except as otherwise provided in the last sentence of this paragraph), for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement, including, without limitation, any obligation to make advances in respect of delinquent payments as required by a Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements, and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and under at such time as the same terms Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Servicer shall pay the costs of such enforcement at its own expense, and conditions as shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement, to the extent, if any, that such recovery exceeds all amounts due in respect of the Master Servicer alone were servicing and administering the related Mortgage Loans, and neither or (ii) from a specific recovery of costs, expenses or attorneys' fees against the Trustee nor any other party shall have any obligations, duties or liabilities with respect to against whom such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expensesenforcement is directed. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a Subservicer has received such payment. The Master Servicer shall be entitled to enter into an agreement with a Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by the Master Servicer shall contain a provision giving the Master Servicer the option to terminate such agreement and at the Master Servicer's option, service the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. In the event that the Trustee as successor master servicer terminates a Subservicing Agreement, the Trustee is entitled to be reimbursed for any costs and expenses it may incur relating to such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer. (b) The Master Servicer shall be deemed to have received any collections, recoveries or payments with respect to the Mortgage Loans that are received by a Subservicer regardless of whether such payments are remitted by the Subservicer to the Master Servicer.

Subservicing. (a) The Master Servicer may arrange enter into Subservicing Agreements for any servicing and administration of Home Loans with any institution that is an Eligible Servicer and in compliance with the subservicing laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement. The Servicer shall give prior written notice to the Issuer and the Indenture Trustee of the appointment of any Mortgage Loan Subservicer. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and to either service the related Home Loans directly or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. In the event of termination of any Subservicer, and unless a successor Subservicer has otherwise been appointed, all servicing obligations of such Subservicer shall be assumed simultaneously by a subservicer (eachthe Servicer without any additional act or deed on the part of such Subservicer or the Servicer, a "Subservicer") pursuant and the Servicer shall service directly the related Home Loans. Each Subservicing Agreement shall include the provision that such agreement may be immediately terminated by the Indenture Trustee in the event that the Servicer shall, for any reason, no longer be the Servicer. In no event shall any Subservicing Agreement require the Indenture Trustee, as Successor Servicer, for any reason whatsoever to pay compensation to a subservicing agreement Subservicer in order to terminate such Subservicer. (each, a "Subservicing Agreement"); provided that such subservicing arrangement and the terms of the related Subservicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. b) Notwithstanding the provisions of any Subservicing Agreement, any of the provisions herein of this Agreement relating to agreements or arrangements between the Master Servicer or and a Subservicer or reference to actions taken through the Master Servicer a Subservicer or otherwise, the Master Servicer shall remain obligated and primarily liable to the DepositorIssuer, the Trust, the Indenture Trustee and the Certificateholders Securityholders for the servicing and administration of the Mortgage Home Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Home Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment payments on a Mortgage Loan Home Loans when the Subservicer has actually received such payments and, unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Servicer in servicing the Home Loans include actions taken or to be taken by a Subservicer has received such paymenton behalf of the Servicer. The Master Servicer shall be entitled to enter into an any agreement with a Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by the Master Servicer shall contain a provision giving the Master Servicer the option to terminate such agreement and at the Master Servicer's option, service the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. . (c) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Default), the successor Servicer, on behalf of the Issuer, the Indenture Trustee and the Securityholders pursuant to Section 4.08 hereof, shall thereupon assume all ------------ of the rights and obligations of the Servicer under each Subservicing Agreement that the Trustee as Servicer may have entered into, unless the successor master servicer terminates a Servicer elects to terminate any Subservicing Agreement, the Trustee is entitled to be reimbursed for any costs and expenses it may incur relating to such termination and transfer of servicing Agreement in accordance with Section 9.05 hereofits terms. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer. (b) The Master successor Servicer shall be deemed to have received assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any collectionsliability or obligations under the Subservicing Agreements which accrued prior to the transfer of servicing to the successor Servicer. The Servicer, recoveries at its expense and without right of reimbursement therefor, shall, upon request of the successor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Home Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (d) As part of its servicing activities hereunder, the Servicer, for the benefit of the Issuer, the Indenture Trustee and the Securityholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Servicer, in its good faith business judgment, would require were it the owner of the related Home Loans. The Servicer shall pay the costs of such enforcement at its own expense and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, if any, that such recovery exceeds all amounts due in respect of the related Home Loan or payments (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against which such enforcement is directed. (e) Any Subservicing Agreement that may be entered into and any other transactions or services relating to the Home Loans involving a Subservicer shall be deemed to be between the Subservicer and the Servicer alone and none of the Issuer, the Indenture Trustee or the Securityholders shall be deemed parties thereto or shall have any claims, rights, obligations, duties or liabilities with respect to the Mortgage Loans that are received by a Subservicer regardless in its capacity as such except as set forth in subsection (c) of whether such payments are remitted by the Subservicer to the Master Servicer.this Section 4.07. ------------

Subservicing. (a) The Master Servicer may arrange may, with the prior written consent of the Indenture Trustee and each Rating Agency, enter into Subservicing Agreements for any servicing and administration of Home Loans with any institution which is in compliance with the subservicing laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and is an Eligible Servicer; provided, however, such consent shall not be required with respect to a Subservicer who is an affiliate of the Servicer. The Servicer shall give prior written notice to the Issuer, the Indenture Trustee of the appointment of any Mortgage Loan by a subservicer (eachSubservicer, a "Subservicer") pursuant except an affiliate of the Servicer. The Servicer shall be entitled to a subservicing agreement (each, a "terminate any Subservicing Agreement"); provided that such subservicing arrangement and Agreement in accordance with the terms and conditions of such Subservicing Agreement and to either directly service the related Home Loans or enter into a Subservicing Agreement must provide for the servicing of such Mortgage Loans in with a manner consistent with the servicing arrangements contemplated successor subservicer which qualifies hereunder. . (b) Notwithstanding the provisions of any Subservicing Agreement, any of the provisions herein of this Agreement relating to agreements or arrangements between the Master Servicer or and a Subservicer or reference to actions taken through the Master Servicer a Subservicer or otherwise, the Master Servicer shall remain obligated and primarily liable to the DepositorIssuer, the Trust, the Indenture Trustee and the Certificateholders Securityholders for the servicing and administration administering of the Mortgage Home Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Home Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment payments on a Mortgage Loan Home Loans when the Subservicer has actually received such payments and, unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Servicer in servicing the Home Loans include actions taken or to be taken by a Subservicer has received such paymenton behalf of the Servicer. The Master Servicer shall be entitled to enter into an any agreement with a Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by the Master Servicer shall contain a provision giving the Master Servicer the option to terminate such agreement and at the Master Servicer's option, service the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. . (c) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of a Servicer Event of Default), the successor Servicer, on behalf of the Issuer, the Indenture Trustee, and the Securityholders pursuant to Section 4.10, shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Trustee as Servicer may have entered into, unless the successor master servicer terminates a Servicer elects to terminate any Subservicing Agreement, the Trustee is entitled to be reimbursed for any costs and expenses it may incur relating to such termination and transfer of servicing Agreement in accordance with Section 9.05 hereofits terms. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer. (b) The Master successor Servicer shall be deemed to have received assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any collectionsliability or obligations under the Subservicing Agreements. The Servicer at its expense and without right of reimbursement therefor, recoveries shall, upon request of the successor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Home Loans then being serviced. In addition, the Servicer shall prepare and deliver to the successor Servicer an accounting of amounts collected and held by it at the time of such transfer. The Servicer shall use reasonable efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (d) As part of its servicing activities hereunder, the Servicer, for the benefit of the Issuer, the Indenture Trustee and the Securityholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Servicer, in its good faith business judgment, would require were it the owner of the related Home Loans. The Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, if any, that such recovery exceeds all amounts due in respect of the related Home Loan or payments (ii) from a specific recovery of costs, expenses or attorneys fees against the party against whom such enforcement is directed. (e) Any Subservicing Agreement that may be entered into and any other transactions or services relating to the Home Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone and none of the Issuer, the Indenture Trustee or the Securityholders shall be deemed parties thereto or shall have any claims, rights, obligations, duties or liabilities with respect to the Mortgage Loans that are received by a Subservicer regardless of whether in its capacity as such payments are remitted by the Subservicer to the Master Servicerexcept as set forth in Section 4.09(c) above.

Subservicing. (a) The Master To the extent necessary for Servicer to comply with any applicable laws, regulations, codes or ordinances relating to Servicer's Loan Servicing obligations hereunder, Servicer or Special Servicer, as the case may arrange for be, may subservice to any Person any of its Loan Servicing obligations hereunder; provided, however, that any such appointment of a sub-servicer shall be subject to the subservicing prior written approval of Buyer and provided, further, however, that Servicer or Special Servicer, as the case may be, shall provide oversight and supervision with regard to the performance of all subcontracted services and any Mortgage Loan by a subservicer (each, a "Subservicer") pursuant to a subservicing agreement (each, a "Subservicing Agreement"); provided that such subservicing arrangement and the terms of the related Subservicing Agreement must provide for the servicing of such Mortgage Loans in a manner shall be consistent with the servicing arrangements contemplated hereunder. Notwithstanding and subject to the provisions of this Agreement. Neither the existence of any Subservicing Agreement, subservicing agreement nor any of the provisions herein relating to agreements or arrangements between the Master Servicer or a Subservicer or reference to actions taken through the Master Servicer or otherwise, the Master Servicer shall remain obligated and liable to the Depositor, the Trust, the Trustee and the Certificateholders for the servicing and administration of the Mortgage Loans in accordance with the provisions of this Agreement without diminution relating to subservicing shall relieve Servicer or Special Servicer, as the case may be, of its obligations to Buyer and Seller hereunder. Notwithstanding any such obligation subservicing agreement, Servicer or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from Special Servicer, as the Subservicer and case may be, shall be obligated to the same extent and under the same terms and conditions as if Servicer or Special Servicer, as the Master Servicer case may be, alone were servicing and administering the Mortgage Loansrelated Investments in accordance with the terms of this Agreement. Servicer or Special Servicer, and neither as the Trustee nor case may be, shall be solely liable for all fees owed by it to any other party shall have any obligationssubservicer, duties regardless of whether Servicer's or liabilities with respect to such SubservicerSpecial Servicer's, including any obligationas the case may be, duty or liability of the Trustee or any other party compensation hereunder is sufficient to pay such Subservicerfees. Buyer and Seller shall have no obligation or liability to any subservicer as a result of Buyer's fees entry into this Agreement. Each subservicing agreement must be in writing and expensesprovide that it automatically terminates or otherwise no longer applies to any of the Investments, without payment of any termination fee by Buyer and Seller, upon the termination of this Agreement. For purposes Servicer or Special Servicer, as the case may be, at its own expense, shall provide Buyer and Seller with copies of remittance all subservicing agreements upon request. Each sub-servicer must be authorized to transact business in the applicable state(s), if, and to the Trustee pursuant extent, required by applicable law to this Agreement, enable the Master Servicer shall be deemed sub-servicer to have received a payment on a Mortgage Loan when a Subservicer has received such payment. The Master Servicer shall be entitled to enter into an agreement with a Subservicer to provide for the delivery of reports perform its obligations hereunder and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by the Master Servicer shall contain a provision giving the Master Servicer the option to terminate such agreement and at the Master Servicer's option, service the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant to under the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of sub-servicing shall be the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. In the event that the Trustee as successor master servicer terminates a Subservicing Agreement, the Trustee is entitled to be reimbursed for any costs and expenses it may incur relating to such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Serviceragreement. (b) The Master Servicer shall be deemed to have received any collections, recoveries or payments with respect to the Mortgage Loans that are received by a Subservicer regardless of whether such payments are remitted by the Subservicer to the Master Servicer.

Subservicing. (a) The From the Closing Date until the Subservicing Termination Date, Capmark Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer (eachhereby authorizes and directs Subservicer to service, a "Subservicer") pursuant to a subservicing agreement (each, a "Subservicing Agreement"); provided that such subservicing arrangement and the terms of the related Subservicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Notwithstanding the provisions of any Subservicing AgreementSubservicer hereby agrees to service, any of the provisions herein relating to agreements or arrangements between the Master Servicer or a Subservicer or reference to actions taken through the Master Servicer or otherwise, the Master Servicer shall remain obligated and liable to the Depositor, the Trust, 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 liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the as Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a Subservicer has received such payment. The Master Servicer shall be entitled to enter into an agreement with a Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by the Master Servicer shall contain a provision giving the Master Servicer the option to terminate such agreement behalf and at the Master Servicer's option, service the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense direction of the Master Servicer, without any right to reimbursement from the Capmark Master Servicer Collection Account or the Distribution Account. In the event that the Trustee as successor master servicer terminates a Subservicing provided in this Agreement, the Trustee is entitled to be reimbursed for any costs and expenses it may incur relating to such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer. (b) The Subservicer shall perform all tasks and responsibilities necessary to satisfy the requirements set forth under the Task Description, in each case in a manner not inconsistent with the Pooling and Servicing Agreement. (c) On or before the Closing Date the Subservicer shall establish the Subservicer Collection Account, which shall be an Eligible Account, notify the Capmark Master Servicer in writing of the name and address of the depository institution at which the Subservicer Collection Account is maintained and the number of the Subservicer Collection Account. The Subservicer shall be deemed deliver to have received the Capmark Master Servicer prior written notice of any collectionschange in the location, recoveries name or address of the applicable depository institution or account number of the Subservicer Collection Account. (d) The Subservicer shall make efforts consistent with the Servicing Standard to collect all monthly payments of principal and interest with respect to the Mortgage Loans (except for payments due on or prior to the Cut-Off Date), as well as late charges, default interest, Prepayment Premiums, Insurance Proceeds, condemnation proceeds and any and all other amounts due from the Mortgagor or a third party with respect to the Mortgage Loans pursuant to the mortgage loan documents for each Mortgage Loan; provided, however, that with respect to any payments that are required under the terms of the applicable mortgage loan documents to be made directly to a Person other than the holder of the related Mortgage Loan, the Subservicer shall use efforts consistent with the Servicing Standard to cause such payments to be made. The Subservicer shall deposit all payments and collections received by the Subservicer into the Subservicer Collection Account on a daily basis; provided, however, that the Subservicer regardless shall be entitled to retain and pay to itself the related Subservicing Fee from the interest portion of whether any such payments. Payments and collections on the Mortgage Loans received by the Subservicer, including any full or partial prepayments, payments at maturity or other payoffs, that are remitted made in accordance with the related Mortgage Loan documents shall be posted by the Subservicer to the Mortgagor records maintained by the Subservicer not more than two Business Days after receipt and shall be allocated to principal, interest or other items (e.g., escrow) in accordance with the related Mortgage Loan documents. On a monthly or more frequent basis, the Subservicer shall maintain records documenting the Subservicer's collection efforts in connection with any delinquencies that may arise and such records shall describe the Subservicer's activities in monitoring delinquent Mortgage Loans, including, for example, phone calls, letters and other communications. (e) The Subservicer shall not withdraw funds from the Subservicer Collection Account, except as follows: (1) on the Subservicer Remittance Date occurring in each month, the Subservicer shall remit to the Capmark Master Servicer by wire transfer of immediately available funds any and all amounts on deposit in the Subservicer Collection Account as of the close of business on the Subservicer Determination Date occurring in such month (net of any amounts permitted to be withdrawn prior thereto), other than any amounts that represent Scheduled Payments received for a Due Date occurring after such Subservicer Determination Date; (2) the Subservicer shall remit to the Capmark Master Servicer by wire transfer of immediately available funds within one Business Day following the receipt thereof any late payments and any principal prepayments or other unscheduled payments or Balloon Payments (in each case including the related interest payment paid by the Mortgagor); (3) the Subservicer shall be entitled to withdraw and pay to itself any investment or other income earned on amounts on deposit in the Subservicer Collection Account to the extent provided below; (4) the Subservicer shall withdraw and pay to itself each other item of compensation to which it is entitled (but only from the amounts from which such compensation is payable as otherwise provided herein) and (5) the Subservicer shall be entitled to withdraw from the Subservicer Collection Account at any time any amounts on deposit therein that were not required to be deposited into the Subservicer Collection Account. The Subservicer shall provide the Capmark Master Servicer immediate notice of the Subservicer becoming aware that any Principal Prepayment is to be made on any Determination Date. The Subservicer shall keep and maintain separate accounting for the purpose of justifying any withdrawals made from the Subservicer Collection Account. In the event any payments received by Subservicer becomes NSF after the monies associated with that payment have been remitted to the Capmark Master Servicer, the Capmark Master Servicer will return such moneys to Subservicer by wire transfer in immediately available funds within one Business Day following notice from the Subservicer. Funds in the Subservicer Collection Account may be invested and, if invested, shall be invested by, and at the risk of, the Subservicer in Eligible Investments selected by the Subservicer which shall mature, unless payable on demand, not later than the Business Day immediately preceding the next date on which such funds are required to be remitted to the Capmark Master Servicer, and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Permitted Investments shall be made in the name of "LaSalle Bank, National Association, as Trustee for the Holders of the Morgan Stanley Capital I Trust 2007-XX00, Xxxxxxxial Mortgage Pass-Through Certificates, Series 2007-IQ16." An amount equal to all income and gain realized from any such investment shall be for the account of the Subservicer as additional servicing compensation and the Subservicer shall be entitled to withdraw such income and gain from the Subservicer Collection Account at any time and from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Subservicer, which shall deposit the amount of such loss (to the extent such loss is not offset by income from other investments) in the Subservicer Collection Account out of its own funds immediately as realized. (f) With respect to escrow or reserve payments as listed on the Task Description, the Subservicer shall collect escrow or reserve amounts with respect to the Mortgage Loans, and shall deposit such funds in an escrow account (the "Subservicer Escrow Account"), which shall be an Eligible Account, and shall maintain, disburse and account for such funds as provided in the Task Description, for real estate taxes, insurance and reserves, and escrows for repairs, replacements, principal and interest payments and lease payments, and any other matters specified in any agreement in which funds are held at the time, and in the manner and for the purposes as otherwise required or delineated in the mortgage loan documents for each Mortgage Loan and with respect to the Capmark Master Servicer under the Pooling and Servicing Agreement. The Subservicer may direct the investment of such funds subject to and in accordance with the criteria and requirements set forth in the Pooling and Servicing Agreement relating to Escrow Accounts, including without limitation the obligation to deposit into the Subservicer Escrow Account the amount of any investment losses to the extent required in the Pooling and Servicing Agreement. The Subservicer shall have the benefit and shall retain all interest and income earned on the Subservicer Escrow Account for the Mortgage Loans that is not paid to Mortgagors. In connection with such funds and all other funds (if any) held by or maintained under the control of the Subservicer hereunder on behalf of the Mortgagors, the Subservicer shall analyze such funds (according to the related Mortgage Loan documents) not less frequently than annually; the Subservicer shall pay or credit to the related Mortgagors interest or income on such funds to which they are entitled, all in accordance with the related Mortgage Loan documents and applicable state law; and the Subservicer shall return the remainder of such funds to the Mortgagor within 30 days following the full repayment of the related Mortgage Loan. If the Subservicer is required under this Agreement to make payments or disbursements to third parties (such as tax or insurance payments) on behalf of a Mortgagor from funds held by or maintained under the control of the Subservicer hereunder on behalf of such Mortgagor, such payment or disbursement shall be made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the Subservicer at least 30 calendar days prior to these dates. Any late payment penalties in connection with any such payment or disbursement to be made on behalf of a Mortgagor shall be paid from the Subservicer's funds (without right of reimbursement therefor) and not charged to the Mortgagor, unless the late payment was due to the Mortgagor's error or omission. Any such payments or disbursements made on behalf of a Mortgagor shall be posted by the Subservicer to the Mortgagor records maintained by the Subservicer, in each case within two Business Days after the payment or disbursement. (g) Notwithstanding any contrary provision of the Task Description, the Subservicer shall actively monitor each Mortgagor to determine whether it is maintaining insurance coverage required by the related mortgage loan documents and the Pooling and Servicing Agreement. If at any time the Subservicer determines that any Mortgagor may not be maintaining or does not maintain terrorism or other insurance coverage required by the mortgage loan documents and the Pooling and Servicing Agreement, the Subservicer shall promptly notify the Capmark Master Servicer of such possible or actual failure and, if requested, provide the Capmark Master Servicer with details of the Mortgagor's insurance coverage. The Capmark Master Servicer will make (i) the determination of whether or not the insurance coverage meets the requirements of the mortgage loan documents and the Pooling and Servicing Agreement, including any assessment of the availability of such insurance at commercial reasonable rates and terms, (ii) any decision to advance or force place insurance and (iii) any determination to waive or enforce any such insurance requirement.

