Common use of Sub-Servicing Agreements Between Master Servicer and Sub-Servicers Clause in Contracts

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be 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 Sub-Servicing Agreement, and in either case shall be a FHLMC or FNMA approved mortgage servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With the consent of the Trustee, which consent shall not be unreasonably withheld, the Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 51% of the Voting Rights. Notwithstanding any inconsistent or contrary provision of this Agreement, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject to the foregoing provisions during the Interim Servicing Period for any related Mortgage Loan.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub- Servicers for the servicing and administration of the Mortgage Loans Loans; PROVIDED, HOWEVER, that (i) such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates and for (ii) the performance of any and all other activities NIMS Insurer shall have consented to such Sub- Servicing Agreement. The Trustee is hereby authorized to acknowledge, at the request of the Master Servicer hereunderServicer, any Sub-Servicing Agreement that meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Sub- Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC Xxxxxxx Mac or FNMA Xxxxxx Mae approved mortgage servicer. Each Sub-Sub- Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Sub- Servicing Agreements; providedPROVIDED, howeverHOWEVER, that any such amendments or different forms shall be consistent with and not violate the provisions of 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, Certificateholders without the consent of the Holders of Certificates entitled to at least 5166% of the Voting Rights. Notwithstanding ; PROVIDED, FURTHER, that the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights shall not be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub-Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub-Servicing Agreement, which, in each case, shall not be inconsistent or contrary provision with the provisions of this Agreement. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub-Servicing Accounts or the Interim timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the NIMS Insurer and the Trustee copies of all Sub- Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub- Servicers for the servicing and administration of the Mortgage Loans and for Loans; provided, however, that such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the performance rating on any Class of any and all other activities Certificates. The Trustee is hereby authorized to acknowledge, at the request of the Master Servicer hereunderServicer, any Sub-Servicing Agreement that meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC Xxxxxxx Mac or FNMA Xxxxxx Mae approved mortgage servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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, Certificateholders without the consent of the Holders of Certificates entitled to at least 5166% of the Voting Rights. Notwithstanding ; provided, further, that the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights shall not be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub-Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub- Servicing Agreement, which, in each case, shall not be inconsistent or contrary provision with the provisions of this Agreement. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub-Servicing Accounts or the Interim timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the Trustee copies of all Sub-Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements (provided that the Master Servicer shall have obtained the consent of the Certificate Insurer and provided such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the rating or any shadow rating on any Class of Certificates) with SubServicers Sub-Servicers, for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunderLoans. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, (ii) an institution approved as a mortgage loan originator by the Federal Housing Administration or an institution the deposit accounts in which are insured by the FDIC and in either case shall be (iii) a FHLMC or FNMA approved mortgage servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Servicers SubServicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 Certificate Insurer and the Holders of Certificates entitled to at least 5166% of the Voting Rights. Notwithstanding any inconsistent Any variation without the consent of the Certificate Insurer and the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or contrary provision priority requirements of this AgreementSub-Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub-Servicing Accounts or the Interim timing and amount of remittances by the SubServicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the Trustee and the Certificate Insurer copies of all Sub-Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder; provided, however, that such agreements would not result in a withdrawal or a downgrading by Standard & Poor's of its rating on any Class of Certificates. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loansloans comparable to the Mortgage Loans, and in either case shall be 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 Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, and in either case shall be a FHLMC Xxxxxxx Mac or FNMA Xxxxxx Mae approved mortgage servicer. Each Any Sub-Servicing Agreement must impose on entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and Servicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With the consent of the Trustee, which consent shall not be unreasonably withheld, the Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Sub- Servicing Agreements or enter into different forms of Sub-Servicing AgreementsAgreements providing for, among other things, the delegation by the Master Servicer to a Sub-Servicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 51% of the Voting Rights. Notwithstanding any inconsistent or contrary provision of this Agreement, neither any Interim Subservicer nor any Interim The parties hereto acknowledge that the initial Sub-Servicer shall be Wendover. The Master Servicer has entered into a Sub-Servicing Agreement shall be subject with Wendover for the servicing and administration of the Mortgage Loans and may enter into additional Sub-Servicing Agreements with Sub-Servicers acceptable to the foregoing provisions during Trustee for the Interim Servicing Period for any related servicing and administration of certain of the Mortgage LoanLoans.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans and for Loans; provided, however, that such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the performance rating on any Class of Notes. The Indenture Trustee is hereby authorized to acknowledge, at the request of the Master Servicer, any and all other activities Sub-Servicing Agreement that, based on an Officers' Certificate of the Master Servicer hereunderdelivered to the Indenture Trustee (upon which the Indenture Trustee can conclusively rely), meets the requirements applicable to Sub-Servicing Agreements set forth in this Servicing Agreement and that is otherwise permitted under this Servicing Agreement. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC Freddie Mac or FNMA Fannie Mae approved mortgage servicer. Each Sub-Servicing Agreement must impose Servicixx Xxxxement muxx xxxose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Servicing Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing 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, Noteholders without the consent of the Holders of Certificates Notes entitled to at least 5166% of the Voting Rights. Notwithstanding ; provided, further, that the consent of the Holders of Notes entitled to at least 66% of the Voting Rights shall not be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub-Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub-Servicing Agreement, which, in each case, shall not be inconsistent or contrary provision with the provisions of this Servicing Agreement. Any variation without the consent of the Holders of Notes entitled to at least [__]% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, neither any Interim Subservicer nor any Interim or credits and charges to the Sub-Servicing Accounts or the timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Servicing Agreement and therefore prohibited. The Master Servicer shall be subject deliver to the foregoing provisions during Indenture Trustee, upon its request, copies of all Sub-Servicing Agreements, and any amendments or modifications thereof, promptly upon the Interim Servicing Period for any related Mortgage LoanMaster Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder; provided, however, that such agreements would not result in a withdrawal or a downgrading by Standard & Poor's of its rating on any Class of Certificates. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loansloans comparable to the Mortgage Loans, and in either case shall be 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 Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, and in either case shall be a FHLMC Xxxxxxx Mac or FNMA Xxxxxx Mae approved mortgage servicer. Each Any Sub-Servicing Agreement must impose on entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and Servicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With the consent of the Trustee, which consent shall not be unreasonably withheld, the Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing AgreementsAgreements providing for, among other things, the delegation by the Master Servicer to a Sub-Servicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 51% of the Voting Rights. Notwithstanding any inconsistent or contrary provision of this Agreement, neither any Interim Subservicer nor any Interim The parties hereto acknowledge that the initial Sub-Servicer shall be Wendover. The Master Servicer has entered into a Sub-Servicing Agreement shall be subject with Wendover for the servicing and administration of the Mortgage Loans and may enter into additional Sub-Servicing Agreements with Sub-Servicers acceptable to the foregoing provisions during Trustee for the Interim Servicing Period for any related servicing and administration of certain of the Mortgage LoanLoans.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans and for Loans; provided, however, that such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the performance rating on any Class of Notes. The Indenture Trustee is hereby authorized to acknowledge, at the request of the Master Servicer, any and all other activities Sub-Servicing Agreement that, based on an Officers' Certificate of the Master Servicer hereunderdelivered to the Indenture Trustee (upon which the Indenture Trustee can conclusively rely), meets the requirements applicable to Sub-Servicing Agreements set forth in this Servicing Agreement and that is otherwise permitted under this Servicing Agreement. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC Xxxxxxx Mac or FNMA Xxxxxx Mae approved mortgage servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Servicing Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing 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, Noteholders without the consent of the Holders of Certificates Notes entitled to at least 5166% of the Voting Rights. Notwithstanding ; provided, further, that the consent of the Holders of Notes entitled to at least 66% of the Voting Rights shall not be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub-Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub-Servicing Agreement, which, in each case, shall not be inconsistent or contrary provision with the provisions of this Servicing Agreement. Any variation without the consent of the Holders of Notes entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, neither any Interim Subservicer nor any Interim or credits and charges to the Sub-Servicing Accounts or the timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Servicing Agreement and therefore prohibited. The Master Servicer shall be subject deliver to the foregoing provisions during Indenture Trustee, upon its request, copies of all Sub-Servicing Agreements, and any amendments or modifications thereof, promptly upon the Interim Servicing Period for any related Mortgage LoanMaster Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub- Servicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder; provided, however, that such agreements would not result in a withdrawal or a downgrading by Standard & Poor's of its rating on any Class of Certificates. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loansloans comparable to the Mortgage Loans, and in either case shall be 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 Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, and in either case shall be a FHLMC Xxxxxxx Mac or FNMA Xxxxxx Mae approved mortgage servicer. Each Any Sub-Servicing Agreement must impose on entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and Servicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With the consent of the Trustee, which consent shall not be unreasonably withheld, the Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Sub- Servicing Agreements or enter into different forms of Sub-Servicing AgreementsAgreements providing for, among other things, the delegation by the Master Servicer to a Sub-Servicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 51% of the Voting Rights. Notwithstanding any inconsistent or contrary provision of this Agreement, neither any Interim Subservicer nor any Interim The parties hereto acknowledge that the initial Sub-Servicer shall be Wendover. The Master Servicer has entered into a Sub-Servicing Agreement shall be subject with Wendover for the servicing and administration of the Mortgage Loans and may enter into additional Sub-Servicing Agreements with Sub-Servicers acceptable to the foregoing provisions during Trustee for the Interim Servicing Period for any related servicing and administration of certain of the Mortgage LoanLoans.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans Loans; provided, however, that (i) such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates and for (ii) the performance of any and all other activities NIMS Insurer shall have consented to such Sub-Servicing Agreement. The Trustee is hereby authorized to acknowledge, at the request of the Master Servicer hereunderServicer, any Sub-Servicing Agreement that meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC Fxxxxxx Mac or FNMA Fxxxxx Mae approved mortgage servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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, Certificateholders without the consent of the Holders of Certificates entitled to at least 5166% of the Voting Rights. Notwithstanding ; provided, further, that the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights shall not be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub-Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub-Servicing Agreement, which, in each case, shall not be inconsistent or contrary provision with the provisions of this Agreement. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub-Servicing Accounts or the Interim timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the NIMS Insurer and the Trustee copies of all Sub-Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans and for Loans; provided, however, that such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the performance rating on any Class of Notes. The Indenture Trustee is hereby authorized to acknowledge, at the request of the Master Servicer, any and all other activities Sub-Servicing Agreement that, based on an Officers’ Certificate of the Master Servicer hereunderdelivered to the Indenture Trustee (upon which the Indenture Trustee can conclusively rely), meets the requirements applicable to Sub-Servicing Agreements set forth in this Servicing Agreement and that is otherwise permitted under this Servicing Agreement. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC Fxxxxxx Mac or FNMA Fxxxxx Mae approved mortgage servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Servicing Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing 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, Noteholders without the consent of the Holders of Certificates Notes entitled to at least 5166% of the Voting Rights. Notwithstanding ; provided, further, that the consent of the Holders of Notes entitled to at least 66% of the Voting Rights shall not be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub-Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub-Servicing Agreement, which, in each case, shall not be inconsistent or contrary provision with the provisions of this Servicing Agreement. Any variation without the consent of the Holders of Notes entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, neither any Interim Subservicer nor any Interim or credits and charges to the Sub-Servicing Accounts or the timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Servicing Agreement and therefore prohibited. The Master Servicer shall be subject deliver to the foregoing provisions during Indenture Trustee, upon its request, copies of all Sub-Servicing Agreements, and any amendments or modifications thereof, promptly upon the Interim Servicing Period for any related Mortgage LoanMaster Servicer’s execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub- Servicers for the servicing and administration of the Mortgage Loans Loans; provided, however, that such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates. The Trust Administrator and for the performance of any and all other activities Trustee are hereby authorized to acknowledge, at the request of the Master Servicer hereunderServicer, any Sub-Servicing Agreement that meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Sub- Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC Xxxxxxx Mac or FNMA Xxxxxx Mae approved mortgage servicer. Each Sub-Sub- Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Sub- Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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, Certificateholders without the consent of the Holders of Certificates entitled to at least 5166% of the Voting Rights. Notwithstanding ; provided, further, that the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights shall not be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub-Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub-Servicing Agreement, which, in each case, shall not be inconsistent or contrary provision with the provisions of this Agreement. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub-Servicing Accounts or the Interim timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the Trustee and the Trust Administrator copies of all Sub-Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub- Servicers for the servicing and administration of the Mortgage Loans Loans; provided, however, that such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates. The Trust Administrator and for the performance of any and all other activities Trustee are hereby authorized to acknowledge, at the request of the Master Servicer hereunderServicer, any Sub-Servicing Agreement that meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC Xxxxxxx Mac or FNMA Xxxxxx Mae approved mortgage servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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, Certificateholders without the consent of the Holders of Certificates entitled to at least 5166% of the Voting Rights. Notwithstanding ; provided, further, that the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights shall not be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub-Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub- Servicing Agreement, which, in each case, shall not be inconsistent or contrary provision with the provisions of this Agreement. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub-Servicing Accounts or the Interim timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the Trustee and the Trust Administrator copies of all Sub- Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans and for Loans; PROVIDED, HOWEVER, that such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the performance rating on any Class of any and all other activities Certificates. The Trustee is hereby authorized to acknowledge, at the request of the Master Servicer hereunderServicer, any Sub-Servicing Agreement that meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC Freddie Mac or FNMA Fannie Mae approved mortgage servicermxxxxxxx servicex. Each Xxxh Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; providedPROVIDED, howeverHOWEVER, that any such amendments or different forms shall be consistent with and not violate the provisions of 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, Certificateholders without the consent of the Holders of Certificates entitled to at least 5166% of the Voting Rights. Notwithstanding ; PROVIDED, FURTHER, that the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights shall not be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub- Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub-Servicing Agreement, which, in each case, shall not be inconsistent or contrary provision with the provisions of this Agreement. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub- Servicing Accounts or the Interim timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the Trustee copies of all Sub-Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be 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 Sub-Servicing Agreement, and in either case shall be a FHLMC or FNMA approved mortgage servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With the consent of the Trustee, which consent shall not be unreasonably withheld, the Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 51% of the Voting Rights. Notwithstanding any inconsistent or contrary provision of this Agreement, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject to the foregoing provisions during the Interim Servicing Period for any related Mortgage Loan.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder; provided, however, that such agreements would not result in a withdrawal or a downgrading by Standard & Poor's of its rating on any Class of Certificates. Each Sub-Servicer shall be either (i) an institution institution, the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loansloans comparable to the Mortgage Loans, and in either case shall be a Fxxxxxx Mac or Fxxxxx Mae approved mortgage servicer and shall be 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 Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, and in either case shall be a FHLMC or FNMA approved mortgage servicer. Each Any Sub-Servicing Agreement must impose on entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and Servicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With the consent of the Trustee, which consent shall not be unreasonably withheld, the The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing AgreementsAgreements providing for, among other things, the delegation by the Master Servicer to a Sub-Servicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 Certificate Insurer or Certificateholders, without the consent of the Certificate Insurer or the Holders of Certificates entitled to at least 51% of the Voting Rights. Notwithstanding any inconsistent or contrary provision of this Agreement, neither any Interim Subservicer nor any Interim The parties hereto acknowledge that the initial Sub-Servicer shall be Countrywide. The Master Servicer has entered into a separate Sub-Servicing Agreement shall be subject to with Countrywide for the foregoing provisions during servicing and administration of certain of the Interim Mortgage Loans and may enter into additional Sub-Servicing Period Agreements with other Sub-Servicers for any related the servicing and administration of certain of the Mortgage LoanLoans.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans and for Loans; provided, however, that such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the performance rating on any Class of Notes. The Indenture Trustee is hereby authorized to acknowledge, at the request of the Master Servicer, any and all other activities Sub-Servicing Agreement that, based on an Officers' Certificate of the Master Servicer hereunderdelivered to the Indenture Trustee (upon which the Indenture Trustee can conclusively rely), meets the requirements applicable to Sub-Servicing Agreements set forth in this Servicing Agreement and that is otherwise permitted under this Servicing Agreement. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC Fxxxxxx Mac or FNMA Fxxxxx Mae approved mortgage servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Servicing Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing 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, Noteholders without the consent of the Holders of Certificates Notes entitled to at least 5166% of the Voting Rights. Notwithstanding ; provided, further, that the consent of the Holders of Notes entitled to at least 66% of the Voting Rights shall not be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub-Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub-Servicing Agreement, which, in each case, shall not be inconsistent or contrary provision with the provisions of this Servicing Agreement. Any variation without the consent of the Holders of Notes entitled to at least [__]% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, neither any Interim Subservicer nor any Interim or credits and charges to the Sub-Servicing Accounts or the timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Servicing Agreement and therefore prohibited. The Master Servicer shall be subject deliver to the foregoing provisions during Indenture Trustee, upon its request, copies of all Sub-Servicing Agreements, and any amendments or modifications thereof, promptly upon the Interim Servicing Period for any related Mortgage LoanMaster Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of Loans; provided, however, that the Master Servicer hereundershall have first obtained the consent of the Certificate Insurer and provided such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the rating or any shadow rating on any Class of Certificates. For the purposes of this Section 3.02, agreements concerning the outsourcing of taxes, insurance and the reconveyance and marketing of REO properties shall not constitute Sub-Servicing Agreements; provided, however, that the Master Servicer shall remain primarily liable with respect to any such agreements entered into by the Master Servicer. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC or FNMA approved mortgage servicer. Each Sub-Servicing SubServicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 Certificate Insurer and the Holders of Certificates entitled to at least 5166% of the Voting Rights. Notwithstanding any inconsistent Any variation without the consent of the Certificate Insurer and the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or contrary provision priority requirements of this AgreementSub-Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub-Servicing Accounts or the Interim timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the Trustee and the Certificate Insurer copies of all Sub-Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder; provided, however, that such agreements would not result in a withdrawal or a downgrading by Standard & Poor’s of its rating on any Class of Certificates. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loansloans comparable to the Mortgage Loans, and in either case shall be 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 Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, and in either case shall be a FHLMC Fxxxxxx Mac or FNMA Fxxxxx Mae approved mortgage servicer. Each Any Sub-Servicing Agreement must impose on entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and Servicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With the consent of the Trustee, which consent shall not be unreasonably withheld, the Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing AgreementsAgreements providing for, among other things, the delegation by the Master Servicer to a Sub-Servicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 51% of the Voting Rights. Notwithstanding any inconsistent or contrary provision of this Agreement, neither any Interim Subservicer nor any Interim The parties hereto acknowledge that the initial Sub-Servicer shall be ___________. The Master Servicer has entered into a Sub-Servicing Agreement shall be subject with ___________ for the servicing and administration of the Mortgage Loans and may enter into additional Sub-Servicing Agreements with Sub-Servicers acceptable to the foregoing provisions during Trustee for the Interim Servicing Period for any related servicing and administration of certain of the Mortgage LoanLoans.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub- Servicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder; provided, however, that such agreements would not result in a withdrawal or a downgrading by Standard & Poor's of its rating on any Class of Certificates. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loansloans comparable to the Mortgage Loans, and in either case shall be 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 Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, and in either case shall be a FHLMC Freddie Mac or FNMA Fannie Mae approved mortgage servicermorxxxxx xervicer. Each Xxx Xub-Servicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and shall provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With the consent of the Trustee, which consent shall not be unreasonably withheld, the Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Sub- Servicing Agreements or enter into different forms of Sub-Servicing AgreementsAgreements providing for, among other things, the delegation by the Master Servicer to a Sub-Servicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 51% of the Voting Rights. Notwithstanding any inconsistent or contrary provision of this Agreement, neither any Interim Subservicer nor any Interim The parties hereto acknowledge that the initial Sub-Servicer shall be Wendover. The Master Servicer has entered into a Sub-Servicing Agreement shall be subject with Wendover for the servicing and administration of the Mortgage Loans and may enter into additional Sub-Servicing Agreements with Sub-Servicers acceptable to the foregoing provisions during Trustee for the Interim Servicing Period for any related servicing and administration of certain of the Mortgage LoanLoans.