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.

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.

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.

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.

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.

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 and administering the related Mortgage LoansLoans 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 Mortgage Asset 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.

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.

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 any collections, recoveries or payments with respect to the Mortgage Loan when Loans that are received by a Subservicer has received regardless of whether such payment. The Master Servicer shall be entitled to enter into an agreement with a payments are remitted by the 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.

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 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 Indenture and the Collateral Interest Purchase Agreement to any sub-servicer retained by the Servicer shall be deemed to have received a payment on a Mortgage Loan when a Subservicer has received such paymentor the Special Servicer, as applicable. The Master Servicer shall be entitled to enter into an agreement with a Subservicer to provide for the delivery of reports and for indemnification parties hereto acknowledge that as of the Master Closing Date the Sub-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 is 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 Qualified 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) 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 or Special Servicer shall, at its own expense, promptly deliver to the Trustee or such successor Servicer all documents and records relating to any subservicing agreement and the Mortgage Loans then being serviced thereunder, and the Servicer will otherwise use its best efforts to effect the orderly and efficient transfer of any subservicing agreement to the Trustee or such successor Servicer.

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.

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 the Servicer shall remit daily all Estimated Environmental Control Charge Collections (from whatever source) and all proceeds of other Collateral of the Issuer, if any, received by the Servicer to the Indenture Trustee under the Indenture, for deposit pursuant to the Indenture. (b) Notwithstanding the foregoing clause (a), as long as (i) Mon Power or liabilities 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 SubservicerRating Agencies in connection therewith are complied with), including 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 obligation, duty or liability of the Trustee or any other party to pay such Subservicer's fees and expenses. For purposes of remittance 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 AgreementSection 5.11 and the Indenture. (d) On or before each Reconciliation Date, the Master Servicer will reconcile Actual Environmental Control Charge Collections with Estimated Environmental Control Charge Collections in respect of the immediately preceding Reconciliation Period. The Servicer shall be deemed 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 have received each outstanding Series ratably based on the Environmental Control Charges billed for such Series for such Reconciliation Period, and (A) if a payment on Remittance Shortfall exists, the Servicer shall make a Mortgage Loan when a Subservicer has received such payment. The Master 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 entitled either (i) to enter into an agreement with a Subservicer to provide for reduce the delivery amount of reports and for indemnification (A) each Daily Remittance, or, (B) if Mon Power has satisfied the conditions of Section 5.11(b), each Monthly Remittance, which 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 subsequently remits to the applicable Subservicing Agreement 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 Remittance Shortfall, the amount which the Servicer remits to the applicable General Subaccounts of the applicable Collection Accounts on the relevant date set forth above shall be increased by a successor Subservicer. Any costs and expenses relating to the amount of such termination and transfer Remittance Shortfall, provided that remittance of servicing shall such increase will be the sole expense financial responsibility of the Master Servicer, without any right to reimbursement from Servicer and shall neither be considered an Operating Expense nor be paid out of the Master Servicer Collection Account or included in the Distribution Accountcalculation of True-Up Adjustments. 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.SECTION 5.12

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 Company shall be performed as an agent of deemed to have received a payment on a Mortgage Loan when the Master Servicer with the same force and effect as if performed directly by the Master ServicerSubservicer has 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. 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.

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 or Special Servicer shall, at its own expense, promptly deliver to the Trustee or such successor Servicer all documents and records relating to any subservicing agreement and the Mortgage Loans then being serviced thereunder, and the Servicer will otherwise use its best efforts to effect the orderly and efficient transfer of any subservicing agreement to the Trustee or such successor Servicer.

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.

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 The fees due to a Subservicer with respect to the Loan Assets serviced by such Subservicer shall not exceed the Asset Servicing Fee applicable to such Loan Asset. Subservicers shall receive the compensation provided for under the subservicing agreement entered into by deducting the Master Servicer shall contain a provision giving applicable Asset Servicing Fee from the Master Servicer the option to terminate Monthly Payment for 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 Loan Asset collected by such Subservicer before remittance of such Monthly Payment to the applicable Subservicing Agreement by a successor SubservicerCollection Account. Any costs and expenses relating to such termination and transfer of servicing shall be the sole expense The fees of the Master Servicer, without any right to reimbursement from the Master Servicer Collection Account or the Distribution Account. In the Subservicers shall in no 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 Servicerconstitute Servicing Expenses.

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 or Special Servicer shall, at its own expense, promptly deliver to the Trustee or such successor Servicer all documents and records relating to any subservicing agreement and the Mortgage Loans then being serviced thereunder, and the Servicer will otherwise use its best efforts to effect the orderly and efficient transfer of any subservicing agreement to the Trustee or such successor 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 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 or Special Servicer shall, at its own expense, promptly deliver to the Trustee or such successor Servicer all documents and records relating to any subservicing agreement and the Mortgage Loans then being serviced thereunder, and the Servicer will otherwise use its best efforts to effect the orderly and efficient transfer of any subservicing agreement to the 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 or Special Servicer shall, at its own expense, promptly deliver to the Trustee or such successor Servicer all documents and records relating to any subservicing agreement and the Mortgage Loans then being serviced thereunder, and the Servicer will otherwise use its best efforts to effect the orderly and efficient transfer of any subservicing agreement to the Trustee or such successor Servicer.

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 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.

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 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.