Subservicing. (a) The Master Servicer may arrange enter into Subservicing Agreements for any servicing and administration of Home Loans with any institution which is in compliance with the subservicing laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and is an Eligible Servicer. The Servicer shall give prior written notice to the Issuer and the Indenture Trustee of the appointment of any Mortgage Loan Subservicer. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and to either directly service the related Home Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. In the event of termination of any Subservicer, and unless a successor Subservicer has otherwise been appointed, all servicing obligations of such Subservicer shall be assumed simultaneously by a subservicer (eachthe Servicer without any additional act or deed on the part of such Subservicer or the Servicer, a "Subservicer") pursuant and the Servicer shall service directly the related Home Loans. Each Sub-Servicing Agreement shall include the provision that such agreement may be immediately terminated by the Indenture Trustee in the event that the Servicer shall, for any reason, no longer be the Servicer. In no event shall any Sub-Servicing Agreement require the Indenture Trustee, as Successor Servicer, for any reason whatsoever to pay compensation to a subservicing agreement Subservicer in order to terminate such Subservicer. (each, a "Subservicing Agreement"); provided that such subservicing arrangement and the terms of the related Subservicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. b) Notwithstanding the provisions of any Subservicing Agreement, any of the provisions herein of this Agreement relating to agreements or arrangements between the Master Servicer or and a Subservicer or reference to actions taken through the Master Servicer a Subservicer or otherwise, the Master Servicer shall remain obligated and primarily liable to the DepositorIssuer, the Trust, the Indenture Trustee and the Certificateholders Securityholders for the servicing and administration administering of the Mortgage Home Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Home Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment payments on a Mortgage Loan Home Loans when the Subservicer has actually received such payments and, unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Servicer in servicing the Home Loans include actions taken or to be taken by a Subservicer has received such paymenton behalf of the Servicer. The Master Servicer shall be entitled to enter into an any agreement with a Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by . (c) In the Master event the Servicer shall contain a provision giving for any reason no longer be the Master Servicer (including by reason of an Event of Default), the option successor Servicer, on behalf of the Issuer, the Indenture Trustee and the Securityholders pursuant to Section 4.08, shall thereupon assume all of the ------------ rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the successor Servicer elects to terminate such agreement and at any Subservicing Agreement in accordance with its terms. The successor Servicer shall be deemed to have assumed all of the Master Servicer's option, service interest therein and to have replaced the related Mortgage Loans itself pursuant Servicer as a party to this each Subservicing Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable same extent as if the Subservicing Agreement by a successor Subservicer. Any costs and expenses relating Agreements had been assigned to such termination and the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements which accrued prior to the transfer of servicing to the successor Servicer. The Servicer at its expense and without right of reimbursement therefor, shall, upon request of the successor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Home Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (d) As part of its servicing activities hereunder, the Servicer, for the benefit of the Issuer, the Indenture Trustee and the Securityholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the sole expense Servicer, in its good faith business judgment, would require were it the owner of the Master Servicerrelated Home Loans. The Servicer shall pay the costs of such enforcement at its own expense, without and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, if any, that such recovery exceeds all amounts due in respect of the related Home Loan or (ii) from a specific recovery of costs, expenses or attorneys fees against the party against whom such enforcement is directed. (e) Any Subservicing Agreement that may be entered into and any right other transactions or services relating to reimbursement from the Master Home Loans involving a Subservicer shall be deemed to be between the Subservicer and the Servicer Collection Account alone and none of the Issuer, the Indenture Trustee or the Distribution AccountSecurityholders shall be deemed parties thereto or shall have any claims, rights, obligations, duties or liabilities with respect to the Subservicer in its capacity as such except as set forth in Section 4.07(c) above. --------------- (f) In the event that the Trustee as successor master servicer terminates those cases where a Subservicing Subservicer is servicing a Home Loan pursuant to a Sub-Servicing Agreement, the Trustee is entitled Subservicer will be required to establish and maintain one or more accounts (collectively, the "Sub-Servicing Account"). The Sub-Servicing Account shall be reimbursed for any costs an Eligible Account. The Subservicer will be required to deposit into the Sub-Servicing Account no later than the first Business Day after receipt all proceeds of Home Loans received by the Subservicer and expenses it may incur relating to remit such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant proceeds to the related Subservicing Agreement Servicer for deposit in the Collection Account not later than the Business Day following receipt thereof by the Subservicer. Notwithstanding anything in this clause (f) to the contrary, the Subservicer shall only be performed as an able to withdraw funds from the Sub-Servicing Account for the purpose of remitting such funds to the Servicer for deposit into the Collection Account. The Servicer shall require the Subservicer to cause any collection agent of the Master Subservicer to send a copy to the Servicer of each statement of monthly payments collected by or on behalf of the Subservicer within five Business Days after the end of every month, and the Servicer shall compare the information provided in such reports with the same force and effect as if performed directly deposits made by the Master Servicer. (b) Subservicer into the Collection Account for the same period. The Master Servicer shall be deemed to have received any collections, recoveries or payments with respect to on the Mortgage Home Loans that are received by a Subservicer regardless of whether such payments are remitted by on the date on which the Subservicer to the Master Servicerhas received such payments.

Subservicing. (a) The Master Servicer may arrange may, with the prior written consent of the Securities Insurer and the Indenture Trustee, enter into Subservicing Agreements for any servicing and administration of Home Loans with any institution which is in compliance with the subservicing laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and is an Eligible Servicer. The Servicer shall give prior written notice to the Issuer, the Indenture Trustee and the Securities Insurer of the appointment of any Mortgage Loan by a subservicer (each, a "Subservicer") pursuant . The Servicer shall be entitled to a subservicing agreement (each, a "terminate any Subservicing Agreement"); provided that such subservicing arrangement and Agreement in accordance with the terms and conditions of such Subservicing Agreement and to either directly service the related Home Loans or enter into a Subservicing Agreement must provide for the servicing of such Mortgage Loans in with a manner consistent with the servicing arrangements contemplated successor subservicer which qualifies hereunder. . (b) Notwithstanding the provisions of any Subservicing Agreement, any of the provisions herein of this Agreement relating to agreements or arrangements between the Master Servicer or and a Subservicer or reference to actions taken through the Master Servicer a Subservicer or otherwise, the Master Servicer shall remain obligated and primarily liable to the DepositorIssuer, the TrustIndenture Trustee, the Trustee Securities Insurer and the Certificateholders Securityholders for the servicing and administration administering of the Mortgage Home Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Home Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment payments on a Mortgage Loan Home Loans when the Subservicer has actually received such payments and, unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Servicer in servicing the Home Loans include actions taken or to be taken by a Subservicer has received such paymenton behalf of the Servicer. The Master Servicer shall be entitled to enter into an any agreement with a Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by the Master Servicer shall contain a provision giving the Master Servicer the option to terminate such agreement and at the Master Servicer's option, service the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. . (c) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Default), the successor Servicer, on behalf of the Issuer, the Indenture Trustee, the Securities Insurer and the Securityholders pursuant to Section 4.08, shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Trustee as Servicer may have entered into, unless the successor master servicer terminates a Servicer elects to terminate any Subservicing Agreement, the Trustee is entitled to be reimbursed for any costs and expenses it may incur relating to such termination and transfer of servicing Agreement in accordance with Section 9.05 hereofits terms. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer. (b) The Master successor Servicer shall be deemed to have received assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any collectionsliability or obligations under the Subservicing Agreements. The Servicer at its expense and without right of reimbursement therefor, recoveries shall, upon request of the successor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Home Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (d) As part of its servicing activities hereunder, the Servicer, for the benefit of the Issuer, the Indenture Trustee, the Securities Insurer and the Securityholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Servicer, in its good faith business judgment, would require were it the owner of the related Home Loans. The Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, if any, that such recovery exceeds all amounts due in respect of the related Home Loan or payments (ii) from a specific recovery of costs, expenses or attorneys fees against the party against whom such enforcement is directed. (e) Any Subservicing Agreement that may be entered into and any other transactions or services relating to the Home Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone and none of the Issuer, the Indenture Trustee, the Securityholders or the Securities Insurer shall be deemed parties thereto or shall have any claims, rights, obligations, duties or liabilities with respect to the Mortgage Loans that are received by a Subservicer regardless of whether in its capacity as such payments are remitted by the Subservicer to the Master Servicerexcept as set forth in Section 4.07(c) above.

Subservicing. (ai) The Master Servicer may arrange for Guarantor shall not permit any of the Xxxxxx Xxx MSRs to be subject to any servicing contract or subservicing of any Mortgage Loan by a subservicer (each, a "Subservicer") pursuant to a subservicing agreement (each, a "arrangement that is not an Approved Subservicing Agreement", other than as permitted by the Xxxxxx Xxx Servicing Contract, the Xxxxxx Xxx Requirements and subject to the prior written consent of Administrative Agent. (ii) The Guarantor shall not, without the prior written consent of the Administrative Agent, which shall not be unreasonably withheld or delayed: (x) cancel or terminate any Approved Subservicing Agreement (other than as required by Xxxxxx Xxx); or (y) supplement, amend, restate, modify or waive any term or condition any Approved Subservicing Agreement (other than as required by Xxxxxx Xxx) that would be materially adverse to the value of the Xxxxxx Xxx MSRs or the rights of the Administrative Agent or any Lender with respect to the Collateral. Notwithstanding the foregoing, subject in all respects to the Xxxxxx Xxx Requirements, the Guarantor may terminate any Approved Subservicer with respect to any or all of the Mortgage Loans or transfer subservicing from any Approved Subservicer with respect to any or all of the Mortgage Loans subserviced by such Approved Subservicer without the consent of the Administrative Agent provided that such subservicing arrangement and is transferred to another Approved Subservicer under an Approved Subservicing Agreement. (iii) The Guarantor shall not waive any default under, or breach of, any Approved Subservicing Agreement in a manner that is materially adverse to the value of the Xxxxxx Xxx MSRs or the rights of the Administrative Agent or any Lender with respect to the Collateral. During the existence of an event of default 752805876 23733713 or servicer termination event (however defined) under any Approved Subservicing Agreement, the Guarantor shall upon the request of the Administrative Agent, subject to the Xxxxxx Xxx Requirements, the terms of the related Subservicing Xxxxxx Xxx Acknowledgment Agreement must provide for and Xxxxxx Xxx Servicing Contract, transfer the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Notwithstanding the provisions of any Subservicing Agreement, any of the provisions herein relating to agreements or arrangements between the Master Servicer or a Subservicer or reference to actions taken through the Master Servicer or otherwise, the Master Servicer shall remain obligated and liable to the Depositor, the Trust, 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 liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a Subservicer has received such payment. The Master Servicer shall be entitled to enter into an agreement with a Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by the Master Servicer shall contain a provision giving the Master Servicer the option to terminate such agreement and at the Master Servicer's option, service the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. In the event that the Trustee as successor master servicer terminates a Subservicing Agreement, the Trustee is entitled to be reimbursed for any costs and expenses it may incur relating to such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer. (b) The Master Servicer shall be deemed to have received any collections, recoveries or payments with respect to the Mortgage Loans that are received to another Approved Subservicer within [***] after a replacement has been approved by a Subservicer regardless of whether such payments are remitted by the Subservicer to the Master ServicerXxxxxx Xxx.