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub- Servicers for the servicing and administration of the Mortgage Loans Loans; provided, however, that (i) such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates and for (ii) the performance of any and all other activities NIMS Insurer shall have consented to such Sub- Servicing Agreement. The Trustee is hereby authorized to acknowledge, at the request of the Master Servicer hereunderServicer, any Sub-Servicing Agreement that meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Sub- Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC Xxxxxxx Mac or FNMA Xxxxxx Mae approved mortgage servicer. Each Sub-Sub- Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Sub- Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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, Certificateholders without the consent of the Holders of Certificates entitled to at least 5166% of the Voting Rights. Notwithstanding ; provided, further, that the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights shall not be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub-Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub-Servicing Agreement, which, in each case, shall not be inconsistent or contrary provision with the provisions of this Agreement. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub-Servicing Accounts or the Interim timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the NIMS Insurer and the Trustee copies of all Sub- Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers for the any servicing and administration of the Mortgage Loans and for with any institution which is in compliance with the performance laws of any and all other activities of the Master Servicer hereunder. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the each state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law necessary to enable the SubServicer it to perform its obligations hereunder and under the Sub-Servicing Agreement, and in either case shall be a FHLMC or FNMA approved mortgage servicer. Each such Sub-Servicing Agreement and which (i) has been designated an approved seller-servicer by FHLMC or FNMA for first and second mortgage loans and (ii) (except for LSI Financial Group), has equity of at least $15,000,000, as determined in accordance with generally accepted accounting principles, and (iii) must impose on have demonstrated proficiency in the Sub-Servicer requirements conforming servicing of mortgage loans having similar characteristics (including credit characteristics) to the provisions set forth in Section 3.08 and provide for servicing of Mortgage Loans. The Master Servicer shall give notice to the Mortgage Loans consistent with Seller, the terms of this Agreement. With the consent of Transferor, the Trustee, which Xxxxx'x, S&P and the Certificate Insurer of the removal or appointment of any Sub-Servicer; no such removal or appointment shall be effective unless the Trustee shall have received the prior consent shall not be unreasonably withheldof Xxxxx'x, the Master Servicer Certificate Insurer and the Sub-Servicers may enter into S&P. Any such Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms Agreement shall be consistent with and not violate the provisions of 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 51% of the Voting Rights. Notwithstanding any inconsistent or contrary provision For purposes of this Agreement, neither any Interim Subservicer nor any Interim Servicing Agreement the Master Servicer shall be subject deemed to have received payments on or with respect to Mortgage Loans when any Sub-Servicer has received such payments. For purposes of this Agreement, the foregoing provisions during Master Servicer shall be deemed to have made a payment required to be made by it hereunder when any Sub-Servicer has made such payment in the Interim Servicing Period for manner required of the Master Servicer hereunder. For purposes of this Agreement, the Master Servicer shall be deemed to have delivered any related Mortgage Loandocument required to be delivered by it hereunder when any Sub-Servicer has delivered such document in the manner required of the Master Servicer hereunder. As of the Startup Day, the only Sub-Servicer is LSI Financial Group.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub- Servicers for the servicing and administration of the Mortgage Loans and for Loans; provided, however, that such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the performance rating on any Class of any and all other activities Certificates. The Trustee is hereby authorized to acknowledge, at the request of the Master Servicer hereunderServicer, any Sub-Servicing Agreement that meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC or FNMA approved mortgage servicer. Each Sub-Sub- Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Sub- Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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, Certificateholders without the consent of the Holders of Certificates entitled to at least 5166% of the Voting Rights. Notwithstanding ; provided, further, that the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights shall not be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub-Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub-Servicing Agreement, which, in each case, shall not be inconsistent or contrary provision with the provisions of this Agreement. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub- Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub-Servicing Accounts or the Interim timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the Trustee copies of all Sub-Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans and for Loans; provided, however, that such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the performance rating on any Class of any and all other activities Certificates. The Trustee is hereby authorized to acknowledge, at the request of the Master Servicer hereunderServicer, any Sub-Servicing Agreement that meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC Freddie Mac or FNMA Fannie Mae approved mortgage servicermxxxxxxx servicex. Each Xxxh Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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, Certificateholders without the consent of the Holders of Certificates entitled to at least 5166% of the Voting Rights. Notwithstanding ; provided, further, that the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights shall not be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub- Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub-Servicing Agreement, which, in each case, shall not be inconsistent or contrary provision with the provisions of this Agreement. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub- Servicing Accounts or the Interim timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the Trustee copies of all Sub-Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements (provided that the Master Servicer shall have obtained the consent of the Certificate Insurer and provided such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the rating or any shadow rating on any Class of Certificates) with SubServicers Sub-Servicers, for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunderLoans. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, (ii) an institution approved as a mortgage loan originator by the Federal Housing Administration or an institution the deposit accounts in which are insured by the FDIC and in either case shall be (iii) a FHLMC or FNMA approved mortgage servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Servicers SubServicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 CertificateholdersCertificateholders or the Certificate Insurer, without the consent of the Certificate Insurer and the Holders of Certificates entitled to at least 5166% of the Voting Rights. Notwithstanding any inconsistent Any variation without the consent of the Certificate Insurer and the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or contrary provision priority requirements of this AgreementSub-Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub-Servicing Accounts or the Interim timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the Trustee and the Certificate Insurer copies of all Sub-Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder; provided, however, that such agreements would not result in a withdrawal or a downgrading by Standard & Poor's of its rating on any Class of Certificates. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loansloans comparable to the Mortgage Loans, and in either case shall be 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 Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, and in either case shall be a FHLMC Xxxxxxx Mac or FNMA Xxxxxx Mae approved mortgage servicer. Each Any Sub-Servicing Agreement must impose on entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and Servicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With the consent of the Trustee, which consent shall not be unreasonably withheld, the Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Sub- Servicing Agreements or enter into different forms of Sub-Servicing AgreementsAgreements providing for, among other things, the delegation by the Master Servicer to a Sub-Servicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 51% of the Voting Rights. Notwithstanding any inconsistent or contrary provision of this Agreement, neither any Interim Subservicer nor any Interim The parties hereto acknowledge that the initial Sub-Servicer shall be Countrywide. The Master Servicer has entered into a Sub-Servicing Agreement shall be subject with Countrywide for the servicing and administration of the Mortgage Loans and may enter into additional Sub-Servicing Agreements with Sub-Servicers acceptable to the foregoing provisions during Trustee for the Interim Servicing Period for any related servicing and administration of certain of the Mortgage LoanLoans.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans Loans; provided, however, that (i) such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates and for (ii) the performance of any and all other activities NIMS Insurer shall have consented to such Sub-Servicing Agreement. The Trustee is hereby authorized to acknowledge, at the request of the Master Servicer hereunderServicer, any Sub-Servicing Agreement that meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC Xxxxxxx Mac or FNMA Xxxxxx Mae approved mortgage servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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, Certificateholders without the consent of the Holders of Certificates entitled to at least 5166% of the Voting Rights. Notwithstanding ; provided, further, that the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights shall not be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub-Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub-Servicing Agreement, which, in each case, shall not be inconsistent or contrary provision with the provisions of this Agreement. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub-Servicing Accounts or the Interim timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the NIMS Insurer and the Trustee copies of all Sub-Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder; provided, however, that such agreements would not result in a withdrawal or a downgrading by Standard & Poor's of its rating on any Class of Certificates. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loansloans comparable to the Mortgage Loans, and in either case shall be 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 Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, and in either case shall be a FHLMC Freddie Mac or FNMA Fannie Mae approved mortgage servicer. Each Any Sub-Servicinx Xxxxxment entxxxx xnto by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and shall provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With the consent of the Trustee, which consent shall not be unreasonably withheld, the Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing AgreementsAgreements providing for, among other things, the delegation by the Master Servicer to a Sub-Servicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 51% of the Voting Rights. Notwithstanding any inconsistent or contrary provision of this Agreement, neither any Interim Subservicer nor any Interim The parties hereto acknowledge that the initial Sub-Servicer shall be ___________. The Master Servicer has entered into a Sub-Servicing Agreement shall be subject with ___________ for the servicing and administration of the Mortgage Loans and may enter into additional Sub-Servicing Agreements with Sub-Servicers acceptable to the foregoing provisions during Trustee for the Interim Servicing Period for any related servicing and administration of certain of the Mortgage LoanLoans.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans and for Loans; PROVIDED, HOWEVER, that such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the performance rating on any Class of any and all other activities Certificates. The Trustee is hereby authorized to acknowledge, at the request of the Master Servicer hereunderServicer, any Sub-Servicing Agreement that meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC Xxxxxxx Mac or FNMA Xxxxxx Mae approved mortgage servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; providedPROVIDED, howeverHOWEVER, that any such amendments or different forms shall be consistent with and not violate the provisions of 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, Certificateholders without the consent of the Holders of Certificates entitled to at least 5166% of the Voting Rights. Notwithstanding ; PROVIDED, FURTHER, that the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights shall not be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub- Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub-Servicing Agreement, which, in each case, shall not be inconsistent or contrary provision with the provisions of this Agreement. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub- Servicing Accounts or the Interim timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the Trustee copies of all Sub-Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers for the servicing and administration of the Mortgage Loans Loans; provided, however, that any Sub-Servicer shall be acceptable to the Certificate Insurer and for provided such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the performance rating or any shadow rating on any Class of any and all other activities Certificates. The Trustee is hereby authorized to acknowledge, at the request of the Master Servicer hereunderServicer, any Sub-Servicing Agreement that meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC or FNMA approved mortgage servicer. Each Sub-Servicing SubServicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 CertificateholdersCertificateholders without the consent of the Certificate Insurer and the Holders of Certificates entitled to at least 66% of the Voting Rights; provided, without further, that the consent of the Holders of Certificates entitled to at least 5166% of the Voting Rights. Notwithstanding Rights shall not be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub-Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub-Servicing Agreement, which, in each case, shall not be inconsistent or contrary provision with the provisions of this Agreement. Any variation without the consent of the Certificate Insurer and the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub-Servicing Accounts or the Interim timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the Trustee and the Certificate Insurer copies of all Sub-Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loansloans comparable to the Mortgage Loans, and in either case shall be 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 Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing servicing Agreement, and in either case shall be a FHLMC or FNMA approved mortgage servicer. Each Any Sub-Servicing servicing Agreement must impose on entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and servicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Trustee, which consent shall not be unreasonably withheld, the Master Servicer and the Sub-Servicers may enter into Sub-Servicing servicing Agreements and make amendments to the Sub-Servicing servicing Agreements or enter into different forms of Sub-Servicing Agreementsservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Sub-Servicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing 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 51% of the Voting Rights. Notwithstanding any inconsistent or contrary provision of this Agreement, neither any Interim Subservicer nor any Interim Servicing Agreement The parties hereto acknowledge that the initial Sub-Servicer shall be subject to the foregoing provisions during the Interim Servicing Period for any related Mortgage LoanImpac Funding Corporation.