Subservicing. (a) The Master Servicer or Special Servicer, as the case may arrange for the subservicing be, may delegate any of any Mortgage Loan by a subservicer (each, a "Subservicer") pursuant its obligations hereunder to a sub-servicer (so long as such Person is a Qualified Servicer (as acknowledged by the sub-servicer in a certification to the Servicer or the Special Servicer, as applicable)); provided, however, that the Servicer or Special Servicer, as the case may be, shall provide oversight and supervision with regard to the performance of all subcontracted services and (i) any subservicing agreement (each, a "Subservicing Agreement"); provided that such subservicing arrangement and the terms of the related Subservicing Agreement must provide for the servicing of such Mortgage Loans in a manner shall be consistent with the servicing arrangements contemplated hereunder. Notwithstanding the provisions of any Subservicing Agreement, any of the provisions herein relating and subject to agreements or arrangements between the Master Servicer or a Subservicer or reference to actions taken through the Master Servicer or otherwise, the Master Servicer shall remain obligated and liable to the Depositor, the Trust, the Trustee and the Certificateholders for the servicing and administration of the Mortgage Loans in accordance with the provisions of this Agreement and (ii) no sub-servicer retained shall foreclose on any Commercial Real Estate Loan or grant any modification, waiver, or amendment to the Loan Documents without diminution the approval of the Servicer or the Special Servicer, as the case may be. Neither the existence of any subservicing agreement nor any of the provisions of this Agreement relating to subservicing shall relieve the Servicer or Special Servicer, as the case may be, of its obligations to the Issuer hereunder. Notwithstanding any such obligation subservicing agreement, the Servicer or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from Special Servicer, as the Subservicer and case may be, shall be obligated to the same extent and under the same terms and conditions as if the Master Servicer or the Special Servicer, as the case may be, alone were was servicing the related Commercial Real Estate Loans in accordance with the terms of this Agreement. The Servicer or Special Servicer, as the case may be, shall be solely liable for all fees owed by it to any subservicer, regardless of whether the compensation hereunder of the Servicer or Special Servicer, as the case may be, is sufficient to pay such fees. The Servicer and administering the Mortgage LoansSpecial Servicer shall be permitted to provide a copy of this Agreement, the Indenture and the Collateral Interest Purchase Agreement to any sub-servicer retained by the Servicer or the Special Servicer, as applicable. The parties hereto acknowledge that as of the Closing Date the Sub-Servicer is a Qualified Servicer. (b) Each sub-servicer shall be (i) authorized to transact business in the applicable state(s), if, and neither to the extent, required by applicable law to enable the sub-servicer to perform its obligations hereunder and under the applicable sub-servicing agreement, and (ii) qualified to service investments comparable to the Serviced Commercial Real Estate Loans. (c) Any sub-servicing agreement entered into by the Servicer or Special Servicer, as the case may be, with respect to any Serviced Commercial Real Estate Loans shall provide that it may be assumed or, other than the Sub-Servicing Agreement, terminated by (i) the Servicer or the Special Servicer, as the case may be, (ii) the Trustee, if the Trustee nor has assumed the duties of the Servicer or Special Servicer, as the case may be, or if the Servicer or Special Servicer, as the case may be, is otherwise terminated pursuant to the terms of this Agreement, or (iii) a successor servicer if such successor servicer has assumed the duties of the Servicer or Special Servicer, as the case may be, in each case without cause and without cost or obligation to the Trustee, the successor servicer or the successor special servicer. In no event shall the Trustee be responsible for the payment of any termination fee in connection with any sub-servicing agreement entered into by the Servicer or Special Servicer or any successor servicer. In no event shall any sub-servicing agreement give a sub-servicer direct rights against the assets of the Issuer. Any subservicing agreement and any other transactions or services relating to the Serviced Commercial Real Estate Loans involving a sub-servicer shall be deemed to be between the sub-servicer and the Servicer or Special Servicer, as the case may be, alone and the Trustee shall not be deemed a party thereto and shall have any no claims, rights, obligations, duties or liabilities with respect to such Subservicerany sub-servicer except as set forth in Section 2.01(c) and Section 6.02. The Trustee shall not be (a) liable for any acts or omissions of any Servicer, including (b) obligated to make any obligationServicing Advance, duty or liability (c) responsible for expenses of the Trustee Servicer or the Special Servicer, (d) liable for any amount necessary to induce any successor servicer to act as successor servicer or any successor special servicer to act as special servicer hereunder. (d) Notwithstanding any contrary provisions of the foregoing subsections of this Section 2.02, the appointment by the Servicer or the Special Servicer of one or more third-party contractors for the purpose of performing discrete, ministerial functions shall not constitute the appointment of sub-servicers and shall not be subject to the provisions of this Section 2.02; provided, that (a) the Servicer or the Special Servicer, as the case may be, shall remain responsible for the actions of such third-party contractors as if it were alone performing such functions and shall pay all fees and expenses of such third-party contractors; and (b) such appointment imposes no additional duty on any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, any successor hereunder to the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a Subservicer has received such payment. The Master Servicer shall be entitled to enter into an agreement with a Subservicer to provide for or the delivery of reports and for indemnification of Special Servicer, as the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing case may be. (e) Each sub-servicing agreement entered into by the Master Servicer shall contain provide that the Collateral Manager with respect to a provision giving CLO Controlled Collateral Interest (or, with respect to a Non-CLO Controlled Collateral Interest, the Master Servicer holder of the option related Controlling Companion Participation) shall be entitled to terminate the rights and obligations of the sub-servicer under such sub-servicing agreement and at the Master Servicer's optionwith respect to such Collateral Interest, service the related Mortgage Loans itself pursuant to this Agreement with or arrange for any servicing responsibilities to be performed pursuant without cause, upon ten (10) Business Days’ notice to the applicable Subservicing Agreement by Issuer, the Special Servicer, the Servicer, the Collateral Manager, the Trustee and the Note Administrator, and replace such sub-servicer with a successor Subservicer. Any sub-servicer that is a Qualified Servicer, subject to the consent of the Servicer with respect to such replacement sub-servicer, which consent shall not be unreasonably withheld, conditioned or delayed; provided that (a) all applicable costs and expenses relating (including, without limitation, cost and expenses of the Servicer) of any such termination made by the Collateral Manager (or, with respect to a Non-CLO Controlled Collateral Interest, the holder of the related Controlling Companion Participation) shall be paid by the Collateral Manager (or, with respect to a Non-CLO Controlled Collateral Interest, the holder of the related Controlling Companion Participation) and (b) all applicable accrued and unpaid Servicing Fees, Additional Servicing Compensation and Servicing Expenses owed to such termination and transfer of servicing shall be the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. In the event that the Trustee as successor master sub-servicer terminates a Subservicing Agreement, the Trustee is entitled to be reimbursed for any costs and expenses it may incur relating to such termination and transfer of servicing are paid in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicerfull. (bf) The Master Unless the Issuer and the Servicer agree otherwise, the Servicer shall not be deemed required to have received any collections, recoveries or payments pay a sub-servicing fee with respect to the Mortgage Loans that are received by any Collateral Interest or Companion Participation related to a Subservicer regardless Serviced Commercial Real Estate Loan in excess of whether such payments are remitted by the Subservicer to the Master Servicer0.0025% per annum.

Subservicing. (a) The Master Servicer may arrange enter into Subservicing Agreements with one or more Subservicers for the subservicing servicing and administration of certain of the Contracts (including holding the related Contract Files as custodian). References herein to actions taken or to be taken by the Servicer in servicing the Contracts include actions taken or to be taken by a Subservicer on behalf of the Servicer. Each Subservicing Agreement will be upon such terms and conditions as are not inconsistent with this Agreement and as the Servicer and the Subservicer have agreed. With the approval of the Servicer, a Subservicer may delegate its servicing obligations to third-party servicers, but such Subservicer will remain obligated under the related Subservicing Agreement. The Servicer and a Subservicer may enter into amendments thereto or different forms of Subservicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Agreement or materially adversely affect the rights of Certificateholders hereunder. (b) The Servicer shall be entitled to terminate any Subservicing Agreement that may exist in accordance with the terms and conditions of such Subservicing Agreement and without any limitation by virtue of this Agreement; provided, however, that in the event of termination of any Mortgage Loan Subservicing Agreement by the Servicer or the related Subservicer, the Servicer shall either act directly as Servicer of the related Contract or enter into a subservicer (each, Subservicing Agreement with a "Subservicer") pursuant to a subservicing agreement (each, a "Subservicing Agreement"); provided that such subservicing arrangement and successor Subservicer which will be bound by the terms of the related Subservicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Agreement. (c) Notwithstanding the provisions of any Subservicing Agreement, any of the provisions herein of this Agreement relating to agreements or arrangements between the Master Servicer or a Subservicer or reference to actions taken through the Master Servicer such Persons or otherwise, the Master Servicer shall remain obligated and liable to the Depositor, the Trust, the Trustee and the Certificateholders for the servicing and administration administering of the Mortgage Loans Contracts in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the a Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a Subservicer has received such paymentContracts. The Master Servicer shall be entitled to enter into an agreement with a Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement . (d) Any Subservicing Agreement that may be entered into by and any other transactions or servicing arrangements relating to the Master Servicer Contracts involving a Subservicer shall contain a provision giving the Master Servicer the option to terminate such agreement and at the Master Servicer's option, service the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities be deemed to be performed pursuant between the Subservicer and the Servicer alone, and neither the Trustee nor the Certificateholders shall be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be Subservicer except as set forth in the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. immediately succeeding paragraph. (e) In the event that the Trustee as successor master Servicer shall for any reason no longer be a servicer terminates a Subservicing Agreement(including, but not limited to, by reason of an Event of Default), the Trustee is entitled to be reimbursed for any costs or its designee may, at the sole discretion of the Trustee, thereupon assume all of the rights and expenses it may incur relating to obligations of such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of Servicer under each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly selected by the Master Servicer. (b) The Master Servicer Trustee in its sole discretion. In such event, the Trustee, its designee or the successor servicer for the Trustee shall be deemed to have received any collections, recoveries or payments with respect assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each such Subservicing Agreement to the Mortgage Loans that are received by a Subservicer regardless of whether same extent as if such payments are remitted by the Subservicer Subservicing Agreement had been assigned to the Master assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement. The Servicer shall, upon request of the Trustee but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each such Subservicing Agreement and the Contracts then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreement to the assuming party.

Subservicing. The Servicer may at any time appoint a subservicer to perform all or any portion of its obligations as Servicer hereunder; provided, however, that the Servicer shall not permit any Third Party to xxxx or collect Environmental Control Charges on behalf of the Issuer except (a) The Master as a subcontractor under the active supervision of the Servicer may arrange for or (b) as required by applicable Requirement of Law and to the subservicing extent permitted by applicable Requirement of any Mortgage Loan by a subservicer (eachLaw or regulation, a "Subservicer") pursuant after written notice of such appointment is furnished to a subservicing agreement (each, a "Subservicing Agreement")the Rating Agencies; provided further, however, that such subservicing arrangement and the terms of the related Subservicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Notwithstanding the provisions of any Subservicing Agreement, any of the provisions herein relating to agreements or arrangements between the Master Servicer or a Subservicer or reference to actions taken through the Master Servicer or otherwise, the Master Servicer shall remain obligated and be liable to the DepositorIssuer, the TrustIndenture Trustee, the Trustee and the Certificateholders Environmental Control Bondholders and the PSCWV for the servicing and administration administering of the Mortgage Loans Transferred Environmental Control Property in accordance with the provisions of this Agreement hereof without diminution of such obligation or and liability by virtue of the appointment of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage LoansTransferred Environmental Control Property. The fees and expenses of the subservicer shall be as agreed between the Servicer and its subservicer from time to time, and neither none of the Trustee nor Issuer (or its members or managers), the Indenture Trustee, any other party Environmental Control Bondholder or the PSCWV shall have any obligationsresponsibility therefor. SECTION 5.11 Remittances. (a) Subject to Section 5.11(b), duties or liabilities with respect to such Subservicer, including any obligation, duty or liability the Servicer shall remit daily all Estimated Environmental Control Charge Collections (from whatever source) and all proceeds of other Collateral of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance Issuer, if any, received by the Servicer to the Indenture Trustee pursuant to this Agreementunder the Indenture, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a Subservicer has received such payment. The Master Servicer shall be entitled to enter into an agreement with a Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by the Master Servicer shall contain a provision giving the Master Servicer the option to terminate such agreement and at the Master Servicer's option, service the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities to be performed deposit pursuant to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. In the event that the Trustee as successor master servicer terminates a Subservicing Agreement, the Trustee is entitled to be reimbursed for any costs and expenses it may incur relating to such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master ServicerIndenture. (b) Notwithstanding the foregoing clause (a), as long as (i) Mon Power or any successor to Mon Power’s electric distribution business remains the Servicer, (ii) no Servicer Default has occurred and is continuing and (iii) (A) Mon Power or such successor maintains a long-term rating of “A+” or better by Standard & Poor’s, a long-term rating of “A2” or better by Xxxxx’x and a long-term rating of “A” or better by Fitch, if rated by Fitch, or a short-term rating of “A-1” by Standard & Poor’s, a short-term rating of “P-1” by Xxxxx’x and a short-term rating of “F1” by Fitch, if rated by Fitch or (B) the Rating Agency Condition shall have been satisfied with respect to all Rating Agencies (to which prior written notice will be sent) (and any conditions or limitations imposed by such Rating Agencies in connection therewith are complied with), the Servicer need not make the daily remittances required by such clause (a), but in lieu thereof, shall remit all Estimated Environmental Control Charge Collections (from whatever source) and all proceeds of other Collateral of such Issuer, if any, received by the Servicer during any Collection Period to the Indenture Trustee, for deposit pursuant to the Indenture, not later than the Business Day immediately preceding the 25th day of each month. (c) On or before each Remittance Date where the Servicer is not remitting a fixed sum on each date during the Billing Period, the Servicer will prepare and furnish to the 16 Issuer and the Indenture Trustee a statement setting forth the aggregate amount remitted or to be remitted by the Servicer to the Indenture Trustee for deposit on such Remittance Date pursuant to this Section 5.11 and the Indenture. (d) On or before each Reconciliation Date, the Servicer will reconcile Actual Environmental Control Charge Collections with Estimated Environmental Control Charge Collections in respect of the immediately preceding Reconciliation Period. The Master Servicer shall calculate the amount of any Remittance Shortfall or Excess Remittance for the immediately preceding Reconciliation Period, shall allocate such Remittance Shortfall or Excess Remittance to each outstanding Series ratably based on the Environmental Control Charges billed for such Series for such Reconciliation Period, and (A) if a Remittance Shortfall exists, the Servicer shall make a supplemental remittance, to the applicable General Subaccount of the applicable Collection Account for each Series within two (2) Servicer Business Days, or (B) if an Excess Remittance exists, the Servicer shall be deemed entitled either (i) to have received any collectionsreduce the amount of (A) each Daily Remittance, recoveries or payments with respect or, (B) if Mon Power has satisfied the conditions of Section 5.11(b), each Monthly Remittance, which the Servicer subsequently remits to the Mortgage Loans that are received by applicable General Subaccount of the applicable Collection Account for application to the amount of such Excess Remittance until the balance of such Excess Remittance has been reduced to zero, the amount of such reduction becoming the property of the Servicer or (ii) so long as such withdrawal would not cause the amounts on deposit in the applicable General Subaccount or the applicable Excess Funds Subaccount for any Series to be insufficient for the payment of the next installment of interest on the Environmental Control Bonds or principal due at maturity on the next Payment Date or upon acceleration on or before the next Payment Date, to be paid immediately from such General Subaccount or Excess Funds Subaccount such Series’ allocable share of the amount of such Excess Remittance, such payment becoming the property of the Servicer. If there is a Subservicer regardless Remittance Shortfall, the amount which the Servicer remits to the applicable General Subaccounts of whether such payments are remitted the applicable Collection Accounts on the relevant date set forth above shall be increased by the Subservicer to amount of such Remittance Shortfall, provided that remittance of such increase will be the Master Servicersole financial responsibility of the Servicer and shall neither be considered an Operating Expense nor be paid out of the Collection Account or included in the calculation of True-Up Adjustments.

Subservicing. (a) The Master Servicer may arrange may, with the prior written consent of the Indenture Trustee and each Rating Agency, enter into Subservicing Agreements for any servicing and administration of Home Loans with any institution which is in compliance with the subservicing laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and is an Eligible Servicer. The Servicer shall give prior written notice to the Issuer, the Indenture Trustee of the appointment of any Mortgage Loan by a subservicer (each, a "Subservicer") pursuant . The Servicer shall be entitled to a subservicing agreement (each, a "terminate any Subservicing Agreement"); provided that such subservicing arrangement and Agreement in accordance with the terms and conditions of such Subservicing Agreement and to either directly service the related Home Loans or enter into a Subservicing Agreement must provide for the servicing of such Mortgage Loans in with a manner consistent with the servicing arrangements contemplated successor subservicer which qualifies hereunder. . (b) Notwithstanding the provisions of any Subservicing Agreement, any of the provisions herein of this Agreement relating to agreements or arrangements between the Master Servicer or and a Subservicer or reference to actions taken through the Master Servicer a Subservicer or otherwise, the Master Servicer shall remain obligated and primarily liable to the DepositorIssuer, the Trust, the Indenture Trustee and the Certificateholders Securityholders for the servicing and administration administering of the Mortgage Home Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Home Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment payments on a Mortgage Loan Home Loans when the Subservicer has actually received such payments and, unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Servicer in servicing the Home Loans include actions taken or to be taken by a Subservicer has received such paymenton behalf of the Servicer. The Master Servicer shall be entitled to enter into an any agreement with a Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by the Master Servicer shall contain a provision giving the Master Servicer the option to terminate such agreement and at the Master Servicer's option, service the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. . (c) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Default), the successor Servicer, on behalf of the Issuer, the Indenture Trustee, and the Securityholders pursuant to Section 4.08, shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Trustee as Servicer may have entered into, unless the successor master servicer terminates a Servicer elects to terminate any Subservicing Agreement, the Trustee is entitled to be reimbursed for any costs and expenses it may incur relating to such termination and transfer of servicing Agreement in accordance with Section 9.05 hereofits terms. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer. (b) The Master successor Servicer shall be deemed to have received assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any collectionsliability or obligations under the Subservicing Agreements. The Servicer at its expense and without right of reimbursement therefor, recoveries shall, upon request of the successor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Home Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (d) As part of its servicing activities hereunder, the Servicer, for the benefit of the Issuer, the Indenture Trustee and the Securityholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Servicer, in its good faith business judgment, would require were it the owner of the related Home Loans. The Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, if any, that such recovery exceeds all amounts due in respect of the related Home Loan or payments (ii) from a specific recovery of costs, expenses or attorneys fees against the party against whom such enforcement is directed. (e) Any Subservicing Agreement that may be entered into and any other transactions or services relating to the Home Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone and none of the Issuer, the Indenture Trustee or the Securityholders shall be deemed parties thereto or shall have any claims, rights, obligations, duties or liabilities with respect to the Mortgage Loans that are received by a Subservicer regardless of whether in its capacity as such payments are remitted by the Subservicer to the Master Servicerexcept as set forth in Section 4.07(c) above.

Subservicing. Notwithstanding anything in this Agreement to the contrary, no subservicer (aother than an Approved Subservicer pursuant to an Approved Subservicing Agreement) The Master Servicer may arrange may: (i) perform the servicing function with respect to the Xxxxxxx Mac Mortgage Loans under the Xxxxxxx Xxx Servicing Contract; (ii) collect any funds relating to any Xxxxxxx Xxx Mortgage Loans; or (iii) receive any income, commission, compensation or fees as a subservicer or servicer with respect to Xxxxxxx Xxx Mortgage Loans for which Borrower is servicer of record for Xxxxxxx Xxx under the subservicing Xxxxxxx Xxx Servicing Contract. Any engagement by Borrower of any subservicer or servicer to perform the servicing function with respect to the Xxxxxxx Xxx Mortgage Loan by a subservicer (eachLoans for which Borrower is servicer of record for Xxxxxxx Xxx under the Servicing Contracts, a "Subservicer") other than an Approved Subservicer pursuant to a subservicing agreement (each, a "Subservicing Agreement"); provided that such subservicing arrangement and the terms of the related Subservicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Notwithstanding the provisions of any an Approved Subservicing Agreement, any shall be void ab initio and of no force and effect. In the event an Approved Subservicer is no longer an Approved Subservicer pursuant to an Approved Subservicing Agreement (a “Non-Approved Subservicer”) then, as of the provisions herein relating to agreements or arrangements between the Master Servicer or date it becomes a Subservicer or reference to actions taken through the Master Servicer or otherwiseNon-Approved Subservicer, the Master Servicer Approved Subservicing Agreement shall remain obligated be deemed terminated (“Terminated Approved Subservicing Agreement”) without any further action or notice from Xxxxxxx Xxx, and liable any rights or interests claimed by Lender pursuant to the Depositor, the Trust, the Trustee terms 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 liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and relating to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a Subservicer has received such payment. The Master Servicer shall be entitled to enter into an agreement with a Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by the Master Servicer shall contain a provision giving the Master Servicer the option to terminate such agreement and at the Master Servicer's option, service the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. In the event that the Trustee as successor master servicer terminates a Terminated Approved Subservicing Agreement, the Trustee is entitled to if any, shall be reimbursed for any costs subject and expenses it may incur relating to such termination and transfer of servicing subordinate in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant all respects to the related Subservicing Agreement shall be performed as an agent terms and provisions of the Master Servicer with the same force and effect as if performed directly by the Master ServicerXxxxxxx Xxx Requirements. (b) The Master Servicer shall be deemed to have received any collections, recoveries or payments with respect to the Mortgage Loans that are received by a Subservicer regardless of whether such payments are remitted by the Subservicer to the Master Servicer.

Subservicing. (ai) The Master Servicer may arrange for Borrower shall not permit any of the subservicing of Fannie Mae MSRs to be subject to any Mortgage Loan by a subservicer (each, a "Subservicer") pursuant to a subservicing agreement (each, a "servicing contrxxx xx xxxservicing arrangement that is not an Approved Subservicing Agreement", other than as permitted by the Fannie Mae Servicing Contract, the Fannie Mae Requirxxxxxx and subject to the prior wrixxxx xoxxxnt of Administrative Agent. (ii) The Borrower shall not, without the prior written consent of the Administrative Agent, which shall not be unreasonably withheld or delayed: (x) cancel or terminate any Approved Subservicing Agreement (other than as required by Fannie Mae); or (y) supplement, amend, restate, modixx xx waive any term or condition any Approved Subservicing Agreement (other than as required by Fannie Mae) that would be materially adverse to the xxxxxx xx the Administrative Agent or any Lender with respect to the Collateral. Notwithstanding the foregoing, subject in all respects to the Fannie Mae Requirements, the Borrower may terminate xxx Xxproved Subservicer with respect to any or all of the Mortgage Loans or transfer subservicing from any Approved Subservicer with respect to any or all of the Mortgage Loans subserviced by such Approved Subservicer without the consent of the Administrative Agent provided that such subservicing arrangement and is transferred to another Approved Subservicer under an Approved Subservicing Agreement. (iii) The Borrower shall not waive any default under, or breach of, any Approved Subservicing Agreement in a manner that is materially adverse to the rights of the Administrative Agent or any Lender with respect to the Collateral. During the existence of an event of default or servicer termination event (however defined) under any Approved Subservicing Agreement, the Borrower shall upon the request of the Administrative Agent, subject to the Fannie Mae Requirements, the terms of the related Subservicing applicable Xxxxxwxxxgment Agreement must provide for and Fannie Mae Servicing Contract, transfer the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Notwithstanding the provisions of any Subservicing Agreement, any of the provisions herein relating to agreements or arrangements between the Master Servicer or a Subservicer or reference to actions taken through the Master Servicer or otherwise, the Master Servicer shall remain obligated and liable to the Depositor, the Trust, 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 liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a Subservicer has received such payment. The Master Servicer shall be entitled to enter into an agreement with a Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by the Master Servicer shall contain a provision giving the Master Servicer the option to terminate such agreement and at the Master Servicer's option, service the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. In the event that the Trustee as successor master servicer terminates a Subservicing Agreement, the Trustee is entitled to be reimbursed for any costs and expenses it may incur relating to such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer. (b) The Master Servicer shall be deemed to have received any collections, recoveries or payments with respect servicinx xxxxting to the Mortgage Loans that are received to another Approved Subservicer within one hundred and twenty (120) days after a replacement has been approved by a Subservicer regardless of whether such payments are remitted by the Subservicer to the Master Servicer.Fannie Mae. 742613903 21686243

Subservicing. To the extent necessary for Servicer to comply with any applicable laws, regulations, codes or ordinances relating to Servicer's Loan Servicing obligations hereunder, and subject to the prior, written approval of Lender (a) The Master not to be unreasonably withheld or delayed), Servicer or Special Servicer, as the case may arrange for be, may subservice to any Person any of its Loan Servicing obligations hereunder; provided, however, that Servicer or Special Servicer, as the subservicing case may be, shall provide oversight and supervision with regard to the performance of all subcontracted services and any Mortgage Loan by a subservicer (each, a "Subservicer") pursuant to a subservicing agreement (each, a "Subservicing Agreement"); provided that such subservicing arrangement and the terms of the related Subservicing Agreement must provide for the servicing of such Mortgage Loans in a manner shall be consistent with the servicing arrangements contemplated hereunder. Notwithstanding and subject to the provisions of this Agreement. Neither the existence of any Subservicing Agreement, subservicing agreement nor any of the provisions herein relating to agreements or arrangements between the Master Servicer or a Subservicer or reference to actions taken through the Master Servicer or otherwise, the Master Servicer shall remain obligated and liable to the Depositor, the Trust, the Trustee and the Certificateholders for the servicing and administration of the Mortgage Loans in accordance with the provisions of this Agreement without diminution relating to subservicing shall relieve Servicer or Special Servicer, as the case may be, of its obligations to Owner hereunder. Notwithstanding any such obligation subservicing agreement, Servicer or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from Special Servicer, as the Subservicer and case may be, shall be obligated to the same extent and under the same terms and conditions as if Servicer or Special Servicer, as the Master Servicer case may be, alone were servicing and administering the Mortgage Loansrelated Investments in accordance with the terms of this Agreement. Servicer or Special Servicer, and neither as the Trustee nor case may be, shall be solely liable for all fees owed by it to any other party shall have any obligationssubservicer, duties regardless of whether Servicer's or liabilities with respect to such SubservicerSpecial Servicer's, including any obligationas the case may be, duty or liability of the Trustee or any other party compensation hereunder is sufficient to pay such Subservicerfees. Owner shall have no obligation or liability to any subservicer as a result of Owner's fees entry into this Agreement. Each subservicing agreement must be in writing and expensesprovide that it automatically terminates or otherwise no longer applies to any of the Investments, without payment of any termination fee by Owner, upon the termination of this Agreement. For purposes Servicer or Special Servicer, as the case may be, at its own expense, shall provide Lender and Owner with copies of remittance all subservicing agreements upon request. Each sub-servicer must be authorized to transact business in the applicable state(s), if, and to the Trustee pursuant extent, required by applicable law to this Agreement, enable the Master Servicer shall be deemed sub-servicer to have received a payment on a Mortgage Loan when a Subservicer has received such payment. The Master Servicer shall be entitled to enter into an agreement with a Subservicer to provide for the delivery of reports perform its obligations hereunder and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by the Master Servicer shall contain a provision giving the Master Servicer the option to terminate such agreement and at the Master Servicer's option, service the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant to under the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of sub-servicing shall be the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. In the event that the Trustee as successor master servicer terminates a Subservicing Agreement, the Trustee is entitled to be reimbursed for any costs and expenses it may incur relating to such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Serviceragreement. (b) The Master Servicer shall be deemed to have received any collections, recoveries or payments with respect to the Mortgage Loans that are received by a Subservicer regardless of whether such payments are remitted by the Subservicer to the Master Servicer.

Subservicing. (a) The Master Servicer may arrange enter into subservicing agreements with one or more subservicers (including subsidiaries or affiliates of the Master Servicer or the Depositor) for the servicing and administration of the Mortgage Loans. The Special Servicer may enter into subservicing agreements with one or more subservicers (including subsidiaries or affiliates of any the Special Servicer or the Depositor) for the servicing and administration of the Mortgage Loans; provided, however, that after the Delivery Date, the Special Servicer shall not enter into a subservicing agreement with a new subservicer without the Directing Certificateholder's prior written consent and unless either (a) Fitch shall have confirmed in writing to the Trustee that such contract will not result in a qualification, downgrade or withdrawal of the then current ratings on the Certificates or (b) such contract relates to the Canadian Loan or (c) such contract relates to less than 25% of the Mortgage Loans by outstanding principal balance, calculated as of the most recent Distribution Date. References in this Agreement to actions taken or to be taken by the Master Servicer or the Special Servicer in servicing the Mortgage Loans include actions taken or to be taken by a subservicer (each, a "Subservicer") pursuant to a subservicing agreement (each, a "Subservicing Agreement"); provided that such subservicing arrangement and the terms of the related Subservicing Agreement must provide for the servicing on behalf of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunderMaster Servicer or Special Servicer. Notwithstanding the provisions of any Subservicing Agreementsubservicing agreement, any of the provisions herein of this Agreement relating to agreements or arrangements between the Master either Servicer or and a Subservicer subservicer or reference to actions taken through the Master Servicer such Persons or otherwise, the Master such Servicer shall remain obligated and liable to the Depositor, the Trust, the Trustee and the Certificateholders for the servicing and administration administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements subservicing agreements or arrangements arrangements, or by virtue of indemnification from the Subservicer a subservicer, and to the same extent and under the same terms and conditions as if the Master such Servicer alone were servicing and administering the Mortgage Loans, Loans and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a Subservicer has received such paymentpay the fees for any subservicer from its own funds. The Master Each Servicer shall be entitled to enter into an any agreement with a Subservicer to provide for the delivery of reports and subservicer for indemnification of the Master such Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every Any subservicing agreement that may be entered into and any other transactions or servicing arrangements relating to the Mortgage Loans involving a subservicer shall be deemed to be between the subservicer and the related Servicer, and none of the Trustee, the Certificateholders nor the Depositor shall be deemed parties thereto and none of such Persons shall have claims or rights (except as specified below), nor obligations, duties or liabilities with respect to the subservicer; provided that the Trustee and the Certificateholders may rely upon the representations and warranties of the subservicer contained therein and each of the Trustee and the Depositor shall be a third party beneficiary of the covenants and other provisions setting forth obligations of the subservicer therein. If the Trustee or any successor Servicer assumes the obligations of the Master Servicer or the Special Servicer, as applicable, in accordance with this Agreement, the Trustee or such successor Servicer may, at its option, (i) terminate any subservicing agreement entered into by the Master Servicer shall contain or Special Servicer, with cause without payment of a provision giving termination fee, or (ii) assume and succeed to all of the rights and obligations of the Master Servicer or Special Servicer under any subservicing agreement, subject to the option to terminate such agreement and at the Master Servicer's option, service terms of the related Mortgage Loans itself pursuant to this Agreement subservicing agreement. In the event the Trustee or arrange for any servicing responsibilities to be performed pursuant to such successor Servicer assumes the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense obligations of the Master ServicerServicer or the Special Servicer hereunder, without any right it shall be deemed to reimbursement from have assumed all of the interest of the Master Servicer Collection Account or Special Servicer therein (but not any liabilities or obligations in respect of acts or omissions of the Master Servicer or Special Servicer prior to such deemed assumption) and to have replaced the Master Servicer or the Distribution AccountSpecial Servicer, as applicable, as a party to such subservicing agreement to the same extent as if such subservicing agreement had been assigned to the Trustee or such successor Servicer, except that the Master Servicer or the Special Servicer shall not thereby be relieved of any liability or obligations under such subservicing agreement that accrued prior to the assumption of duties hereunder by the Trustee or such successor Servicer. No subservicer may modify the terms of a Mortgage Loan or initiate foreclosure proceedings with respect to any Mortgaged Property without the approval of the related Servicer. In the event that the Trustee as or any successor master servicer terminates a Subservicing Agreement, Servicer assumes the Trustee is entitled to be reimbursed for any costs and expenses it may incur relating to such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent obligations of the Master Servicer with or the same force and effect Special Servicer, as if performed directly by applicable, upon request of the Trustee or such successor Servicer, the Master Servicer. (b) The Master Servicer shall be deemed or Special Servicer shall, at its own expense, promptly deliver to have received the Trustee or such successor Servicer all documents and records relating to any collections, recoveries or payments with respect to subservicing agreement and the Mortgage Loans that are received by a Subservicer regardless then being serviced thereunder, and the Servicer will otherwise use its best efforts to effect the orderly and efficient transfer of whether such payments are remitted by the Subservicer any subservicing agreement to the Master Trustee or such successor Servicer.

Subservicing. (a) The Master Servicer may arrange may, with the prior written consent of the Securities Insurer and the Indenture Trustee, enter into Subservicing Agreements for any servicing and administration of Home Loans with any institution which is in compliance with the subservicing laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and is an Eligible Servicer. The Servicer shall give prior written notice to the Issuer, the Indenture Trustee and the Securities Insurer of the appointment of any Mortgage Loan by a subservicer (each, a "Subservicer") pursuant . The Servicer shall be entitled to a subservicing agreement (each, a "terminate any Subservicing Agreement"); provided that such subservicing arrangement and Agreement in accordance with the terms and conditions of such Subservicing Agreement and to either directly service the related Home Loans or enter into a Subservicing Agreement must provide for the servicing of such Mortgage Loans in with a manner consistent with the servicing arrangements contemplated successor subservicer which qualifies hereunder. 62 (b) Notwithstanding the provisions of any Subservicing Agreement, any of the provisions herein of this Agreement relating to agreements or arrangements between the Master Servicer or and a Subservicer or reference to actions taken through the Master Servicer a Subservicer or otherwise, the Master Servicer shall remain obligated and primarily liable to the DepositorIssuer, the TrustIndenture Trustee, the Trustee Securities Insurer and the Certificateholders Securityholders for the servicing and administration administering of the Mortgage Home Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Home Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment payments on a Mortgage Loan Home Loans when the Subservicer has actually received such payments and, unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Servicer in servicing the Home Loans include actions taken or to be taken by a Subservicer has received such paymenton behalf of the Servicer. The Master Servicer shall be entitled to enter into an any agreement with a Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by the Master Servicer shall contain a provision giving the Master Servicer the option to terminate such agreement and at the Master Servicer's option, service the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. In the event that the Trustee as successor master servicer terminates a Subservicing Agreement, the Trustee is entitled to be reimbursed for any costs and expenses it may incur relating to such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer. (b) The Master Servicer shall be deemed to have received any collections, recoveries or payments with respect to the Mortgage Loans that are received by a Subservicer regardless of whether such payments are remitted by the Subservicer to the Master Servicer.