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder; provided, however, that such agreements would not result in a withdrawal or a downgrading by Standard & Poor's of its rating on any Class of Certificates. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loansloans comparable to the Mortgage Loans, and in either case shall be 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 Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, and in either case shall be a FHLMC Xxxxxxx Mac or FNMA Xxxxxx Mae approved mortgage servicer. Each Any Sub-Servicing Agreement must impose on entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and Servicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With the consent of the Trustee, which consent shall not be unreasonably withheld, the The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing AgreementsAgreements providing for, among other things, the delegation by the Master Servicer to a Sub-Servicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 51% of the Voting Rights. Notwithstanding any inconsistent or contrary provision of this Agreement, neither any Interim Subservicer nor any Interim The parties hereto acknowledge that the initial Sub-Servicer shall be GMAC. The Master Servicer has entered into a separate Sub-Servicing Agreement shall be subject to with each of Countrywide Home Loans Servicing LP, GMAC, Midland Loan Services, Inc. and Deutsche Bank National Trust Company for the foregoing provisions during servicing and administration of certain of the Interim Mortgage Loans and may enter into additional Sub-Servicing Period Agreements with Sub-Servicers for any related the servicing and administration of certain of the Mortgage LoanLoans.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub- Servicers for the servicing and administration of the Mortgage Loans Loans; provided, however, that any Sub-Servicer shall be acceptable to the Certificate Insurer and for provided such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the performance rating or any shadow rating on any Class of any Certificates. The Trust Administrator and all other activities the Trustee are hereby authorized to acknowledge, at the request of the Master Servicer hereunderServicer, any Sub-Servicing Agreement that meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC Xxxxxxx Mac or FNMA Xxxxxx Mae approved mortgage servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 CertificateholdersCertificateholders without the consent of the Certificate Insurer and the Holders of Certificates entitled to at least 66% of the Voting Rights; provided, without further, that the consent of the Holders of Certificates entitled to at least 5166% of the Voting Rights. Notwithstanding Rights shall not be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub-Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub-Servicing Agreement, which, in each case, shall not be inconsistent or contrary provision with the provisions of this Agreement. Any variation without the consent of the Certificate Insurer and the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub-Servicing Accounts or the Interim timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the Trustee, the Trust Administrator and the Certificate Insurer copies of all Sub-Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans XXXx and for the performance of any and all other activities of the Master Servicer Service hereunder, subject to the prior approval of such Sub-Servicers by the Rating Agencies. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing shared appreciation mortgage loans, and in either case shall be 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 Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, and in either case shall be a FHLMC Xxxxxxx Mac or FNMA Xxxxxx Mae approved mortgage servicer. Each Any Sub-Servicing Agreement must impose on entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder other than [Master Servicer name] or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, any Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and Servicing Agreement shall provide for servicing of the Mortgage Loans XXXx consistent with the terms of this Agreement. With the consent of the Trustee, which consent shall not be unreasonably withheld, the Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 51% of the Voting Rights. Notwithstanding any inconsistent or contrary provision Fractional Undivided Interests of this Agreement, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject to all the foregoing provisions during Certificates in the Interim Servicing Period for any related Mortgage Loanaggregate.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements may, with SubServicers the prior written consent of the Certificate Insurer, 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 of this Agreement relating to agreements or arrangements between the Master Servicer or a subservicer or reference to actions taken through a Master Servicer or otherwise, the Master Servicer shall remain obligated and liable to the Depositor, the Trustee, the Certificate Insurer 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 for to the performance same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans. The Master Servicer shall not amend any such Subservicing Agreement without the Certificate Insurer's prior written consent. Every subservicing agreement entered into by the Master Servicer shall contain a provision giving the successor Master Servicer the option to terminate such agreement in the event a successor Master Servicer is appointed. All actions of any and all other activities each subservicer performed pursuant to the related subservicing agreement shall be performed as an agent of the Master Servicer hereunder. Each Sub-Servicer shall be either (i) an institution with the accounts of which are insured same force and effect as if performed directly by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be 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 Sub-Servicing Agreement, and in either case shall be a FHLMC or FNMA approved mortgage servicerMaster Servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms For purposes of this Agreement. With the consent of the Trustee, which consent shall not be unreasonably withheld, the Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments shall be deemed to have received any collections, recoveries or payments with respect to the Sub-Servicing Agreements or enter into different forms Mortgage Loans that are received by a subservicer regardless of Sub-Servicing Agreements; provided, however, that any whether such amendments or different forms shall be consistent with and not violate payments are remitted by the provisions of 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 subservicer to the interests of the Certificateholders, without the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights. Notwithstanding any inconsistent or contrary provision of this Agreement, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject to the foregoing provisions during the Interim Servicing Period for any related Mortgage LoanMaster Servicer.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may may, and until such time as each Rating Agency confirms that the failure to do so would not result in a withdrawal or downgrading of the ratings on the Class A Certificates or the Mezzanine Certificates, shall, enter into Sub-Servicing Agreements (provided that such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the ratings on the Class A Certificates or the Mezzanine Certificates) with SubServicers Sub-Servicers, for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunderLoans. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, (ii) an institution approved as a mortgage loan originator by the Federal Housing Administration or an institution the deposit accounts in which are insured by the FDIC and in either case shall be (iii) a FHLMC or FNMA approved mortgage servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 5166% of the Voting Rights. Notwithstanding any inconsistent Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or contrary provision priority requirements of this AgreementSub-Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub-Servicing Accounts or the Interim timing and amount of remittances by the Sub- Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the Trustee copies of all Sub- Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer Service hereunder. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be 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 Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, and in either case shall be a FHLMC Freddie Mac or FNMA approved mortgage servicerFannie Mae approvxx xxxxgage serxxxxx. Each Any Sub-Servicing Agreement must impose on entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder other than [ ] or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and Servicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With the consent of the Trustee, which consent shall not be unreasonably withheld, the Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 51[ ]% of the Voting RightsFractional Undivided Interests. Notwithstanding any inconsistent or contrary provision of this Agreement, neither any Interim Subservicer nor any Interim Servicing Agreement The parties hereto acknowledge that the initial Sub-Servicer shall be subject to the foregoing provisions during the Interim Servicing Period for any related Mortgage Loan[ ].

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans Loans; provided, however, that (i) such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates and for (ii) the performance of any and all other activities NIMS Insurer shall have consented to such Sub-Servicing Agreement. The Trustee is hereby authorized to acknowledge, at the request of the Master Servicer hereunderServicer, any Sub-Servicing Agreement that meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC Xxxxxxx Mac or FNMA Xxxxxx Mae approved mortgage servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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, Certificateholders without the consent of the Holders of Certificates entitled to at least 5166% of the Voting Rights. Notwithstanding ; provided, further, that the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights shall not be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub-Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub-Servicing Agreement, which, in each case, shall not be inconsistent or contrary provision with the provisions of this Agreement. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub-Servicing Accounts or the Interim timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the NIMS Insurer and the Trustee copies of all Sub-Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer’s execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub- Servicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be 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 Sub- Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, and in either case shall be a FHLMC or FNMA approved mortgage servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With the consent of the Trustee, which consent shall not be unreasonably withheld, the Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 51% of the Voting Rights. Notwithstanding any inconsistent or contrary provision of this Agreement, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject to the foregoing provisions during the Interim Servicing Period for any related Mortgage Loan.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers for the any servicing and administration of the Mortgage Loans and for with any institution which is in compliance with the performance laws of any and all other activities of the Master Servicer hereunder. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the each state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law necessary to enable the SubServicer it to perform its obligations hereunder and under the Sub-Servicing Agreement, and in either case shall be a FHLMC or FNMA approved mortgage servicer. Each such Sub-Servicing Agreement and which (i) has been designated an approved seller-servicer by FHLMC or FNMA for first and second mortgage loans and (ii) has equity of at least $15,000,000, as determined in accordance with generally accepted accounting principles (except for LSI Financial Group), and (iii) must impose on have demonstrated proficiency in the Sub-Servicer requirements conforming servicing of mortgage loans having similar characteristics (including credit characteristics) to the provisions set forth in Section 3.08 and provide for servicing of Mortgage Loans. The Master Servicer shall give notice to the Mortgage Loans consistent with Seller, the terms of this Agreement. With the consent of Transferor, the Trustee, which Xxxxx'x, S&P and the Certificate Insurer of the removal or appointment of any Sub-Servicer; no such removal or appointment shall be effective unless the Trustee shall have received the prior consent shall not be unreasonably withheldof Xxxxx'x, the Master Servicer Certificate Insurer and the Sub-Servicers may enter into S&P. Any such Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms Agreement shall be consistent with and not violate the provisions of 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 51% of the Voting Rights. Notwithstanding any inconsistent or contrary provision For purposes of this Agreement, neither any Interim Subservicer nor any Interim Servicing Agreement the Master Servicer shall be subject deemed to have received payments on or with respect to Mortgage Loans when any Sub-Servicer has received such payments. For purposes of this Agreement, the foregoing provisions during Master Servicer shall be deemed to have made a payment required to be made by it hereunder when any Sub-Servicer has made such payment in the Interim Servicing Period for manner required of the Master Servicer hereunder. For purposes of this Agreement, the Master Servicer shall be deemed to have delivered any related Mortgage Loandocument required to be delivered by it hereunder when any Sub-Servicer has delivered such document in the manner required of the Master Servicer hereunder. As of the Startup Day, the only Sub-Servicer is LSI Financial Group.