Subservicing. (a) The From the Closing Date until the Subservicing Termination Date, Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer (eachhereby authorizes and directs Subservicer to service, a "Subservicer") pursuant to a subservicing agreement (each, a "Subservicing Agreement"); provided that such subservicing arrangement and the terms of the related Subservicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Notwithstanding the provisions of any Subservicing AgreementSubservicer hereby agrees to service, any of the provisions herein relating to agreements or arrangements between the Master Servicer or a Subservicer or reference to actions taken through the Master Servicer or otherwise, the Master Servicer shall remain obligated and liable to the Depositor, the Trust, the Trustee and the Certificateholders for the servicing and administration of the Mortgage Loans in accordance with as Subservicer on behalf and at the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a Subservicer has received such payment. The Master Servicer shall be entitled to enter into an agreement with a Subservicer to provide for the delivery of reports and for indemnification direction of the Master Servicer by such Subservicer, and nothing contained as provided in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by the Master Servicer shall contain a provision giving the Master Servicer the option to terminate such agreement and at the Master Servicer's option, service the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. In the event that the Trustee as successor master servicer terminates a Subservicing Agreement, the Trustee is entitled to be reimbursed for any costs and expenses it may incur relating to such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer. (b) The Subservicer shall perform all tasks and responsibilities necessary to satisfy the requirements set forth under the Task Description, in each case in a manner not inconsistent with the Pooling and Servicing Agreement. (c) On or before the Closing Date the Subservicer shall establish the Subservicer Collection Account, which shall be an Eligible Account, notify the Master Servicer in writing of the name and address of the depository institution at which the Subservicer Collection Account is maintained and the number of the Subservicer Collection Account. The Subservicer shall be deemed deliver to have received the Master Servicer prior written notice of any collectionschange in the location, recoveries name or address of the applicable depository institution or account number of the Subservicer Collection Account. (d) The Subservicer shall make efforts consistent with the Servicing Standard to collect all monthly payments of principal and interest with respect to the Mortgage Loans (except for payments due on or prior to the Cut-Off Date), as well as late charges, default interest, Prepayment Premiums, Insurance Proceeds, condemnation proceeds and any and all other amounts due from the Mortgagor or a third party with respect to the Mortgage Loans pursuant to the mortgage loan documents for each Mortgage Loan; provided, however, that with respect to any payments that are required under the terms of the applicable mortgage loan documents to be made directly to a Person other than the holder of the related Mortgage Loan, the Subservicer shall use efforts consistent with the Servicing Standard to cause such payments to be made. The Subservicer shall deposit all payments and collections received by the Subservicer into the Subservicer Collection Account on a daily basis; provided, however, that the Subservicer regardless shall be entitled to retain and pay to itself the related Subservicing Fee from the interest portion of whether any such payments. Payments and collections on the Mortgage Loans received by the Subservicer, including any full or partial prepayments, payments at maturity or other payoffs, that are remitted made in accordance with the related Mortgage Loan documents shall be posted by the Subservicer to the Mortgagor records maintained by the Subservicer not more than two Business Days after receipt and shall be allocated to principal, interest or other items (e.g., escrow) in accordance with the related Mortgage Loan documents. On a monthly or more frequent basis, the Subservicer shall maintain records documenting the Subservicer's collection efforts in connection with any delinquencies that may arise and such records shall describe the Subservicer's activities in monitoring delinquent Mortgage Loans, including, for example, phone calls, letters and other communications. (e) The Subservicer shall not withdraw funds from the Subservicer Collection Account, except as follows: (1) on the Subservicer Remittance Date occurring in each month, the Subservicer shall remit to the Master Servicer by wire transfer of immediately available funds any and all amounts on deposit in the Subservicer Collection Account as of the close of business on the Subservicer Determination Date occurring in such month (net of any amounts permitted to be withdrawn prior thereto), other than any amounts that represent Scheduled Payments received for a Due Date occurring after such Subservicer Determination Date; (2) the Subservicer shall remit to the Master Servicer by wire transfer of immediately available funds within one Business Day following the receipt thereof any late payments and any principal prepayments or other unscheduled payments or Balloon Payments (in each case including the related interest payment paid by the Mortgagor); (3) the Subservicer shall be entitled to withdraw and pay to itself any investment or other income earned on amounts on deposit in the Subservicer Collection Account to the extent provided below; (4) the Subservicer shall withdraw and pay to itself each other item of compensation to which it is entitled (but only from the amounts from which such compensation is payable as otherwise provided herein) and (5) the Subservicer shall be entitled to withdraw from the Subservicer Collection Account at any time any amounts on deposit therein that were not required to be deposited into the Subservicer Collection Account. The Subservicer shall provide the Master Servicer immediate notice of the Subservicer becoming aware that any Principal Prepayment is to be made on any Determination Date. The Subservicer shall keep and maintain separate accounting for the purpose of justifying any withdrawals made from the Subservicer Collection Account. In the event any payments received by Subservicer becomes NSF after the monies associated with that payment have been remitted to the Master Servicer, the Master Servicer will return such moneys to Subservicer by wire transfer in immediately available funds within one Business Day following notice from the Subservicer. Funds in the Subservicer Collection Account may be invested and, if invested, shall be invested by, and at the risk of, the Subservicer in Eligible Investments selected by the Subservicer which shall mature, unless payable on demand, not later than the Business Day immediately preceding the next date on which such funds are required to be remitted to the Master Servicer, and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Permitted Investments shall be made in the name of "The Bank of New York Trust Company, National Association, as Trustee for the Holders of the Morgan Stanley Capital I Trust 2007-IQ14, Commercial Mortgage Pass-Xxxxxxh Xxxxxxicates, Series 2007-IQ14." An amount equal to all income and gain realized from any such investment shall be for the account of the Subservicer as additional servicing compensation and the Subservicer shall be entitled to withdraw such income and gain from the Subservicer Collection Account at any time and from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Subservicer, which shall deposit the amount of such loss (to the extent such loss is not offset by income from other investments) in the Subservicer Collection Account out of its own funds immediately as realized. (f) With respect to escrow or reserve payments as listed on the Task Description, the Subservicer shall collect escrow or reserve amounts with respect to the Mortgage Loans, and shall deposit such funds in an escrow account (the "Subservicer Escrow Account"), which shall be an Eligible Account, and shall maintain, disburse and account for such funds as provided in the Task Description, for real estate taxes, insurance and reserves, and escrows for repairs, replacements, principal and interest payments and lease payments, and any other matters specified in any agreement in which funds are held at the time, and in the manner and for the purposes as otherwise required or delineated in the mortgage loan documents for each Mortgage Loan and with respect to the Master Servicer under the Pooling and Servicing Agreement. The Subservicer may direct the investment of such funds subject to and in accordance with the criteria and requirements set forth in the Pooling and Servicing Agreement relating to Escrow Accounts, including without limitation the obligation to deposit into the Subservicer Escrow Account the amount of any investment losses to the extent required in the Pooling and Servicing Agreement. The Subservicer shall have the benefit and shall retain all interest and income earned on the Subservicer Escrow Account for the Mortgage Loans that is not paid to Mortgagors. In connection with such funds and all other funds (if any) held by or maintained under the control of the Subservicer hereunder on behalf of the Mortgagors, the Subservicer shall analyze such funds (according to the related Mortgage Loan documents) not less frequently than annually; the Subservicer shall pay or credit to the related Mortgagors interest or income on such funds to which they are entitled, all in accordance with the related Mortgage Loan documents and applicable state law; and the Subservicer shall return the remainder of such funds to the Mortgagor within 30 days following the full repayment of the related Mortgage Loan. If the Subservicer is required under this Agreement to make payments or disbursements to third parties (such as tax or insurance payments) on behalf of a Mortgagor from funds held by or maintained under the control of the Subservicer hereunder on behalf of such Mortgagor, such payment or disbursement shall be made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the Subservicer at least 30 calendar days prior to these dates. Any late payment penalties in connection with any such payment or disbursement to be made on behalf of a Mortgagor shall be paid from the Subservicer's funds (without right of reimbursement therefor) and not charged to the Mortgagor, unless the late payment was due to the Mortgagor's error or omission. Any such payments or disbursements made on behalf of a Mortgagor shall be posted by the Subservicer to the Mortgagor records maintained by the Subservicer, in each case within two Business Days after the payment or disbursement. (g) Notwithstanding any contrary provision of the Task Description, the Subservicer shall actively monitor each Mortgagor to determine whether it is maintaining insurance coverage required by the related mortgage loan documents and the Pooling and Servicing Agreement. If at any time the Subservicer determines that any Mortgagor may not be maintaining or does not maintain terrorism or other insurance coverage required by the mortgage loan documents and the Pooling and Servicing Agreement, the Subservicer shall promptly notify the Master Servicer of such possible or actual failure and, if requested, provide the Master Servicer with details of the Mortgagor's insurance coverage. The Master Servicer will make (i) the determination of whether or not the insurance coverage meets the requirements of the mortgage loan documents and the Pooling and Servicing Agreement, including any assessment of the availability of such insurance at commercial reasonable rates and terms, (ii) any decision to advance or force place insurance and (iii) any determination to waive or enforce any such insurance requirement.

Subservicing. (a) The Master Servicer or Special Servicer, as the case may arrange for the subservicing be, may delegate any of any Mortgage Loan by a subservicer (each, a "Subservicer") pursuant its obligations hereunder to a sub-servicer (so long as such Person is a Qualified Servicer); provided, however, that the Servicer or Special Servicer, as the case may be, shall provide oversight and supervision with regard to the performance of all subcontracted services and (i) any subservicing agreement (each, a "Subservicing Agreement"); provided that such subservicing arrangement and the terms of the related Subservicing Agreement must provide for the servicing of such Mortgage Loans in a manner shall be consistent with the servicing arrangements contemplated hereunder. Notwithstanding the provisions of any Subservicing Agreement, any of the provisions herein relating and subject to agreements or arrangements between the Master Servicer or a Subservicer or reference to actions taken through the Master Servicer or otherwise, the Master Servicer shall remain obligated and liable to the Depositor, the Trust, the Trustee and the Certificateholders for the servicing and administration of the Mortgage Loans in accordance with the provisions of this Agreement and (ii) no sub-servicer retained shall foreclose on any Commercial Real Estate Loan or grant any modification, waiver, or amendment to the Loan Documents without diminution the approval of the Servicer or the Special Servicer, as the case may be. Neither the existence of any subservicing agreement nor any of the provisions of this Agreement relating to subservicing shall relieve the Servicer or Special Servicer, as the case may be, of its obligations to the Issuer hereunder. Notwithstanding any such obligation subservicing agreement, the Servicer or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from Special Servicer, as the Subservicer and case may be, shall be obligated to the same extent and under the same terms and conditions as if the Master Servicer or the Special Servicer, as the case may be, alone were was servicing and administering the Mortgage Loansrelated Commercial Real Estate Loans in accordance with the terms of this Agreement. The Servicer or Special Servicer, and neither as the Trustee nor case may be, shall be solely liable for all fees owed by it to any other party shall have any obligationssubservicer, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability regardless of whether the compensation hereunder of the Trustee Servicer or any other party Special Servicer, as the case may be, is sufficient to pay such Subservicer's fees fees. The Servicer and expenses. For purposes the Special Servicer shall be permitted to provide a copy of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed Indenture and the Collateral Interest Purchase Agreement to have received a payment on a Mortgage Loan when a Subservicer has received such payment. The Master Servicer shall be entitled to enter into an agreement with a Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into any sub-servicer retained by the Master Servicer shall contain a provision giving or the Master Servicer the option to terminate such agreement and at the Master Servicer's option, service the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense of the Master Special Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. In the event that the Trustee as successor master servicer terminates a Subservicing Agreement, the Trustee is entitled to be reimbursed for any costs and expenses it may incur relating to such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicerapplicable. (b) The Master Servicer Each sub-servicer shall be deemed (i) authorized to have received any collectionstransact business in the applicable state(s), recoveries or payments with respect if, and to the Mortgage Loans that are received extent, required by a Subservicer regardless of whether such payments are remitted by applicable law to enable the Subservicer sub-servicer to perform its obligations hereunder and under the applicable sub-servicing agreement, and (ii) qualified to service investments comparable to the Master ServicerCommercial Real Estate Loans.

Subservicing. (ai) The Master Servicer may arrange for Borrower shall not permit any of the Xxxxxx Xxx MSRs to be subject to any servicing contract or subservicing of any Mortgage Loan by a subservicer (each, a "Subservicer") pursuant to a subservicing agreement (each, a "arrangement that is not an Approved Subservicing Agreement", other than as permitted by the Xxxxxx Xxx Servicing Contract, the Xxxxxx Xxx Requirements and subject to the prior written consent of Administrative Agent. (ii) The Borrower shall not, without the prior written consent of the Administrative Agent, which shall not be unreasonably withheld or delayed: (x) cancel or terminate any Approved Subservicing Agreement (other than as required by Xxxxxx Xxx); or (y) supplement, amend, restate, modify or waive any term or condition any Approved Subservicing Agreement (other than as required by Xxxxxx Xxx) that would be materially adverse to the rights of the Administrative Agent or any Lender with respect to the Collateral. Notwithstanding the foregoing, subject in all respects to the Xxxxxx Xxx Requirements, the Borrower may terminate any Approved Subservicer with respect to any or all of the Mortgage Loans or transfer subservicing from any Approved Subservicer with respect to any or all of the Mortgage Loans subserviced by such Approved 742613903 21686243 Subservicer without the consent of the Administrative Agent provided that such subservicing arrangement and is transferred to another Approved Subservicer under an Approved Subservicing Agreement. (iii) The Borrower shall not waive any default under, or breach of, any Approved Subservicing Agreement in a manner that is materially adverse to the rights of the Administrative Agent or any Lender with respect to the Collateral. During the existence of an event of default or servicer termination event (however defined) under any Approved Subservicing Agreement, the Borrower shall upon the request of the Administrative Agent, subject to the Xxxxxx Xxx Requirements, the terms of the related Subservicing applicable Acknowledgment Agreement must provide for and Xxxxxx Xxx Servicing Contract, transfer the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Notwithstanding the provisions of any Subservicing Agreement, any of the provisions herein relating to agreements or arrangements between the Master Servicer or a Subservicer or reference to actions taken through the Master Servicer or otherwise, the Master Servicer shall remain obligated and liable to the Depositor, the Trust, 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 liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a Subservicer has received such payment. The Master Servicer shall be entitled to enter into an agreement with a Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by the Master Servicer shall contain a provision giving the Master Servicer the option to terminate such agreement and at the Master Servicer's option, service the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. In the event that the Trustee as successor master servicer terminates a Subservicing Agreement, the Trustee is entitled to be reimbursed for any costs and expenses it may incur relating to such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer. (b) The Master Servicer shall be deemed to have received any collections, recoveries or payments with respect to the Mortgage Loans that are received to another Approved Subservicer within one hundred and twenty (120) days after a replacement has been approved by a Subservicer regardless of whether such payments are remitted by the Subservicer to the Master ServicerXxxxxx Xxx.

Subservicing. (a) The Master Servicer may arrange may, with the prior written ------------ consent of the Indenture Trustee and each Rating Agency, enter into Subservicing Agreements for any servicing and administration of Home Loans with any institution which is in compliance with the subservicing laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and is an Eligible Servicer. The Servicer shall give prior written notice to the Issuer, the Indenture Trustee of the appointment of any Mortgage Loan by a subservicer (each, a "Subservicer") pursuant . The Servicer shall be entitled to a subservicing agreement (each, a "terminate any Subservicing Agreement"); provided that such subservicing arrangement and Agreement in accordance with the terms and conditions of such Subservicing Agreement and to either directly service the related Home Loans or enter into a Subservicing Agreement must provide for the servicing of such Mortgage Loans in with a manner consistent with the servicing arrangements contemplated successor subservicer which qualifies hereunder. . (b) Notwithstanding the provisions of any Subservicing Agreement, any of the provisions herein of this Agreement relating to agreements or arrangements between the Master Servicer or and a Subservicer or reference to actions taken through the Master Servicer a Subservicer or otherwise, the Master Servicer shall remain obligated and primarily liable to the DepositorIssuer, the Trust, the Indenture Trustee and the Certificateholders Securityholders for the servicing and administration administering of the Mortgage Home Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Home Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment payments on a Mortgage Loan Home Loans when the Subservicer has actually received such payments and, unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Servicer in servicing the Home Loans include actions taken or to be taken by a Subservicer has received such paymenton behalf of the Servicer. The Master Servicer shall be entitled to enter into an any agreement with a Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by the Master Servicer shall contain a provision giving the Master Servicer the option to terminate such agreement and at the Master Servicer's option, service the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. . (c) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Default), the successor Servicer, on behalf of the Issuer, the Indenture Trustee, and the Securityholders pursuant to Section 4.08, shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Trustee as Servicer may have entered into, unless the successor master servicer terminates a Servicer elects to terminate any Subservicing Agreement, the Trustee is entitled to be reimbursed for any costs and expenses it may incur relating to such termination and transfer of servicing Agreement in accordance with Section 9.05 hereofits terms. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer. (b) The Master successor Servicer shall be deemed to have received assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any collectionsliability or obligations under the Subservicing Agreements. The Servicer at its expense and without right of reimbursement therefor, recoveries shall, upon request of the successor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Home Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (d) As part of its servicing activities hereunder, the Servicer, for the benefit of the Issuer, the Indenture Trustee and the Securityholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Servicer, in its good faith business judgment, would require were it the owner of the related Home Loans. The Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, if any, that such recovery exceeds all amounts due in respect of the related Home Loan or payments (ii) from a specific recovery of costs, expenses or attorneys fees against the party against whom such enforcement is directed. (e) Any Subservicing Agreement that may be entered into and any other transactions or services relating to the Home Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone and none of the Issuer, the Indenture Trustee or the Securityholders shall be deemed parties thereto or shall have any claims, rights, obligations, duties or liabilities with respect to the Mortgage Loans that are received by a Subservicer regardless of whether in its capacity as such payments are remitted by the Subservicer to the Master Servicerexcept as set forth in Section 4.07(c) above.

Subservicing. (ai) The Master Servicer may arrange Upon payment of the Purchase Price, Purchaser shall own the servicing rights related to the Purchased Assets including the Mortgage File. Seller and Purchaser each agrees and acknowledges that the Purchased Assets sold hereunder shall be sold to Purchaser on a servicing released basis, and that Purchaser is engaging and hereby does engage Seller to provide subservicing of each Purchased Asset for the subservicing benefit of any Mortgage Loan by a subservicer (each, a "Subservicer") pursuant to a subservicing agreement (each, a "Subservicing Agreement")Purchaser; provided that such subservicing arrangement and with respect to one or more Purchased Assets, a Servicer other than the terms of Seller may subservice the related Subservicing Agreement must provide Purchased Assets for the servicing benefit of Purchaser. (ii) So long as a Mortgage Loan is outstanding, Seller shall neither assign, encumber or pledge its obligation to subservice such Mortgage Loans in whole or in part, nor delegate its rights or duties under this Agreement (other than to a manner consistent with Servicer) without the servicing arrangements contemplated hereunderprior written consent of Purchaser, the granting of which consent shall be in the sole discretion of Purchaser. Notwithstanding the provisions of any Subservicing Agreementforegoing, any of the provisions herein relating to agreements or arrangements between the Master Seller may engage Servicer or a Subservicer or reference another subservicer to actions taken through perform the Master Servicer or otherwise, the Master Servicer shall remain obligated and liable to the Depositor, the Trust, the Trustee and the Certificateholders for the actual servicing and administration of the Mortgage Loans in accordance with the provisions Loans; provided that (x) any of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer subservicer shall be deemed approved by Purchaser in writing in its sole discretion and (y) Seller shall deliver to have received Purchaser a payment on a Mortgage Loan when a Subservicer has received such payment. The Master Servicer shall be entitled to enter into an agreement with a Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by the Master Servicer shall contain a provision giving the Master Servicer the option to terminate such agreement and at the Master Servicer's option, service the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. In the event that the Trustee as successor master servicer terminates a Subservicing Agreement, the Trustee is entitled to be reimbursed for any costs and expenses it may incur relating to such termination and transfer of servicing duly executed Instruction Letter in accordance with Section 9.05 hereof10(b)(i)(G). All actions of each Subservicer performed pursuant Seller hereby acknowledges and agrees that (i) Purchaser is entering into this Agreement in reliance upon Seller’s representations as to the related Subservicing Agreement shall be performed as an agent adequacy of its financial standing, personnel, records, procedures, reputation and integrity, and the Master Servicer with continuance thereof; and (ii) Seller’s engagement hereunder to provide mortgage servicing for the same force and effect as if performed directly benefit of Purchaser is intended by the Master Servicerparties to be a “personal service contract” and Seller is hereunder intended by the parties to be an “independent contractor”. (biii) The Master Servicer shall be deemed subservice and administer the Purchased Assets it is subservicing on behalf of Purchaser in accordance with Accepted Servicing Practices. Servicer shall have no right to have received modify or alter the terms of any collections, recoveries such Purchased Asset or payments with respect consent to the Mortgage Loans modification or alteration of the terms of any such Purchased Asset. Servicer shall at all times maintain accurate and complete records of its servicing of the Purchased Assets it is subservicing on behalf of Purchaser, and Agent may, at any time during Servicer’s business hours on reasonable notice, examine and make copies of such Servicing Records. Seller agrees that are received by a Subservicer regardless Purchaser is the 100% beneficial owner of whether such payments are remitted by the Subservicer all Servicing Records relating to the Master ServicerPurchased Assets. Seller covenants to hold or cause to be held such Servicing Records, if any in its possession, for the benefit of Purchaser and to safeguard such Servicing Records and to deliver them promptly to Agent or its designee (including the Custodian) at Agent’s request or otherwise as required by operation of this Section 16.

Subservicing. (a) The Master Servicer may arrange may, with the prior written consent of the Indenture Trustee, the Grantor Trustee and prior written confirmation from each Rating Agency that such action will not result in a withdrawal or reduction of the then current ratings on any Class of Securities, enter into Subservicing Agreements for any servicing and administration of Home Loans with any institution which is in compliance with the subservicing laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and is an Eligible Servicer. The Servicer shall give prior written notice to the Issuer, the Indenture Trustee and the Grantor Trustee of the appointment of any Mortgage Loan by a subservicer (each, a "Subservicer") pursuant . The Servicer shall be entitled to a subservicing agreement (each, a "terminate any Subservicing Agreement"); provided that such subservicing arrangement and Agreement in accordance with the terms and conditions of such Subservicing Agreement and to either directly service the related Home Loans or enter into a Subservicing Agreement must provide for the servicing of such Mortgage Loans in with a manner consistent with the servicing arrangements contemplated successor subservicer which qualifies hereunder. . (b) Notwithstanding the provisions of any Subservicing Agreement, any of the provisions herein of this Agreement relating to agreements or arrangements between the Master Servicer or and a Subservicer or reference to actions taken through the Master Servicer a Subservicer or otherwise, the Master Servicer shall remain obligated and primarily liable to the DepositorGrantor Trustee, the Trust, the Trustee Grantor Trust Holder and the Certificateholders Securityholders for the servicing and administration administering of the Mortgage Home Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Home Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment payments on a Mortgage Loan Home Loans when the Subservicer has actually received such payments and, unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Servicer in servicing the Home Loans include actions taken or to be taken by a Subservicer has received such paymenton behalf of the Servicer. The Master Servicer shall be entitled to enter into an any agreement with a Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by the Master Servicer shall contain a provision giving the Master Servicer the option to terminate such agreement and at the Master Servicer's option, service the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. . (c) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Default), the successor Servicer, on behalf of the Issuer, the Indenture Trustee, the Grantor Trustee and the Securityholders pursuant to Section 4.08, shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Trustee as Servicer may have entered into, unless the successor master servicer terminates a Servicer elects to terminate any Subservicing Agreement, the Trustee is entitled to be reimbursed for any costs and expenses it may incur relating to such termination and transfer of servicing Agreement in accordance with Section 9.05 hereofits terms. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer. (b) The Master successor Servicer shall be deemed to have received assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any collectionsliability or obligations under the Subservicing Agreements. The Servicer at its expense and without right of reimbursement therefor, recoveries shall, upon request of the successor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Home Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (d) As part of its servicing activities hereunder, the Servicer, for the benefit of the Grantor Trustee, the Grantor Trust Holder, the Indenture Trustee and the Securityholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Servicer, in its good faith business judgment, would require were it the owner of the related Home Loans. The Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, if any, that such recovery exceeds all amounts due in respect of the related Home Loan or payments (ii) from a specific recovery of costs, expenses or attorneys fees against the party against whom such enforcement is directed. (e) Any Subservicing Agreement that may be entered into and any other transactions or services relating to the Home Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone and none of the Grantor Trustee, the Grantor Trust Holder, the Indenture Trustee or the Securityholders shall be deemed parties thereto or shall have any claims, rights, obligations, duties or liabilities with respect to the Mortgage Loans that are received by a Subservicer regardless of whether in its capacity as such payments are remitted by the Subservicer to the Master Servicerexcept as set forth in Section 4.07(c) above.

Subservicing. (a) The Master Servicer may arrange enter into subservicing agreements with one or more subservicers (including subsidiaries or affiliates of the Master Servicer or the Depositor) for the servicing and administration of the Mortgage Loans. The Special Servicer may enter into subservicing agreements with one or more subservicers (including subsidiaries or affiliates of any the Special Servicer or the Depositor) for the servicing and administration of the Mortgage Loan Loans; provided, however, that after the Delivery Date, the Special Servicer shall not enter into a subservicing agreement with a new subservicer unless either (a) Fitch shall have confirmed in writing to the Trustee that such contract will not result in a qualification, downgrade or withdrawal of the then current ratings on the Certificates or (b) such contract relates to less than 25% of the Mortgage Loans by outstanding principal balance. References in this Agreement to actions taken or to be taken by the Master Servicer or the Special Servicer in servicing the Mortgage Loans include actions taken or to be taken by a subservicer (each, a "Subservicer") pursuant to a subservicing agreement (each, a "Subservicing Agreement"); provided that such subservicing arrangement and the terms of the related Subservicing Agreement must provide for the servicing on behalf of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunderMaster Servicer or Special Servicer. Notwithstanding the provisions of any Subservicing Agreementsubservicing agreement, any of the provisions herein of this Agreement relating to agreements or arrangements between the Master either Servicer or and a Subservicer subservicer or reference to actions taken through the Master Servicer such Persons or otherwise, the Master such Servicer shall remain obligated and liable to the Depositor, the Trust, the Trustee and the Certificateholders for the servicing and administration administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements subservicing agreements or arrangements arrangements, or by virtue of indemnification from the Subservicer a subservicer, and to the same extent and under the same terms and conditions as if the Master such Servicer alone were servicing and administering the Mortgage Loans, Loans and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a Subservicer has received such paymentpay the fees for any subservicer from its own funds. The Master Each Servicer shall be entitled to enter into an any agreement with a Subservicer to provide for the delivery of reports and subservicer for indemnification of the Master such Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every Any subservicing agreement that may be entered into and any other transactions or servicing arrangements relating to the Mortgage Loans involving a subservicer shall be upon terms and conditions consistent with this Agreement and shall be deemed to be between the subservicer and the related Servicer, and none of the Trustee, the Certificateholders nor the Depositor shall be deemed parties thereto and none of such Persons shall have claims or rights (except as specified below), nor obligations, duties or liabilities with respect to the subservicer; provided that the Trustee and the Certificateholders may rely upon the representations and warranties of the subservicer contained therein and each of the Trustee and the Depositor shall be a third party beneficiary of the covenants and other provisions setting forth obligations of the subservicer therein. If the Trustee or any successor Servicer assumes the obligations of the Master Servicer or the Special Servicer, as applicable, in accordance with this Agreement, the Trustee or such successor Servicer may, at its option, (i) terminate any subservicing agreement entered into by the Master Servicer shall contain or Special Servicer without payment of a provision giving termination fee, or (ii) succeed to all of the rights and obligations of the Master Servicer or Special Servicer under any subservicing agreement, subject to the option to terminate such agreement and at the Master Servicer's option, service terms of the related Mortgage Loans itself pursuant to this Agreement subservicing agreement. In the event the Trustee or arrange for any servicing responsibilities to be performed pursuant to such successor Servicer assumes the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense obligations of the Master ServicerServicer or the Special Servicer hereunder, without any right it shall be deemed to reimbursement from have assumed all of the interest of the Master Servicer Collection Account or Special Servicer therein (but not any liabilities or obligations in respect of acts or omissions of the Master Servicer or Special Servicer prior to such deemed assumption) and to have replaced the Master Servicer or the Distribution AccountSpecial Servicer, as applicable, as a party to such subservicing agreement to the same extent as if such subservicing agreement had been assigned to the Trustee or such successor Servicer, except that the Master Servicer or the Special Servicer shall not thereby be relieved of any liability or obligations under such subservicing agreement that accrued prior to the assumption of duties hereunder by the Trustee or such successor Servicer. No subservicer may modify the terms of a Mortgage Loan or initiate foreclosure proceedings with respect to any Mortgaged Property without the approval of the related Servicer. In the event that the Trustee as or any successor master servicer terminates a Subservicing Agreement, Servicer assumes the Trustee is entitled to be reimbursed for any costs and expenses it may incur relating to such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent obligations of the Master Servicer with or the same force and effect Special Servicer, as if performed directly by applicable, upon request of the Trustee or such successor Servicer, the Master Servicer. (b) The Master Servicer shall be deemed or Special Servicer shall, at its own expense, promptly deliver to have received the Trustee or such successor Servicer all documents and records relating to any collections, recoveries or payments with respect to subservicing agreement and the Mortgage Loans that are received by a Subservicer regardless then being serviced thereunder, and the Servicer will otherwise use its best efforts to effect the orderly and efficient transfer of whether such payments are remitted by the Subservicer any subservicing agreement to the Master Trustee or such successor Servicer.

Subservicing. (a) The Master Servicer and the Special Servicer may arrange enter into subservicing agreements with one or more subservicers (including subsidiaries or affiliates of the Servicer or the Depositor) for the subservicing servicing and administration of any the Mortgage Loan Loans. References in this Agreement to actions taken or to be taken by the Master Servicer or the Special Servicer in servicing the Mortgage Loans include actions taken or to be taken by a subservicer (each, a "Subservicer") pursuant to a subservicing agreement (each, a "Subservicing Agreement"); provided that such subservicing arrangement and the terms of the related Subservicing Agreement must provide for the servicing on behalf of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunderMaster Servicer or Special Servicer. Notwithstanding the provisions of any Subservicing Agreementsubservicing agreement, any of the provisions herein of this Agreement relating to agreements or arrangements between the Master either Servicer or and a Subservicer subservicer or reference to actions taken through the Master Servicer such Persons or otherwise, the Master such Servicer shall remain obligated and liable to the Depositor, the Trust, the Trustee and the Certificateholders for the servicing and administration administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements subservicing agreements or arrangements arrangements, or by virtue of indemnification from the Subservicer a subservicer, and to the same extent and under the same terms and conditions as if the Master such Servicer alone were servicing and administering the Mortgage Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a Subservicer has received such payment. The Master Each Servicer shall be entitled to enter into an any agreement with a Subservicer to provide for the delivery of reports and subservicer for indemnification of the Master such Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every Any subservicing agreement that may be entered into and any other transactions or servicing arrangements relating to the Mortgage Loans involving a subservicer shall be deemed to be between the subservicer and the related Servicer, and none of the Trustee, the Certificateholders nor the Depositor shall be deemed parties thereto and none of such Persons shall have claims or rights (except as specified below), nor obligations, duties or liabilities with respect to the subservicer; provided, that the Trustee and the Certificateholders may rely upon the representations and warranties of the subservicer contained therein and each of the Trustee and the Depositor shall be a third party beneficiary of the covenants and other provisions setting forth obligations of the subservicer therein. If the Trustee or any successor Servicer assumes the obligations of the Master Servicer or the Special Servicer, as applicable, in accordance with this Agreement, the Trustee or such successor Servicer may, at its option, (i) terminate any subservicing agreement entered into by the Master Servicer shall contain a provision giving or Special Servicer pursuant to this Section 3.13 or (ii) succeed to all of the rights and obligations of the Master Servicer or Special Servicer under any subservicing agreement, and any such subservicing agreement shall provide such right of termination or succession to the option to Trustee or such successor Servicer. Notwithstanding the foregoing, neither the Trustee nor a successor Servicer may terminate any such agreement and at the Master Servicer's optionsubservicing agreement, service unless otherwise permitted thereunder, unless it shall have been determined that the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant subservicer is not acceptable to the applicable Subservicing Agreement by a Rating Agencies or the Depositor. In such event, the Trustee or such successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing Servicer shall be deemed to have assumed all of the sole expense interest of the Master Servicer, without Servicer or Special Servicer therein (but not any right to reimbursement from liabilities or obligations in respect of acts or omissions of the Master Servicer Collection Account or Special Servicer prior to such deemed assumption) and to have replaced the Master Servicer or the Distribution AccountSpecial Servicer, as applicable, as a party to such subservicing agreement to the same extent as if such subservicing agreement had been assigned to the Trustee or such successor Servicer, except that the Master Servicer or the Special Servicer shall not thereby be relieved of any liability or obligations under such subservicing agreement that accrued prior to the assumption of duties hereunder by the Trustee or such successor Servicer. No subservicer may modify the terms of a Mortgage Loan or initiate foreclosure proceedings with respect to any Mortgaged Property without the approval of the Special Servicer. In the event that the Trustee as or any successor master servicer terminates a Subservicing Agreement, Servicer assumes the Trustee is entitled to be reimbursed for any costs and expenses it may incur relating to such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent obligations of the Master Servicer with or the same force and effect Special Servicer, as if performed directly by applicable, upon request of the Trustee or such successor Servicer, the Master Servicer. (b) The Master Servicer shall be deemed or Special Servicer shall, at its own expense, promptly deliver to have received the Trustee or such successor Servicer all documents and records relating to any collections, recoveries or payments with respect to subservicing agreement and the Mortgage Loans that are received by a Subservicer regardless then being serviced thereunder, and the Servicer will otherwise use its best efforts to effect the orderly and efficient transfer of whether such payments are remitted by the Subservicer any subservicing agreement to the Master Trustee or such successor Servicer.

Subservicing. (a) The From the Closing Date until the Subservicing Termination Date, Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer (eachhereby authorizes and directs Subservicer to service, a "Subservicer") pursuant to a subservicing agreement (each, a "Subservicing Agreement"); provided that such subservicing arrangement and the terms of the related Subservicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Notwithstanding the provisions of any Subservicing AgreementSubservicer hereby agrees to service, any of the provisions herein relating to agreements or arrangements between the Master Servicer or a Subservicer or reference to actions taken through the Master Servicer or otherwise, the Master Servicer shall remain obligated and liable to the Depositor, the Trust, the Trustee and the Certificateholders for the servicing and administration of the Mortgage Loans in accordance with as Subservicer on behalf and at the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a Subservicer has received such payment. The Master Servicer shall be entitled to enter into an agreement with a Subservicer to provide for the delivery of reports and for indemnification direction of the Master Servicer by such Subservicer, and nothing contained as provided in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by the Master Servicer shall contain a provision giving the Master Servicer the option to terminate such agreement and at the Master Servicer's option, service the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. In the event that the Trustee as successor master servicer terminates a Subservicing Agreement, the Trustee is entitled to be reimbursed for any costs and expenses it may incur relating to such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer. (b) The Subservicer shall perform all tasks and responsibilities necessary to satisfy the requirements set forth under the Task Description, in each case in a manner not inconsistent with the Pooling and Servicing Agreement. (c) On or before the Closing Date the Subservicer shall establish the Subservicer Collection Account, which shall be an Eligible Account, notify the Master Servicer in writing of the name and address of the depository institution at which the Subservicer Collection Account is maintained and the number of the Subservicer Collection Account. The Subservicer shall be deemed deliver to have received the Master Servicer prior written notice of any collectionschange in the location, recoveries name or address of the applicable depository institution or account number of the Subservicer Collection Account. (d) The Subservicer shall make efforts consistent with the Servicing Standard to collect all monthly payments of principal and interest with respect to the Mortgage Loans (except for payments due on or prior to the Cut-Off Date), as well as late charges, default interest, Prepayment Premiums, Insurance Proceeds, Condemnation Proceeds and any and all other amounts due from the Mortgagor or a third party with respect to the Mortgage Loans pursuant to the mortgage loan documents for each Mortgage Loan; provided, however, that with respect to any payments that are required under the terms of the applicable mortgage loan documents to be made directly to a Person other than the holder of the related Mortgage Loan, the Subservicer shall use efforts consistent with the Servicing Standard to cause such payments to be made. The Subservicer shall deposit all payments and collections received by the Subservicer into the Subservicer Collection Account on a daily basis; provided, however, that the Subservicer regardless shall be entitled to retain and pay to itself the related Subservicing Fee from the interest portion of whether any such payments. Payments and collections on the Mortgage Loans received by the Subservicer, including any full or partial prepayments, payments at maturity or other payoffs, that are remitted made in accordance with the related Mortgage Loan documents shall be posted by the Subservicer to the Mortgagor records maintained by the Subservicer not more than two Business Days after receipt and shall be allocated to principal, interest or other items (e.g., escrow) in accordance with the related Mortgage Loan documents. On a monthly or more frequent basis, the Subservicer shall maintain records documenting the Subservicer's collection efforts in connection with any delinquencies that may arise and such records shall describe the Subservicer's activities in monitoring delinquent Mortgage Loans, including, for example, phone calls, letters and other communications. (e) The Subservicer shall not withdraw funds from the Subservicer Collection Account, except as follows: (1) on the Subservicer Remittance Date occurring in each month, the Subservicer shall remit to the Master Servicer by wire transfer of immediately available funds any and all amounts on deposit in the Subservicer Collection Account as of the close of business on the Subservicer Determination Date occurring in such month (net of any amounts permitted to be withdrawn prior thereto), other than any amounts that represent Scheduled Payments received for a Due Date occurring after such Determination Date; (2) the Subservicer shall remit to the Master Servicer by wire transfer of immediately available funds within one Business Day following the receipt thereof any late payments and any principal prepayments or other unscheduled payments or Balloon Payments (in each case including the related interest payment paid by the Mortgagor); (3) the Subservicer shall be entitled to withdraw and pay to itself any investment or other income earned on amounts on deposit in the Subservicer Collection Account to the extent provided below; (4) the Subservicer shall withdraw and pay to itself each other item of compensation to which it is entitled (but only from the amounts from which such compensation is payable as otherwise provided herein) and (5) the Subservicer shall be entitled to withdraw from the Subservicer Collection Account at any time any amounts on deposit therein that were not required to be deposited into the Subservicer Collection Account. The Subservicer shall keep and maintain separate accounting for the purpose of justifying any withdrawals made from the Subservicer Collection Account. In the event any payments received by Subservicer becomes NSF after the monies associated with that payment have been remitted to the Master Servicer, the Master Servicer will return such moneys to Subservicer by wire transfer in immediately available funds within one Business Day following notice from the Subservicer. Funds in the Subservicer Collection Account may be invested and, if invested, shall be invested by, and at the risk of, the Subservicer in Eligible Investments selected by the Subservicer which shall mature, unless payable on demand, not later than the Business Day immediately preceding the next date on which such funds are required to be remitted to the Master Servicer, and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of "U.S. Bank National Association, as Trustee for the Holders of the Xxxxxx Xxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2006-HQ8." An amount equal to all income and gain realized from any such investment shall be for the account of the Subservicer as additional servicing compensation and the Subservicer shall be entitled to withdraw such income and gain from the Subservicer Collection Account at any time and from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Subservicer, which shall deposit the amount of such loss in the Subservicer Collection Account (to the extent such loss is not offset by income from other investments that is retained in the Subservicer Collection Account) out of its own funds immediately as realized. (f) With respect to escrow or reserve payments as listed on the Task Description, the Subservicer shall collect escrow or reserve amounts with respect to the Mortgage Loans, and shall deposit such funds in an escrow account, which shall be an Eligible Account, and shall maintain, disburse and account for such funds as provided in the Task Description, for real estate taxes, insurance and reserves, and escrows for repairs, replacements, principal and interest payments and lease payments, and any other matters specified in any agreement in which funds are held at the time, and in the manner and for the purposes as otherwise required or delineated in the mortgage loan documents for each Mortgage Loan and with respect to the Master Servicer under the Pooling and Servicing Agreement. The Subservicer may direct the investment of such funds subject to and in accordance with the criteria and requirements set forth in the Pooling and Servicing Agreement relating to Escrow Accounts, including without limitation the obligation to deposit into the Escrow Account the amount of any investment losses to the extent required in the Pooling and Servicing Agreement. The Subservicer shall have the benefit and shall retain all interest and income earned on the Escrow Accounts for the Mortgage Loans that is not paid to Mortgagors. In connection with such funds and all other funds (if any) held by or maintained under the control of the Subservicer hereunder on behalf of the Mortgagors, the Subservicer shall analyze such funds (according to the related Mortgage Loan documents) not less frequently than annually; the Subservicer shall pay or credit to the related Mortgagors interest or income on such funds to which they are entitled, all in accordance with the related Mortgage Loan documents and applicable state law; and the Subservicer shall return the remainder of such funds to the Mortgagor within 30 days following the full repayment of the related Mortgage Loan. If the Subservicer is required under this Agreement to make payments or disbursements to third parties (such as tax or insurance payments) on behalf of a Mortgagor from funds held by or maintained under the control of the Subservicer hereunder on behalf of such Mortgagor, such payment or disbursement shall be made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the Subservicer at least 30 calendar days prior to these dates. Any late payment penalties in connection with any such payment or disbursement to be made on behalf of a Mortgagor shall be paid from the Subservicer's funds (without right of reimbursement therefor) and not charged to the Mortgagor, unless the late payment was due to the Mortgagor's error or omission. Any such payments or disbursements made on behalf of a Mortgagor shall be posted by the Subservicer to the Mortgagor records maintained by the Subservicer, in each case within two Business Days after the payment or disbursement. (g) Notwithstanding any contrary provision of the Task Description, if at any time that the Subservicer determines that any Mortgagor may not or does not maintain terrorism insurance required by the mortgage loan documents and the Pooling and Servicing Agreement, the Subservicer shall promptly notify the Master Servicer of such possible or actual failure and, if requested, provide the Master Servicer with details of the Mortgagor's insurance coverage. The Master Servicer will make (i) the determination of whether or not the insurance coverage meets the requirements of the mortgage loan documents and the Pooling and Servicing Agreement, including any assessment of the availability of such insurance at commercial reasonable rates and terms, (ii) any decision to advance or force place insurance and (iii) any determination to waive or enforce any such insurance requirement.

Subservicing. (a) The Master Servicer and the Special Servicer may arrange enter into subservicing agreements with one or more subservicers (including subsidiaries or affiliates of the Servicer) for the subservicing servicing and administration of any the Mortgage Loan Loans. References in this Agreement to actions taken or to be taken by the Master Servicer or the Special Servicer in servicing the Mortgage Loans include actions taken or to be taken by a subservicer (each, a "Subservicer") pursuant to a subservicing agreement (each, a "Subservicing Agreement"); provided that such subservicing arrangement and the terms of the related Subservicing Agreement must provide for the servicing on behalf of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunderMaster Servicer. Notwithstanding the provisions of any Subservicing Agreementsubservicing agreement, any of the provisions herein of this Agreement relating to agreements or arrangements between the Master either Servicer or and a Subservicer subservicer or reference to actions taken through the Master Servicer such Persons or otherwise, the Master such Servicer shall remain obligated and liable to the Depositor, the Trust, the Trustee Issuer and the Certificateholders Bondholders for the servicing and administration administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements subservicing agreements or arrangements arrangements, or by virtue of indemnification from the Subservicer a subservicer, and to the same extent and under the same terms and conditions as if the Master such Servicer alone were servicing and administering the Mortgage Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a Subservicer has received such payment. The Master Each Servicer shall be entitled to enter into an any agreement with a Subservicer to provide for the delivery of reports and subservicer for indemnification of the Master such Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every Any subservicing agreement that may be entered into and any other transactions or servicing arrangements relating to the Mortgage Loans involving a subservicer shall be deemed to be between the subservicer and the related Servicer, and none of the Trustee, the Bondholders nor the Issuer shall be deemed parties thereto and none of such Persons shall have claims or rights (except as specified below), nor obligations, duties or liabilities with respect to the subservicer; provided, that the Trustee and the Bondholders may rely upon the representations and warranties of the subservicer contained therein and each of the Trustee and the Issuer shall be a third party beneficiary of the covenants and other provisions setting forth obligations of the subservicer therein. If the Trustee or any successor Servicer assumes the obligations of the Master Servicer or the Special Servicer, as applicable, in accordance with this Agreement, the Trustee or such successor Servicer may, at its option, (i) terminate any subservicing agreement entered into by the Master Servicer shall contain a provision giving or Special Servicer pursuant to this Section 3.03 or (ii) succeed to all of the rights and obligations of the Master Servicer the option to terminate or Special Servicer under any subservicing agreement, and any such subservicing agreement and at the Master Servicer's option, service the related Mortgage Loans itself pursuant to this Agreement shall provide such right of termination or arrange for any servicing responsibilities to be performed pursuant succession to the applicable Subservicing Agreement by a Trustee or such successor SubservicerServicer. Any costs and expenses relating to In such termination and transfer of servicing event, the Trustee or such successor Servicer shall be deemed to have assumed all of the sole expense interest of the Master Servicer, without Servicer or Special Servicer therein (but not any right to reimbursement from liabilities or obligations in respect of acts or omissions of the Master Servicer Collection Account or Special Servicer prior to such deemed assumption) and to have replaced the Master Servicer or the Distribution AccountSpecial Servicer, as applicable, as a party to such subservicing agreement to the same extent as if such subservicing agreement had been assigned to the Trustee or such successor Servicer, except that the Master Servicer or the Special Servicer shall not thereby be relieved of any liability or obligations under such subservicing agreement that accrued prior to the assumption of duties hereunder by the Trustee or such successor Servicer. In the event that the Trustee as or any successor master servicer terminates a Subservicing Agreement, Servicer assumes the Trustee is entitled to be reimbursed for any costs and expenses it may incur relating to such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent obligations of the Master Servicer with or the same force and effect Special Servicer, as if performed directly by applicable, upon request of the Trustee or such successor Servicer, the Master Servicer. (b) The Master Servicer shall be deemed or Special Servicer shall, at its own expense, promptly deliver to have received the Trustee or such successor Servicer all documents and records relating to any collections, recoveries or payments with respect to subservicing agreement and the Mortgage Loans that are received by a Subservicer regardless then being serviced thereunder, and the Servicer will otherwise use its best efforts to effect the orderly and efficient transfer of whether such payments are remitted by the Subservicer any subservicing agreement to the Master Trustee or such successor Servicer.

Subservicing. (a) The Master Servicer or Special Servicer, as the case may arrange for the subservicing be, may delegate any of any Mortgage Loan by a subservicer (each, a "Subservicer") pursuant its obligations hereunder to a sub-servicer (so long as such Person is a Qualified Servicer); provided, however, that the Servicer or Special Servicer, as the case may be, shall provide oversight and supervision with regard to the performance of all subcontracted services and (i) any subservicing agreement (each, a "Subservicing Agreement"); provided that such subservicing arrangement and the terms of the related Subservicing Agreement must provide for the servicing of such Mortgage Loans in a manner shall be consistent with the servicing arrangements contemplated hereunder. Notwithstanding the provisions of any Subservicing Agreement, any of the provisions herein relating and subject to agreements or arrangements between the Master Servicer or a Subservicer or reference to actions taken through the Master Servicer or otherwise, the Master Servicer shall remain obligated and liable to the Depositor, the Trust, the Trustee and the Certificateholders for the servicing and administration of the Mortgage Loans in accordance with the provisions of this Agreement and (ii) no sub-servicer retained shall foreclose on the Mortgage Loan or grant any modification, waiver, or amendment to the Asset Documents without diminution the approval of the Servicer or the Special Servicer, as the case may be. Neither the existence of any subservicing agreement nor any of the provisions of this Agreement relating to subservicing shall relieve the Servicer or Special Servicer, as the case may be, of its obligations to the Issuer hereunder. Notwithstanding any such obligation subservicing agreement, the Servicer or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from Special Servicer, as the Subservicer and case may be, shall be obligated to the same extent and under the same terms and conditions as if the Master Servicer or the Special Servicer, as the case may be, alone were was servicing the related Mortgage Loans in accordance with the terms of this Agreement. The Servicer or Special Servicer, as the case may be, shall be solely liable for all fees owed by it to any subservicer, regardless of whether the compensation hereunder of the Servicer or Special Servicer, as the case may be, is sufficient to pay such fees. (b) Each sub-servicer shall be (i) authorized to transact business in the applicable state(s), if, and administering to the extent, required by applicable law to enable the sub-servicer to perform its obligations hereunder and under the applicable sub-servicing agreement, and (ii) qualified to service investments comparable to the Mortgage Loans. (c) Any sub-servicing agreement entered into by the Servicer or Special Servicer, and neither as the case may be, shall provide that it may be assumed or terminated by (i) the Servicer or the Special Servicer, as the case may be, (ii) the Trustee, if the Trustee nor has assumed the duties of the Servicer or Special Servicer, as the case may be, or if the Servicer or Special Servicer, as the case may be, is otherwise terminated pursuant to the terms of this Agreement, or (iii) a successor servicer if such successor servicer has assumed the duties of the Servicer or Special Servicer, as the case may be, in each case without cause and without cost or obligation to the Trustee, the successor servicer or the successor special servicer. In no event shall the Trustee be responsible for the payment of any termination fee in connection with any sub-servicing agreement entered into by the Servicer or Special Servicer or any successor servicer. In no event shall any sub-servicing agreement give a sub-servicer direct rights against the assets of the Issuer. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a sub-servicer shall be deemed to be between the sub-servicer and the Servicer or Special Servicer, as the case may be, alone and the Trustee shall not be deemed a party thereto and shall have any no claims, rights, obligations, duties or liabilities with respect to such Subservicerany sub-servicer except as set forth in Section 2.01(c). The Trustee shall not be (a) liable for any acts or omissions of any Servicer, including (b) obligated to make any obligationServicing Advance, duty or liability (c) responsible for expenses of the Trustee Servicer or the Special Servicer, (d) liable for any amount necessary to induce any successor servicer to act as successor servicer or any successor special servicer to act as special servicer hereunder. (d) Notwithstanding any contrary provisions of the foregoing subsections of this Section 2.02, the appointment by the Servicer or the Special Servicer of one or more third-party contractors for the purpose of performing discrete, ministerial functions shall not constitute the appointment of sub-servicers and shall not be subject to the provisions of this Section 2.02; provided, that (a) the Servicer or the Special Servicer, as the case may be, shall remain responsible for the actions of such third-party contractors as if it were alone performing such functions and shall pay all fees and expenses of such third-party contractors; and (b) such appointment imposes no additional duty on any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a Subservicer has received such payment. The Master Servicer shall be entitled to enter into an agreement with a Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by the Master Servicer shall contain a provision giving the Master Servicer the option to terminate such agreement and at the Master Servicer's option, service the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant successor hereunder to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be Servicer or the sole expense of the Master Special Servicer, without any right to reimbursement from as the Master Servicer Collection Account or the Distribution Account. In the event that the Trustee as successor master servicer terminates a Subservicing Agreement, the Trustee is entitled to be reimbursed for any costs and expenses it case may incur relating to such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicerbe. (b) The Master Servicer shall be deemed to have received any collections, recoveries or payments with respect to the Mortgage Loans that are received by a Subservicer regardless of whether such payments are remitted by the Subservicer to the Master Servicer.

Subservicing. Enforcement of the Obligations of ----------------------------------------------- Servicer. -------- (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan it services by a subservicer (each, a "Subservicer") Subservicer pursuant to a subservicing agreement (each, a "Subservicing Agreement"); provided provided, however, that such subservicing arrangement and the terms of the related Subservicing Agreement must provide for the servicing of such Mortgage Loans Loan in a manner consistent with the servicing arrangements contemplated hereunder. Notwithstanding the provisions of any Subservicing Agreement, any of the provisions herein of this Agreement relating to agreements or arrangements between the Master Servicer or and a Subservicer or reference to actions taken through the Master Servicer a Subservicer or otherwise, the Master Servicer shall remain obligated and liable to the Depositor, the Trust, the Trustee and the Certificateholders for the servicing and administration of the Mortgage Loans it services in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the those Mortgage Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a Subservicer has received such payment. The Master Servicer shall be entitled to enter into an agreement with a Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by the Master Servicer shall contain a provision giving the Master Servicer the option to terminate such agreement and at the Master Servicer's option, service the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. In the event that the Trustee as successor master servicer terminates a Subservicing Agreement, the Trustee is entitled to be reimbursed for any costs and expenses it may incur relating to such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer. (b) The Master For purposes of this Agreement, the Servicer shall be deemed to have received any collections, recoveries or payments with respect to the Mortgage Loans it services that are received by a Subservicer regardless of whether such payments are remitted by the Subservicer to the Master Servicer. (c) As part of its servicing activities hereunder, the Servicer, for the benefit of the Trustee and the Certificateholders, shall use its best reasonable efforts to enforce the obligations of each Subservicer engaged by the Servicer under the related Subservicing Agreement, to the extent that the non-performance of any such obligation would have a material and adverse effect on a Mortgage Loan. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys fees against the party against whom such enforcement is directed. (d) Any Subservicing Agreement entered into by the Servicer shall provide that it may be assumed or terminated by the Trustee, if the Trustee has assumed the duties of the Servicer, or any successor Servicer, at the Trustee's or successor Servicer's option, as applicable, without cost or obligation to the assuming or terminating party or the Trust Estate, upon the assumption by such party of the obligations of the Servicer pursuant to Section 8.05. Any Subservicing Agreement, and any other transactions or services relating to the Mortgage Loans involving a Subservicer, shall be deemed to be between the Servicer and such Subservicer alone, and the Trustee and the Certificateholders shall not be deemed parties thereto and shall have no claims or rights of action against, rights, obligations, duties or liabilities to or with respect to the Subservicer or its officers, directors or employees, except as set forth in Section 3.01.

Subservicing. (a) The Master Servicer is entering into the Operating and Management Agreement with the Operator and may arrange enter into other Subservicing Agreements for the subservicing any additional servicing and administration of any Mortgage Loan of the Trust Assets with any institution that is an Eligible Servicer and in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement. The Servicer shall give written notice to the Issuer Trust and the Indenture Trustee of the appointment of any other Subservicer. So long as no Event of Default or Servicer Event of Default has occurred and is continuing, the Servicer shall be entitled to terminate any Subservicing Agreement in accordance with terms and conditions of such Subservicing Agreement and to either service the related Trust Assets directly or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. In the event of termination of any Subservicer, and unless a successor Subservicer has otherwise been appointed, all servicing obligations of such Subservicer shall be assumed simultaneously by a subservicer (eachthe Servicer without any additional act or deed on the part of such Subservicer or the Servicer, a "Subservicer") pursuant and the Servicer shall service directly the related Trust Assets. Each Subservicing Agreement shall include the provision that such agreement may be immediately terminated by the Indenture Trustee in the event that the Servicer shall, for any reason, no longer be the Servicer. In no event shall any Subservicing Agreement require the Indenture Trustee, as successor Servicer, for any reason whatsoever to pay compensation to a subservicing agreement Subservicer in order to terminate such Subservicer. (each, a "Subservicing Agreement"); provided that such subservicing arrangement and the terms of the related Subservicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. b) Notwithstanding the provisions of any Subservicing Agreement, any of the provisions herein of this Agreement relating to agreements or arrangements between the Master Servicer or and a Subservicer or reference to actions taken through the Master Servicer a Subservicer or otherwise, the Master Servicer shall remain obligated and primarily liable to the Depositor, the Issuer Trust, the Indenture Trustee and the Certificateholders Noteholders for the servicing and administration of the Mortgage Loans Trust Assets in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expensesTrust Assets. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment payments on a Mortgage Loan Trust Assets when a the Subservicer has actually received such paymentpayments and, unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Servicer in servicing the Trust Assets include actions taken or to be taken by the Operator or any other Subservicer on behalf of the Servicer. The Master Servicer shall be entitled to enter into an any agreement with a Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by the Master Servicer shall contain a provision giving the Master Servicer the option to terminate such agreement and at the Master Servicer's option, service the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. . (c) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Default or a Servicer Event of Default), the successor Servicer, on behalf of the Issuer Trust, the Indenture Trustee and the Noteholders pursuant to Section 4.05 hereof, shall thereupon ------------ assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Trustee as Servicer may have entered into, unless the successor master servicer terminates a Servicer elects to terminate any Subservicing Agreement, the Trustee is entitled to be reimbursed for any costs and expenses it may incur relating to such termination and transfer of servicing Agreement in accordance with Section 9.05 hereofits terms. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer. (b) The Master successor Servicer shall be deemed to have received assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any collectionsliability or obligations under the Subservicing Agreements which accrued prior to the transfer of servicing to the successor Servicer. The Servicer, recoveries at its expense and without right of reimbursement therefor, shall, upon request of the successor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Trust Assets then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (d) As part of its servicing activities hereunder, the Servicer, for the benefit of the Issuer Trust, the Indenture Trustee and the Noteholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Servicer, in its good faith business judgment, would require were it the owner of the related Trust Assets. The Servicer shall pay the costs of such enforcement at its own expense and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, if any, that such recovery exceeds all amounts due in respect of the related Trust Asset or payments (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against which such enforcement is directed. (e) Any Subservicing Agreement that may be entered into and any other transactions or services relating to the Trust Assets involving a Subservicer shall be deemed to be between the Subservicer and the Servicer alone and none of the Issuer Trust, the Indenture Trustee or the Noteholders shall be deemed parties thereto or shall have any claims, rights, obligations, duties or liabilities with respect to the Mortgage Loans that are received by a Subservicer regardless in its capacity as such except as set forth in subsection (c) of whether such payments are remitted by the Subservicer to the Master Servicer.this Section 4.04. ------------

Subservicing. (a) The Master Servicer may arrange for delegate or subservice to any Person any of its Loan Servicing obligations hereunder, including to the subservicing of any Mortgage Loan by a subservicer loan servicers now or hereafter servicing Sun Life’s mortgage loans (each, a "“Subservicer"”); provided, however, that (a) pursuant the Servicer shall provide oversight of each Subservicer with regard to a the performance of all subcontracted services, (b) the Servicer shall provide prior written notice of any subservicing arrangement to the Owner, and (c) any subservicing agreement (each, a "Subservicing Agreement"); provided that such subservicing arrangement and the terms of the related Subservicing Agreement must provide for the servicing of such Mortgage Loans in a manner shall be consistent with this Agreement. Neither the servicing arrangements contemplated hereunder. Notwithstanding the provisions existence of any Subservicing Agreement, subservicing agreement nor any of the provisions herein of this Agreement relating to agreements or arrangements between subservicing shall relieve the Master Servicer or a Subservicer or reference of its obligations to actions taken through the Master Servicer or otherwise, Owner hereunder. Each subservicing agreement entered into by the Master Servicer shall remain obligated and liable provide for termination of the Subservicer with respect to the DepositorLoan Assets at the option of any successor servicer hereunder, the Trust, the Trustee and the Certificateholders without requirement for the servicing and administration payment of any termination fee or penalty, upon the resignation or termination of the Mortgage Loans in accordance Servicer hereunder. Owner acknowledges that Loan Servicing obligations hereunder will be performed by Subservicers and that performance of such obligations by Subservicers will be deemed to be performance by Servicer for purpose of Servicer’s compliance with the provisions of this Agreement without diminution of Agreement. Notwithstanding any such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from subservicing agreement, the Subservicer and Servicer shall be obligated hereunder to the same extent and under the same terms and conditions as if the Master Servicer alone were was servicing and administering the Mortgage Loans, and neither related Loan Assets in accordance with the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability terms of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a Subservicer has received such payment. The Master Servicer shall be entitled to enter into an any agreement with a any Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by the Master Servicer shall contain The fees due to a provision giving the Master Servicer the option to terminate such agreement and at the Master Servicer's option, service the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. In the event that the Trustee as successor master servicer terminates a Subservicing Agreement, the Trustee is entitled to be reimbursed for any costs and expenses it may incur relating to such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer. (b) The Master Servicer shall be deemed to have received any collections, recoveries or payments with respect to the Mortgage Loans that are received Loan Assets serviced by a such Subservicer regardless shall not exceed the Asset Servicing Fee applicable to such Loan Asset. Subservicers shall receive the compensation provided for under the subservicing agreement by deducting the applicable Asset Servicing Fee from the Monthly Payment for such Loan Asset collected by such Subservicer before remittance of whether such payments are remitted by the Subservicer Monthly Payment to the Master ServicerCollection Account. The fees of the Subservicers shall in no event constitute Servicing Expenses.

Subservicing. (a) The Master Servicer may arrange enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which is in compliance with the subservicing laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and is an Eligible Servicer; provided, however, that the Certificate Insurer has provided its prior written consent. The Servicer shall give prior written notice to the Depositor, the Certificate Insurer and the Trustee of the appointment of any Subservicer. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and to either directly service the related Mortgage Loan Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. In the event of termination of any Subservicer, and unless a successor Subservicer has otherwise been appointed, all servicing obligations of such Subservicer shall be assumed simultaneously by a subservicer the Servicer without any additional act or deed on the part of such Subservicer or the Servicer, and the Servicer shall service directly the related Mortgage Loans. Each Subservicing Agreement shall include the provision that such agreement may be immediately terminated by the Trustee (eachwith the prior written consent of the Certificate Insurer) or the Certificate Insurer in the event that the Servicer shall, a "Subservicer") pursuant for any reason, no longer be the Servicer. In no event shall any Subservicing Agreement require the Trustee, as successor Servicer, for any reason whatsoever to pay compensation to a subservicing agreement Subservicer in order to terminate such Subservicer. (each, a "Subservicing Agreement"); provided that such subservicing arrangement and the terms of the related Subservicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. b) Notwithstanding the provisions of any Subservicing Agreement, any of the provisions herein of this Agreement relating to agreements or arrangements between the Master Servicer or and a Subservicer or reference to actions taken through the Master Servicer a Subservicer or otherwise, the Master Servicer shall remain obligated and primarily liable to the Depositor, the TrustTrustee, the Trustee Certificate Insurer and the Certificateholders for the servicing and administration administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment payments on a Mortgage Loan Loans when the Subservicer has actually received such payments and, unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Servicer in servicing the Mortgage Loans include actions taken or to be taken by a Subservicer has received such paymenton behalf of the Servicer. The Master Servicer shall be entitled to enter into an any agreement with a Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by . (c) In the Master event the Servicer shall contain a provision giving for any reason no longer be the Master Servicer (including by reason of an Event of Default), the option successor Servicer, on behalf of the Depositor, the Trustee, the Certificate Insurer and the Certificateholders pursuant to Section 5.7, shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the successor Servicer elects to terminate any Subservicing Agreement in accordance with its terms. The successor Servicer shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the predecessor Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements which accrued prior to the transfer of servicing to the successor Servicer. The predecessor Servicer at its expense and without right of reimbursement therefor, shall, upon request of the successor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (d) As part of its servicing activities hereunder, the Servicer, for the benefit of the Depositor, the Trustee, the Certificate Insurer and the Certificateholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such agreement form and carried out to such an extent and at such time as the Master Servicer's option, service in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys fees against the party against whom such enforcement is directed. (e) Any Subservicing Agreement that may be entered into and any other transactions or services relating to the Mortgage Loans itself involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone and none of the Depositor, the Trustee, the Certificate Insurer or the Certificateholders shall be deemed parties thereto or shall have any claims, rights, obligations, duties or liabilities with respect to the Subservicer in its capacity as such except as set forth in Section 5.6(c). (f) In those cases where a Subservicer is servicing a Mortgage Loan pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. In the event that the Trustee as successor master servicer terminates a Subservicing Agreement, the Trustee is entitled Subservicer will be required to establish and maintain one or more segregated accounts (collectively, the "Subservicing Account"). The Subservicing Account shall be reimbursed for any costs an Eligible Account. The Subservicer will be required to deposit into the Subservicing Account no later than the first Business Day after receipt all proceeds of Mortgage Loans received by the Subservicer and expenses it may incur relating to remit such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant proceeds to the related Servicer for deposit in the Collection Account not later than the Business Day following receipt thereof by the Subservicer. Notwithstanding anything in this clause (f) to the contrary, the Subservicer shall only be able to withdraw funds from the Subservicing Agreement Account for the purpose of remitting such funds to the Servicer for deposit into the Collection Account. The Servicer shall be performed as an require the Subservicer to cause any collection agent of the Master Subservicer to send a copy to the Servicer of each statement of monthly payments collected by or on behalf of the Subservicer within five Business Days after the end of every month, and the Servicer shall compare the information provided in such reports with the same force and effect as if performed directly deposits made by the Master Servicer. (b) Subservicer into the Collection Account for the same period. The Master Servicer shall be deemed to have received any collections, recoveries or payments with respect to on the Mortgage Loans that are received by a Subservicer regardless of whether such payments are remitted by on the date on which the Subservicer to the Master Servicerhas received such payments.

Subservicing. (a) The Master Servicer may arrange enter into Subservicing Agreements for any servicing and administration of Home Loans with any institution that is an Eligible Servicer and in compliance with the subservicing laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement. The Servicer shall give prior written notice to the Grantor Trustee and the Rating Agencies of the appointment of any Mortgage Loan Subservicer. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and to either service the related Home Loans directly or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. In the event of termination of any Subservicer, and unless a successor Subservicer has otherwise been appointed, all servicing obligations of such Subservicer shall be assumed simultaneously by a subservicer (eachthe Servicer without any additional act or deed on the part of such Subservicer or the Servicer, a "Subservicer") pursuant and the Servicer shall service directly the related Home Loans. Each Subservicing Agreement shall include the provision that such agreement may be immediately terminated by the Grantor Trustee in the event that the Servicer shall, for any reason, no longer be the Servicer. In no event shall any Subservicing Agreement require the Grantor Trustee, as Successor Servicer, for any reason whatsoever to pay compensation to a subservicing agreement Subservicer in order to terminate such Subservicer. (each, a "Subservicing Agreement"); provided that such subservicing arrangement and the terms of the related Subservicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. b) Notwithstanding the provisions of any Subservicing Agreement, any of the provisions herein of this Agreement relating to agreements or arrangements between the Master Servicer or and a Subservicer or reference to actions taken through the Master Servicer a Subservicer or otherwise, the Master Servicer shall remain obligated and primarily liable to the Depositor, the Trust, the Grantor Trustee and the Certificateholders Grantor Trust Holder for the servicing and administration of the Mortgage Home Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Home Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment payments on a Mortgage Loan Home Loans when the Subservicer has actually received such payments and, unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Servicer in servicing the Home Loans include actions taken or to be taken by a Subservicer has received such paymenton behalf of the Servicer. The Master Servicer shall be entitled to enter into an any agreement with a Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by . (c) In the Master event the Servicer shall contain a provision giving for any reason no longer be the Master Servicer (including by reason of an Event of Default), the option successor Servicer, on behalf of the Grantor Trustee, the Indenture Trustee, the Securityholders, and the Grantor Trust Holder pursuant to Section 4.07 hereof, shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the successor Servicer elects to terminate such agreement and at any Subservicing Agreement in accordance with its terms. The successor Servicer shall be deemed to have assumed all of the Master Servicer's option, service interest therein and to have replaced the related Mortgage Loans itself pursuant Servicer as a party to this each Subservicing Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable same extent as if the Subservicing Agreement by a successor Subservicer. Any costs and expenses relating Agreements had been assigned to such termination and the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements which accrued prior to the transfer of servicing to the successor Servicer. The Servicer, at its expense and without right of reimbursement therefor, shall, upon request of the successor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Home Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (d) As part of its servicing activities hereunder, the Servicer, for the benefit of the Grantor Trust, the Grantor Trustee, the Grantor Trust Holder and the Securityholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the sole expense Servicer, in its good faith business judgment, would require were it the owner of the Master Servicerrelated Home Loans. The Servicer shall pay the costs of such enforcement at its own expense and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, without if any, that such recovery exceeds all amounts due in respect of the related Home Loan or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against which such enforcement is directed. (e) Any Subservicing Agreement that may be entered into and any right other transactions or services relating to reimbursement from the Master Home Loans involving a Subservicer shall be deemed to be between the Subservicer and the Servicer Collection Account alone and none of the Grantor Trustee, the Owner Trustee, the Indenture Trustee, the Securityholders or the Distribution Account. Grantor Trust Holder shall be deemed parties thereto or shall have any claims, rights, obligations, duties or liabilities with respect to the Subservicer in its capacity as such except as set forth in subsection (c) of this Section 4.06. (f) In the event that the Trustee as successor master servicer terminates those cases where a Subservicer is servicing a Home Loan pursuant to a Subservicing Agreement, the Trustee is entitled Subservicer will be required to establish and maintain one or more accounts (collectively, the "Subservicing Account"). The Subservicing Account shall be reimbursed for any costs an Eligible Account. The Subservicer will be required to deposit into the Subservicing Account, no later than the first Business Day after receipt, all proceeds of Home Loans received by the Subservicer and expenses it may incur relating to remit such termination and transfer of servicing in accordance with Section 9.05 hereof. All actions of each Subservicer performed pursuant proceeds to the related Servicer for deposit in the Collection Account not later than the Business Day following receipt thereof by the Subservicer. Notwithstanding anything in this subsection (f) to the contrary, the Subservicer shall only be able to withdraw funds from the Subservicing Agreement Account for the purpose of remitting such funds to the Servicer for deposit into the Collection Account. The Servicer shall be performed as an require the Subservicer to cause any collection agent of the Master Subservicer to send a copy to the Servicer of each statement of monthly payments collected by or on behalf of the Subservicer within five Business Days after the end of every month, and the Servicer shall compare the information provided in such reports with the same force and effect as if performed directly deposits made by the Master Servicer. (b) Subservicer into the Collection Account for the same period. The Master Servicer shall be deemed to have received any collections, recoveries or payments with respect to on the Mortgage Home Loans that are received by a Subservicer regardless of whether such payments are remitted by on the date on which the Subservicer to the Master Servicerhas received such payments.

Subservicing. (a) The Master Servicer, with the prior written consent of the Trustee (and any FHA Claims Administrator) may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and is an Eligible Servicer. The Servicer may arrange for shall give prior written notice to the subservicing Trustee, the Standby Servicer and the Certificate Insurer (and any FHA Claims Administrator ) of the appointment of any Mortgage Loan by a subservicer (each, a "Subservicer") pursuant to a subservicing agreement (each, a "Subservicing Agreement"); provided that . Any such subservicing arrangement and the terms of the related Subservicing Agreement must provide for the servicing of such Mortgage Loans in a manner shall be consistent with the servicing arrangements contemplated hereunder. Notwithstanding and not violate the provisions of this Agreement and with respect to any Title I Mortgage Loans serviced thereunder shall comply with FHA Regulations. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and to either itself directly service the related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. The Trustee, the Standby Servicer and Certificate Insurer hereby acknowledge and consent to each Person identified as a Subservicer in the definition of such term as of the Closing Date. (b) Notwithstanding any Subservicing Agreement, any of the provisions herein of this Agreement relating to agreements or arrangements between the Master Servicer or and a Subservicer or reference to actions taken through the Master Servicer a Subservicer or otherwise, the Master Servicer shall remain obligated and primarily liable to the DepositorTrustee, the Trust, the Trustee Certificate Insurer and the Certificateholders for the servicing and administration administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans, and neither the Trustee nor any other party shall have any obligations, duties or liabilities with respect to such Subservicer, including any obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment payments on a Mortgage Loan Loans when a the Subservicer has received such paymentpayments and, unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Servicer in servicing the Mortgage Loans include actions taken or to be taken by a Subservicer on behalf of the Servicer. The Master Servicer shall be entitled to enter into an any agreement with a Subservicer to provide for the delivery of reports and for indemnification of the Master Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Every subservicing agreement entered into by the Master Servicer shall contain a provision giving the Master Servicer the option to terminate such agreement and at the Master Servicer's option, service the related Mortgage Loans itself pursuant to this Agreement or arrange for any servicing responsibilities to be performed pursuant to the applicable Subservicing Agreement by a successor Subservicer. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. . (c) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Default), the Standby Servicer, on behalf of the Trustee and the Certificateholders pursuant to SECTION 5.14, shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Trustee as successor master servicer terminates a Servicer may have entered into, unless the Standby Servicer elects to terminate any Subservicing Agreement, the Trustee is entitled to be reimbursed for any costs and expenses it may incur relating to such termination and transfer of servicing Agreement in accordance with Section 9.05 hereofits terms. All actions of each Subservicer performed pursuant to the related Subservicing Agreement shall be performed as an agent of the Master Servicer with the same force and effect as if performed directly by the Master Servicer. (b) The Master Standby Servicer shall be deemed to have received assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any collectionsliability or obligations under the Subservicing Agreements. The Servicer at its expense and without right of reimbursement therefor, recoveries shall, upon request of the Standby Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (d) As part of its servicing activities hereunder, the Servicer, for the benefit of the Trustee, the Certificate Insurer and the Certificateholders, shall enforce the obligations of each Subservicer under the related Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or payments (ii) from a specific recovery of costs, expenses or attorneys fees against the party against whom such enforcement is directed. (e) Any Subservicing Agreement that may be entered into and any other transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone and the Trustee, any FHA Claims Administrator and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Mortgage Loans that are received by a Subservicer regardless of whether in its capacity as such payments are remitted by the Subservicer to the Master Servicerexcept as set forth in SECTION 5.12(c) above.