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers for the servicing and administration of the Mortgage Loans Loans; provided, however, that any Sub-Servicer shall be acceptable to the Certificate Insurer and for provided such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the performance rating or any shadow rating on any Class of any and all other activities Certificates. The Trustee is hereby authorized to acknowledge, at the request of the Master Servicer hereunderServicer, any Sub-Servicing Agreement that meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC or FNMA approved mortgage servicer. Each Sub-Servicing SubServicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 Certificate Insurer and the Holders of Certificates entitled to at least 5166% of the Voting Rights. Notwithstanding any inconsistent Any variation without the consent of the Certificate Insurer and the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or contrary provision priority requirements of this AgreementSub-Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub-Servicing Accounts or the Interim timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the Trustee and the Certificate Insurer copies of all Sub-Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements (provided that such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the ratings on the Class A Certificates or the Mezzanine Certificates) with SubServicers Sub-Servicers, for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunderLoans. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, (ii) an institution approved as a mortgage loan originator by the Federal Housing Administration or an institution the deposit accounts in which are insured by the FDIC and in either case shall be (iii) a FHLMC or FNMA approved mortgage servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 5166% of the Voting Rights. Notwithstanding any inconsistent Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or contrary provision priority requirements of this AgreementSub-Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub-Servicing Accounts or the Interim timing and amount of remittances by the Sub- Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the Trustee copies of all Sub- Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer Service hereunder. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be 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 Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, and in either case shall be a FHLMC or FNMA approved mortgage servicer. Each Any Sub-Servicing Agreement must impose on entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder other than ICI Funding or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and Servicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With the consent of the Trustee, which consent shall not be unreasonably withheld, the Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 51% of the Voting RightsFractional Undivided Interests. Notwithstanding any inconsistent or contrary provision of this Agreement, neither any Interim Subservicer nor any Interim Servicing Agreement The parties hereto acknowledge that the initial Sub-Servicer shall be subject to the foregoing provisions during the Interim Servicing Period for any related Mortgage Loan.Wendover Funding Inc.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder; provided, however, that such agreements would not result in a withdrawal or a downgrading by Standard & Poor's of its rating on any Class of Certificates. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loansloans comparable to the Mortgage Loans, and in either case shall be 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 Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, and in either case shall be a FHLMC Xxxxxxx Mac or FNMA Xxxxxx Mae approved mortgage servicer. Each Any Sub-Servicing Agreement must impose on entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and Servicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With the consent of the Trustee, which consent shall not be unreasonably withheld, the The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing AgreementsAgreements providing for, among other things, the delegation by the Master Servicer to a Sub-Servicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 51% of the Voting Rights. Notwithstanding any inconsistent or contrary provision of this Agreement, neither any Interim Subservicer nor any Interim The parties hereto acknowledge that the initial Sub-Servicer shall be GMAC. The Master Servicer has entered into a separate Sub-Servicing Agreement shall be subject to with each of GMAC and Xxxxx Fargo Bank, N.A. for the foregoing provisions during servicing and administration of certain of the Interim Mortgage Loans and may enter into additional Sub-Servicing Period Agreements with Sub-Servicers for any related the servicing and administration of certain of the Mortgage LoanLoans.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub- Servicers for the servicing and administration of the Mortgage Loans Loans; provided, however, that (i) such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates and for (ii) the performance of any and all other activities NIMS Insurer shall have consented to such Sub- Servicing Agreement. The Trustee is hereby authorized to acknowledge, at the request of the Master Servicer hereunderServicer, any Sub-Servicing Agreement that meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Sub- Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC Freddie Mac or FNMA approved mortgage Fxxxxx Xae approxxx xxrtgage servicer. Each Sub-Sub- Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Sub- Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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, Certificateholders without the consent of the Holders of Certificates entitled to at least 5166% of the Voting Rights. Notwithstanding ; provided, further, that the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights shall not be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub-Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub-Servicing Agreement, which, in each case, shall not be inconsistent or contrary provision with the provisions of this Agreement. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub-Servicing Accounts or the Interim timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the Trustee and the NIMS Insurer copies of all Sub- Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder; provided, however, that such agreements would not result in a withdrawal or a downgrading by Standard & Poor's of its rating on any Class of Certificates. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loansloans comparable to the Mortgage Loans, and in either case shall be 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 Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, and in either case shall be a FHLMC Fxxxxxx Mac or FNMA Fxxxxx Mae approved mortgage servicer. Each Any Sub-Servicing Agreement must impose on entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom (except that in the case of Midland acting as a Sub-Servicer, neither the Master Servicer requirements conforming to nor any successor Master Servicer shall terminate the provisions set forth in Section 3.08 and related Sub-Servicing Agreement without cause). In addition, each Sub-Servicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With the consent of the Trustee, which consent shall not be unreasonably withheld, the The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing AgreementsAgreements providing for, among other things, the delegation by the Master Servicer to a Sub-Servicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 Certificate Insurer or Certificateholders, without the consent of the Certificate Insurer or the Holders of Certificates entitled to at least 51% of the Voting Rights. Notwithstanding any inconsistent or contrary provision of this AgreementThe parties hereto acknowledge that the initial Sub-Servicers shall be Countrywide, neither any Interim Subservicer nor any Interim Midland and GMAC. The Master Servicer has entered into a separate Sub-Servicing Agreement shall be subject to with each of Countrywide, GMAC and Midland for the foregoing provisions during servicing and administration of certain of the Interim Mortgage Loans and may enter into additional Sub-Servicing Period Agreements with Sub-Servicers for any related the servicing and administration of certain of the Mortgage LoanLoans.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder; provided, however, that such agreements would not result in a withdrawal or a downgrading by Standard & Poor's of its rating on any Class of Certificates. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loansloans comparable to the Mortgage Loans, and in either case shall be 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 Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, and in either case shall be a FHLMC Xxxxxxx Mac or FNMA Xxxxxx Mae approved mortgage servicer. Each Any Sub-Servicing Agreement must impose on entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and Servicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With the consent of the Trustee, which consent shall not be unreasonably withheld, the The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing AgreementsAgreements providing for, among other things, the delegation by the Master Servicer to a Sub-Servicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 51% of the Voting Rights. Notwithstanding any inconsistent or contrary provision of this Agreement, neither any Interim Subservicer nor any Interim The parties hereto acknowledge that the initial Sub-Servicer shall be Countrywide. The Master Servicer has entered into a separate Sub-Servicing Agreement shall be subject to with Countrywide for the foregoing provisions during servicing and administration of certain of the Interim Mortgage Loans and may enter into additional Sub-Servicing Period Agreements with other Sub-Servicers for any related the servicing and administration of certain of the Mortgage LoanLoans.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub- Servicers for the servicing and administration of the Mortgage Loans and for Loans; provided, however, that such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the performance rating on any Class of Certificates. The Trustee is hereby authorized to acknowledge, at the request of the Master Servicer, any and all other activities Sub-Servicing Agreement that, based on an Officers' Certificate of the Master Servicer hereunderdelivered to the Trustee (upon which the Trustee can conclusively rely), meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Sub- Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC Freddie Mac or FNMA approved mortgage Fannie Xxx xxxroved moxxxxxx servicer. Each Sub-Sub- Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Sub- Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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, Certificateholders without the consent of the Holders of Certificates entitled to at least 5166% of the Voting Rights. Notwithstanding ; provided, further, that the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights shall not be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub-Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub-Servicing Agreement, which, in each case, shall not be inconsistent or contrary provision with the provisions of this Agreement. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub-Servicing Accounts or the Interim timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the Trustee copies of all Sub-Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans Loans; PROVIDED, HOWEVER, that (i) such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates and for (ii) the performance of any and all other activities NIMS Insurer shall have consented to such Sub-Servicing Agreement. The Trustee is hereby authorized to acknowledge, at the request of the Master Servicer hereunderServicer, any Sub-Servicing Agreement that meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC Freddie Mac or FNMA approved mortgage Fxxxxx Xae approxxx xxrtgage servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; providedPROVIDED, howeverHOWEVER, that any such amendments or different forms shall be consistent with and not violate the provisions of 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, Certificateholders without the consent of the Holders of Certificates entitled to at least 5166% of the Voting Rights. Notwithstanding ; PROVIDED, FURTHER, that the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights shall not be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub-Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub-Servicing Agreement, which, in each case, shall not be inconsistent or contrary provision with the provisions of this Agreement. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub-Servicing Accounts or the Interim timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the NIMS Insurer and the Trustee copies of all Sub-Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may may, and until such time as each Rating Agency confirms that the failure to do so would not result in a withdrawal or downgrading of the ratings on the Class A Certificates or the Mezzanine Certificates, Long Beach shall, enter into SubServicing Agreements (provided that such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the ratings on the Class A Certificates or the Mezzanine Certificates) with Sub-Servicing Agreements with SubServicers Servicers, for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunderLoans. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, (ii) an institution approved as a mortgage loan originator by the Federal Housing Administration or an institution the deposit accounts in which are insured by the FDIC and in either case shall be (iii) a FHLMC or FNMA approved mortgage servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Servicers SubServicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 5166% of the Voting Rights. Notwithstanding any inconsistent Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or contrary provision priority requirements of this AgreementSub-Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub-Servicing Accounts or the Interim timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the Trustee copies of all Sub-Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub- Servicers for the servicing and administration of the Mortgage Loans and for Loans; provided, however, that such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the performance rating on any Class of any and all other activities Certificates. The Trustee is hereby authorized to acknowledge, at the request of the Master Servicer hereunderServicer, any Sub-Servicing Agreement that meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC Xxxxxxx Mac or FNMA Xxxxxx Mae approved mortgage servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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, Certificateholders without the consent of the Holders of Certificates entitled to at least 5166% of the Voting Rights. Notwithstanding ; provided, further, that the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights shall not be required (i) to cure any ambiguity or defect in a Sub- Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub-Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub-Servicing Agreement, which, in each case, shall not be inconsistent or contrary provision with the provisions of this Agreement. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub-Servicing Accounts or the Interim timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the Trustee copies of all Sub-Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans Loans; PROVIDED, HOWEVER, that (i) such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates and for (ii) the performance of any and all other activities NIMs Insurer shall have consented to such Sub-Servicing Agreement. The Trustee is hereby authorized to acknowledge, at the request of the Master Servicer hereunderServicer, any Sub-Servicing Agreement that meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC Fxxxxxx Mac or FNMA Fxxxxx Mae approved mortgage servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; providedPROVIDED, howeverHOWEVER, that any such amendments or different forms shall be consistent with and not violate the provisions of 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, Certificateholders without the consent of the Holders of Certificates entitled to at least 5166% of the Voting Rights. Notwithstanding ; PROVIDED, FURTHER, that the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights shall not be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub- Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub-Servicing Agreement, which, in each case, shall not be inconsistent or contrary provision with the provisions of this Agreement. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub- Servicing Accounts or the Interim timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the NIMs Insurer and the Trustee copies of all Sub-Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans Loans; provided, however, that (i) such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates and for (ii) the performance of any and all other activities NIMS Insurer shall have consented to such Sub-Servicing Agreement. The Trustee is hereby authorized to acknowledge, at the request of the Master Servicer hereunderServicer, any Sub-Servicing Agreement that meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC Xxxxxxx Mac or FNMA Xxxxxx Mae approved mortgage servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; providedPROVIDED, howeverHOWEVER, that any such amendments or different forms shall be consistent with and not violate the provisions of 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, Certificateholders without the consent of the Holders of Certificates entitled to at least 5166% of the Voting Rights. Notwithstanding ; PROVIDED, FURTHER, that the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights shall not be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub-Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub-Servicing Agreement, which, in each case, shall not be inconsistent or contrary provision with the provisions of this Agreement. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub-Servicing Accounts or the Interim timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the NIMS Insurer and the Trustee copies of all Sub-Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be 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 Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, and in either case shall be a FHLMC or FNMA approved mortgage servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With the consent of the Trustee, which consent shall not be unreasonably withheld, the Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 51% of the Voting Rights. Notwithstanding any inconsistent or contrary provision of this Agreement, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject to the foregoing provisions during the Interim Servicing Period for any related Mortgage Loan.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder; provided, however, that such agreements would not result in a withdrawal or a downgrading by Standard & Poor's of its rating on any Class of Certificates. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loansloans comparable to the Mortgage Loans, and in either case shall be 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 Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, and in either case shall be a FHLMC Xxxxxxx Mac or FNMA Xxxxxx Mae approved mortgage servicer. Each Any Sub-Servicing Agreement must impose on entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and Servicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With the consent of the Trustee, which consent shall not be unreasonably withheld, the The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing AgreementsAgreements providing for, among other things, the delegation by the Master Servicer to a Sub-Servicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 51% of the Voting Rights. Notwithstanding any inconsistent or contrary provision of this Agreement, neither any Interim Subservicer nor any Interim The parties hereto acknowledge that the initial Sub-Servicer shall be Countrywide. The Master Servicer has entered into a separate Sub-Servicing Agreement shall be subject to with each of Countrywide and Xxxxx Fargo Bank, N.A. for the foregoing provisions during servicing and administration of certain of the Interim Mortgage Loans and may enter into additional Sub-Servicing Period Agreements with Sub-Servicers for any related the servicing and administration of certain of the Mortgage LoanLoans.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub- Servicers for the servicing and administration of the Mortgage Loans Loans; PROVIDED, HOWEVER, that (i) such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates and for (ii) the performance of any and all other activities NIMS Insurer shall have consented to such Sub- Servicing Agreement. The Trustee is hereby authorized to acknowledge, at the request of the Master Servicer hereunderServicer, any Sub-Servicing Agreement that meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Sub- Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC Fxxxxxx Mac or FNMA Fxxxxx Mae approved mortgage servicer. Each Sub-Sub- Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Sub- Servicing Agreements; providedPROVIDED, howeverHOWEVER, that any such amendments or different forms shall be consistent with and not violate the provisions of 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, Certificateholders without the consent of the Holders of Certificates entitled to at least 5166% of the Voting Rights. Notwithstanding ; PROVIDED, FURTHER, that the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights shall not be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub-Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub-Servicing Agreement, which, in each case, shall not be inconsistent or contrary provision with the provisions of this Agreement. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub-Servicing Accounts or the Interim timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the NIMS Insurer and the Trustee copies of all Sub- Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub- Servicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder; provided, however, that such agreements would not result in a withdrawal or a downgrading by Standard & Poor's of its rating on any Class of Certificates. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loansloans comparable to the Mortgage Loans, and in either case shall be 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 Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, and in either case shall be a FHLMC Fxxxxxx Mac or FNMA Fxxxxx Mae approved mortgage servicer. Each Any Sub-Servicing Agreement must impose on entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which cthe Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and Servicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With the consent of the Trustee, which consent shall not be unreasonably withheld, the Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Sub- Servicing Agreements or enter into different forms of Sub-Servicing AgreementsAgreements providing for, among other things, the delegation by the Master Servicer to a Sub-Servicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 51% of the Voting Rights. Notwithstanding any inconsistent or contrary provision of this Agreement, neither any Interim Subservicer nor any Interim The parties hereto acknowledge that the initial Sub-Servicer shall be Wendover. The Master Servicer has entered into a Sub-Servicing Agreement shall be subject with Wendover for the servicing and administration of the Mortgage Loans and may enter into additional Sub-Servicing Agreements with Sub-Servicers acceptable to the foregoing provisions during Trustee for the Interim Servicing Period for any related servicing and administration of certain of the Mortgage LoanLoans.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub- Servicers for the servicing and administration of the Mortgage Loans Loans; provided, however, that such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates. The Trustee and for the performance of any and all other activities Trust Administrator are hereby authorized to acknowledge, at the request of the Master Servicer hereunderServicer, any Sub-Servicing Agreement that meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Sub- Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC Freddie Mac or FNMA approved mortgage Fannie Xxx xxxroved moxxxxxx servicer. Each Sub-Sub- Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Sub- Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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, Certificateholders without the consent of the Holders of Certificates entitled to at least 5166% of the Voting Rights. Notwithstanding ; provided, further, that the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights shall not be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub-Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub-Servicing Agreement, which, in each case, shall not be inconsistent or contrary provision with the provisions of this Agreement. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub-Servicing Accounts or the Interim timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the Trust Administrator copies of all Sub-Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servi for the servicing and administration of the Mortgage Loans and for Loans; provided, however, that such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the performance rating on any Class of any and all other activities Certificates. The Trustee is hereby authorized to acknowledge, at the request of the Master Servicer, any Sub-Servicing Agreement that the Master Servicer hereundercertifies to the Trustee meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties relating to the Loans it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC Fxxxxxx Mac or FNMA Fxxxxx Mae approved mortgage servicer. Each Sub-Servicing Servi Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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, Certificateholders without the consent of the Holders of Certificates entitled to at least 5166% of the Voting Rights. Notwithstanding Rights and the Certificate Insurer; provided, further, that the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights and the Certificate Insurer shall not be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub-Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub-Servicing Agreement, which, in each case, shall not be inconsistent or contrary provision with the provisions of this Agreement. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights or the Certificate Insurer from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub-Servicing Accounts or the Interim timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the Trustee copies of all Sub-Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans Loans; PROVIDED, HOWEVER, that (i) such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates and for (ii) the performance of any and all other activities NIMs Insurer shall have consented to such Sub-Servicing Agreement. The Trustee is hereby authorized to acknowledge, at the request of the Master Servicer hereunderServicer, any Sub-Servicing Agreement that meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC Freddie Mac or FNMA Fannie Mae approved mortgage servicerxxxxxxxe servicxx. Each Xxch Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; providedPROVIDED, howeverHOWEVER, that any such amendments or different forms shall be consistent with and not violate the provisions of 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, Certificateholders without the consent of the Holders of Certificates entitled to at least 5166% of the Voting Rights. Notwithstanding ; PROVIDED, FURTHER, that the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights shall not be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub- Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub-Servicing Agreement, which, in each case, shall not be inconsistent or contrary provision with the provisions of this Agreement. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub- Servicing Accounts or the Interim timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the NIMs Insurer and the Trustee copies of all Sub-Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub- Servicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder; provided, however, that such agreements would not result in a withdrawal or a downgrading by Standard & Poor's of its rating on any Class of Certificates. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loansloans comparable to the Mortgage Loans, and in either case shall be 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 Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, and in either case shall be a FHLMC Xxxxxxx Mac or FNMA Xxxxxx Xxx approved mortgage servicer. Each Any Sub-Servicing Agreement must impose on entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and Servicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With the consent of the Trustee, which consent shall not be unreasonably withheld, the Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Sub- Servicing Agreements or enter into different forms of Sub-Servicing AgreementsAgreements providing for, among other things, the delegation by the Master Servicer to a Sub-Servicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 51% of the Voting Rights. Notwithstanding any inconsistent or contrary provision of this Agreement, neither any Interim Subservicer nor any Interim The parties hereto acknowledge that the initial Sub-Servicer shall be Wendover. The Master Servicer has entered into a Sub-Servicing Agreement shall be subject with Wendover for the servicing and administration of the Mortgage Loans and may enter into additional Sub-Servicing Agreements with Sub-Servicers acceptable to the foregoing provisions during Trustee for the Interim Servicing Period for any related servicing and administration of certain of the Mortgage LoanLoans.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder; provided, however, that such agreements would not result in a withdrawal or a downgrading by Standard & Poor's of its rating on any Class of Certificates. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loansloans comparable to the Mortgage Loans, and in either case shall be 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 Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, and in either case shall be a FHLMC Frexxxx Xxc or FNMA Fanxxx Xxe approved mortgage servicer. Each Any Sub-Servicing Agreement must impose on entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and Servicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With the consent of the Trustee, which consent shall not be unreasonably withheld, the The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing AgreementsAgreements providing for, among other things, the delegation by the Master Servicer to a Sub-Servicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 51% of the Voting Rights. Notwithstanding any inconsistent or contrary provision of this Agreement, neither any Interim Subservicer nor any Interim The parties hereto acknowledge that the initial Sub-Servicer shall be GMAC. The Master Servicer has entered into a separate Sub-Servicing Agreement shall be subject to with each of Countrywide Home Loans Servicing LP, GMAC, Midland Loan Services, Inc. and Deutsche Bank National Trust Company for the foregoing provisions during servicing and administration of certain of the Interim Mortgage Loans and may enter into additional Sub-Servicing Period Agreements with Sub-Servicers for any related the servicing and administration of certain of the Mortgage LoanLoans.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub- Servicers for the servicing and administration of the Mortgage Loans Loans; provided, however, that (i) such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates and for (ii) the performance of any and all other activities NIMS Insurer shall have consented to such Sub- Servicing Agreement. The Trustee is hereby authorized to acknowledge, at the request of the Master Servicer hereunderServicer, any Sub-Servicing Agreement that meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Sub- Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC Freddie Mac or FNMA Fannie Mae approved mortgage servicerxxxxxxxe servicxx. Each Sub-Xxch Sub- Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Sub- Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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, Certificateholders without the consent of the Holders of Certificates entitled to at least 5166% of the Voting Rights. Notwithstanding ; provided, further, that the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights shall not be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub-Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub-Servicing Agreement, which, in each case, shall not be inconsistent or contrary provision with the provisions of this Agreement. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub-Servicing Accounts or the Interim timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the NIMS Insurer and the Trustee copies of all Sub- Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans Loans; provided, however, that any Sub-Servicer shall be acceptable to the Certificate Insurer and for provided such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the performance rating or any shadow rating on any Class of any and all other activities Certificates. The Trustee is hereby authorized to acknowledge, at the request of the Master Servicer hereunderServicer, any Sub-Servicing Agreement that meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC Xxxxxxx Mac or FNMA Xxxxxx Mae approved mortgage servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 CertificateholdersCertificateholders without the consent of the Certificate Insurer and the Holders of Certificates entitled to at least 66% of the Voting Rights; provided, without further, that the consent of the Holders of Certificates entitled to at least 5166% of the Voting Rights. Notwithstanding Rights shall not be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub-Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub-Servicing Agreement, which, in each case, shall not be inconsistent or contrary provision with the provisions of this Agreement. Any variation without the consent of the Certificate Insurer and the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub- Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub-Servicing Accounts or the Interim timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the Trustee and the Certificate Insurer copies of all Sub-Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be 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 Sub-Servicing Agreement, and in either case shall be a FHLMC or FNMA approved mortgage servicer. Each Any Sub-Servicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated without cause and without any termination fee by any successor Master Servicer hereunder. In addition, each Sub-Servicing Agreement must impose on the Sub-Servicer SubServicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With the consent of the TrusteeTrustee and the Certificate Insurer, which consent shall not be unreasonably withheld, the Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 51% of the Voting Rights. Notwithstanding any inconsistent or contrary provision of this Agreement, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject to the foregoing provisions during the Interim Servicing Period for any related Mortgage Loan.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub- Servicers for the servicing and administration of the Mortgage Loans Loans; provided, however, that (i) such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates and for (ii) the performance of any and all other activities NIMS Insurer shall have consented to such Sub- Servicing Agreement. The Trustee is hereby authorized to acknowledge, at the request of the Master Servicer hereunderServicer, any Sub-Servicing Agreement that meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Sub- Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC Fxxxxxx Mac or FNMA Fxxxxx Mae approved mortgage servicer. Each Sub-Sub- Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Sub- Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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, Certificateholders without the consent of the Holders of Certificates entitled to at least 5166% of the Voting Rights. Notwithstanding ; provided, further, that the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights shall not be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub-Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub-Servicing Agreement, which, in each case, shall not be inconsistent or contrary provision with the provisions of this Agreement. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub-Servicing Accounts or the Interim timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the NIMS Insurer and the Trustee copies of all Sub- Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans and for Loans; provided, however, that such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the performance rating on any Class of any and all other activities Certificates. The Trustee is hereby authorized to acknowledge, at the request of the Master Servicer hereunderServicer, any Sub-Servicing Agreement that meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC Xxxxxxx Mac or FNMA Xxxxxx Mae approved mortgage servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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, Certificateholders without the consent of the Holders of Certificates entitled to at least 5166% of the Voting Rights. Notwithstanding ; provided, further, that the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights shall not be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub- Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub-Servicing Agreement, which, in each case, shall not be inconsistent or contrary provision with the provisions of this Agreement. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub- Servicing Accounts or the Interim timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the Trustee copies of all Sub-Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder; provided, however, that such agreements would not result in a withdrawal or a downgrading by Standard & Poor's of its rating on any Class of Certificates. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loansloans comparable to the Mortgage Loans, and in either case shall be 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 Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, and in either case shall be a FHLMC Xxxxxxx Mac or FNMA Xxxxxx Mae approved mortgage servicer. Each Any Sub-Servicing Agreement must impose on entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom (except that in the case of Midland acting as a Sub-Servicer, neither the Master Servicer requirements conforming to nor any successor Master Servicer shall terminate the provisions set forth in Section 3.08 and related Sub-Servicing Agreement without cause). In addition, each Sub-Servicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With the consent of the Trustee, which consent shall not be unreasonably withheld, the The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing AgreementsAgreements providing for, among other things, the delegation by the Master Servicer to a Sub-Servicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 Certificate Insurer or Certificateholders, without the consent of the Certificate Insurer or the Holders of Certificates entitled to at least 51% of the Voting Rights. Notwithstanding any inconsistent or contrary provision of this Agreement, neither any Interim Subservicer nor any Interim The parties hereto acknowledge that the initial Sub-Servicers shall be Countrywide and Midland. The Master Servicer has entered into a separate Sub-Servicing Agreement shall be subject to with each of Countrywide and Midland for the foregoing provisions during servicing and administration of certain of the Interim Mortgage Loans and may enter into additional Sub-Servicing Period Agreements with Sub-Servicers for any related the servicing and administration of certain of the Mortgage LoanLoans.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub- Servicers for the servicing and administration of the Mortgage Loans and for Loans; provided, however, that such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the performance rating on any Class of Certificates. The Trustee is hereby authorized to acknowledge, at the request of the Master Servicer, any and all other activities Sub-Servicing Agreement that, based on an Officers' Certificate of the Master Servicer hereunderdelivered to the Trustee (upon which the Trustee can conclusively rely), meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Sub- Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC Xxxxxxx Mac or FNMA Xxxxxx Mae approved mortgage servicer. Each Sub-Sub- Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Sub- Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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, Certificateholders without the consent of the Holders of Certificates entitled to at least 5166% of the Voting Rights. Notwithstanding ; provided, further, that the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights shall not be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub-Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub-Servicing Agreement, which, in each case, shall not be inconsistent or contrary provision with the provisions of this Agreement. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub-Servicing Accounts or the Interim timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the Trustee copies of all Sub-Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub- Servicers for the servicing and administration of the Mortgage Loans and for Loans; provided, however, that such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the performance rating on any Class of any and all other activities Certificates. The Trustee is hereby authorized to acknowledge, at the request of the Master Servicer hereunderServicer, any Sub-Servicing Agreement that meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC Freddie Mac or FNMA approved mortgage Fanxxx Xxx approvex xxxxgage servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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, Certificateholders without the consent of the Holders of Certificates entitled to at least 5166% of the Voting Rights. Notwithstanding ; provided, further, that the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights shall not be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub-Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub- Servicing Agreement, which, in each case, shall not be inconsistent or contrary provision with the provisions of this Agreement. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub-Servicing Accounts or the Interim timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the Trustee copies of all Sub-Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans Loans; PROVIDED, HOWEVER, that (i) such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates and for (ii) the performance of any and all other activities NIMS Insurer shall have consented to such Sub- Servicing Agreement. The Trustee is hereby authorized to acknowledge, at the request of the Master Servicer hereunderServicer, any Sub-Servicing Agreement that meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC Xxxxxxx Mac or FNMA Xxxxxx Mae approved mortgage servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; providedPROVIDED, howeverHOWEVER, that any such amendments or different forms shall be consistent with and not violate the provisions of 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, Certificateholders without the consent of the Holders of Certificates entitled to at least 5166% of the Voting Rights. Notwithstanding ; PROVIDED, FURTHER, that the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights shall not be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub-Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub-Servicing Agreement, which, in each case, shall not be inconsistent or contrary provision with the provisions of this Agreement. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub-Servicing Accounts or the Interim timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the NIMS Insurer and the Trustee copies of all Sub-Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub- Servicers for the servicing and administration of the Mortgage Loans and for Loans; provided, however, that such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the performance rating on any Class of Notes. The Indenture Trustee is hereby authorized to acknowledge, at the request of the Master Servicer, any and all other activities Sub-Servicing Agreement that, based on an Officers' Certificate of the Master Servicer hereunderdelivered to the Indenture Trustee (upon which the Indenture Trustee can conclusively rely), meets the requirements applicable to Sub-Servicing Agreements set forth in this Servicing Agreement and that is otherwise permitted under this Servicing Agreement. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Sub- Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC Freddie Mac or FNMA Fannie Mae approved mortgage servicerxxxxxxge servixxx. Each Sub-Xach Sub- Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Servicing Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing 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, Noteholders without the consent of the Holders of Certificates Notes entitled to at least 5166% of the Voting Rights. Notwithstanding ; provided, further, that the consent of the Holders of Notes entitled to at least 66% of the Voting Rights shall not be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub-Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub-Servicing Agreement, which, in each case, shall not be inconsistent or contrary provision with the provisions of this Servicing Agreement. Any variation without the consent of the Holders of Notes entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, neither any Interim Subservicer nor any Interim or credits and charges to the Sub-Servicing Accounts or the timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Servicing Agreement and therefore prohibited. The Master Servicer shall be subject deliver to the foregoing provisions during Indenture Trustee, upon its request, copies of all Sub-Servicing Agreements, and any amendments or modifications thereof, promptly upon the Interim Servicing Period for any related Mortgage LoanMaster Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans Loans; PROVIDED, HOWEVER, that any Sub-Servicer shall be acceptable to the Certificate Insurer and for provided such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the performance rating or any shadow rating on any Class of any and all other activities Certificates. The Trustee is hereby authorized to acknowledge, at the request of the Master Servicer, any Sub-Servicing Agreement that meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. The Master Servicer hereunderhereby designates Fairbanks Capital Corp. as the initial Sub-Servicer. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC Xxxxxxx Mac or FNMA Xxxxxx Mae approved mortgage servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; providedPROVIDED, howeverHOWEVER, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 CertificateholdersCertificateholders without the consent of the Certificate Insurer and the Holders of Certificates entitled to at least 66% of the Voting Rights; PROVIDED, without FURTHER, that the consent of the Holders of Certificates entitled to at least 5166% of the Voting Rights. Notwithstanding Rights shall not be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub-Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub-Servicing Agreement, which, in each case, shall not be inconsistent or contrary provision with the provisions of this Agreement. Any variation without the consent of the Certificate Insurer and the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub-Servicing Accounts or the Interim timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the Trustee and the Certificate Insurer copies of all Sub-Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub- Servicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder; provided, however, that such agreements would not result in a withdrawal or a downgrading by Standard & Poor's of its rating on any Class of Certificates (without regard to any Certificate Policy). Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loansloans comparable to the Mortgage Loans, and in either case shall be 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 Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, and in either case shall be a FHLMC Freddie Mac or FNMA Fannie Mae approved mortgage servicermorxxxxx xervicer. Each Xxx Xub-Servicing Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and shall provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With the consent of the Trustee, which consent shall not be unreasonably withheld, the Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing AgreementsAgreements providing for, among other things, the delegation by the Master Servicer to a Sub-Servicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 CertificateholdersCertificateholders (without regard to any Certificate Policy), without the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights. Notwithstanding any inconsistent or contrary provision of this Agreement, neither any Interim Subservicer nor any Interim The parties hereto acknowledge that the initial Sub-Servicer shall be Wendover. The Master Servicer has entered into a Sub-Servicing Agreement shall be subject with Wendover for the servicing and administration of the Mortgage Loans and may enter into additional Sub-Servicing Agreements with Sub-Servicers acceptable to the foregoing provisions during Trustee for the Interim Servicing Period for any related servicing and administration of certain of the Mortgage LoanLoans.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be 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 Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, and in either case shall be a FHLMC or FNMA approved mortgage servicer. Each Any Subservicing Agreement entered into by the Master Servicer shall include the provision that such Subservicing Agreement may be immediately terminated without cause and without any termination fee by any successor Master Servicer hereunder. In addition, each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With the consent of the Trustee, which consent shall not be unreasonably withheld, the Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 CertificateholdersSecurityholders, without the consent of the Holders of Certificates Securities entitled to at least 51% of the Voting Rights. Notwithstanding any inconsistent or contrary provision of this Agreement, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject to the foregoing provisions during the Interim Servicing Period for any related Mortgage Loan.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder; provided, however, that such agreements would not result in a withdrawal or a downgrading by Standard & Poor's of its rating on any Class of Certificates. Each Sub-Servicer shall be either (i) an institution institution, the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loansloans comparable to the Mortgage Loans, and in either case shall be a Xxxxxxx Mac or Xxxxxx Mae approved mortgage servicer and shall be 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 Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, and in either case shall be a FHLMC or FNMA approved mortgage servicer. Each Any Sub-Servicing Agreement must impose on entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and Servicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With the consent of the Trustee, which consent shall not be unreasonably withheld, the The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing AgreementsAgreements providing for, among other things, the delegation by the Master Servicer to a Sub-Servicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 Certificate Insurer or Certificateholders, without the consent of the Certificate Insurer or the Holders of Certificates entitled to at least 51% of the Voting Rights. Notwithstanding any inconsistent or contrary provision of this Agreement, neither any Interim Subservicer nor any Interim The parties hereto acknowledge that the initial Sub-Servicer shall be Countrywide. The Master Servicer has entered into a separate Sub-Servicing Agreement shall be subject to with Countrywide for the foregoing provisions during servicing and administration of certain of the Interim Mortgage Loans and may enter into additional Sub-Servicing Period Agreements with other Sub-Servicers for any related the servicing and administration of certain of the Mortgage LoanLoans.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Subservicing Agreements with SubServicers Subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Sub-Servicer Subservicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loansloans comparable to the Mortgage Loans, and in either case shall be 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 Subservicer to perform its obligations hereunder and under the Sub-Servicing Subservicing Agreement, and in either case shall be a FHLMC or FNMA approved mortgage servicer. Each Sub-Servicing Any Subservicing Agreement must impose on entered into by the Sub-Master Servicer requirements conforming to shall include the provisions set forth provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in Section 3.08 and which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Subservicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With the consent of the Trustee, which consent shall not be unreasonably withheld, the Master Servicer and the Sub-Servicers Subservicers may enter into Sub-Servicing Subservicing Agreements and make amendments to the Sub-Servicing Subservicing Agreements or enter into different forms of Sub-Servicing AgreementsSubservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Subservicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing 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 51% of the Voting Rights. Notwithstanding any inconsistent or contrary provision of this Agreement, neither any Interim Subservicer nor any Interim Servicing Agreement The parties hereto acknowledge that the initial Sub-Servicer shall be subject Wendover Funding Inc. The Master Servicer has entered into Subservicing Agreements with the Initial Subservicer for the servicing and administration of the Mortgage Loans and may enter into additional Subservicing Agreements with Subservicers acceptable to the foregoing provisions during Trustee for the Interim Servicing Period for any related servicing and administration of certain of the Mortgage LoanLoans.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans Loans; PROVIDED, HOWEVER, that (i) such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates and for (ii) the performance of any and all other activities NIMS Insurer shall have consented to such Sub-Servicing Agreement. The Trustee is hereby authorized to acknowledge, at the request of the Master Servicer hereunderServicer, any Sub-Servicing Agreement that meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC Xxxxxxx Mac or FNMA Xxxxxx Mae approved mortgage servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; providedPROVIDED, howeverHOWEVER, that any such amendments or different forms shall be consistent with and not violate the provisions of 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, Certificateholders without the consent of the Holders of Certificates entitled to at least 5166% of the Voting Rights. Notwithstanding ; PROVIDED, FURTHER, that the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights shall not be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub-Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub-Servicing Agreement, which, in each case, shall not be inconsistent or contrary provision with the provisions of this Agreement. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub-Servicing Accounts or the Interim timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the NIMS Insurer and the Trustee copies of all Sub-Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder; provided, however, that such agreements would not result in a withdrawal or a downgrading by Standard & Poor’s of its rating on any Class of Certificates. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loansloans comparable to the Mortgage Loans, and in either case shall be 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 Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, and in either case shall be a FHLMC Xxxxxxx Mac or FNMA Xxxxxx Mae approved mortgage servicer. Each Any Sub-Servicing Agreement must impose on entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and Servicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With the consent of the Trustee, which consent shall not be unreasonably withheld, the Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing AgreementsAgreements providing for, among other things, the delegation by the Master Servicer to a Sub-Servicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 51% of the Voting Rights. Notwithstanding any inconsistent or contrary provision of this Agreement, neither any Interim Subservicer nor any Interim The parties hereto acknowledge that the initial Sub-Servicer shall be Countrywide. The Master Servicer has entered into a Sub-Servicing Agreement shall be subject with Countrywide for the servicing and administration of the Mortgage Loans and may enter into additional Sub-Servicing Agreements with Sub-Servicers acceptable to the foregoing provisions during Trustee for the Interim Servicing Period for any related servicing and administration of certain of the Mortgage LoanLoans.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub- Servicers for the servicing and administration of the Mortgage Loans Loans; provided, however, that (i) such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates and for (ii) the performance of any and all other activities NIMS Insurer shall have consented to such Sub- Servicing Agreement. The Trustee is hereby authorized to acknowledge, at the request of the Master Servicer hereunderServicer, any Sub-Servicing Agreement that meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Sub- Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC Xxxxxxx Mac or FNMA Xxxxxx Mae approved mortgage servicer. Each Sub-Sub- Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Sub- Servicing Agreements; providedPROVIDED, howeverHOWEVER, that any such amendments or different forms shall be consistent with and not violate the provisions of 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, Certificateholders without the consent of the Holders of Certificates entitled to at least 5166% of the Voting Rights. Notwithstanding ; PROVIDED, FURTHER, that the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights shall not be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub-Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub-Servicing Agreement, which, in each case, shall not be inconsistent or contrary provision with the provisions of this Agreement. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub-Servicing Accounts or the Interim timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the NIMS Insurer and the Trustee copies of all Sub- Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans Loans; provided, however, that any Sub-Servicer shall be acceptable to the Certificate Insurer and for provided such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the performance rating or any shadow rating on any Class of any and all other activities Certificates. The Trustee is hereby authorized to acknowledge, at the request of the Master Servicer, any Sub-Servicing Agreement that meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. The Master Servicer hereunderhereby designates Fairbanks Capital Corp. as the initial Sub-Servicer. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC Xxxxxxx Mac or FNMA Xxxxxx Mae approved mortgage servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 CertificateholdersCertificateholders without the consent of the Certificate Insurer and the Holders of Certificates entitled to at least 66% of the Voting Rights; provided, without further, that the consent of the Holders of Certificates entitled to at least 5166% of the Voting Rights. Notwithstanding Rights shall not be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub-Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub-Servicing Agreement, which, in each case, shall not be inconsistent or contrary provision with the provisions of this Agreement. Any variation without the consent of the Certificate Insurer and the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub-Servicing Accounts or the Interim timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the Trustee and the Certificate Insurer copies of all Sub-Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be 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 Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, and in either case shall be a FHLMC Xxxxxx Xxx or FNMA Xxxxxxx Mac approved mortgage servicer. Each Any Sub-Servicing Agreement must impose on entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder other than EMC, (y) without cause in which case the Master Servicer that entered into such Sub-Servicing Agreement shall be responsible for any termination fee or penalty resulting therefrom or (z) without cause at the request of the Certificate Insurers if the Master Servicer requirements conforming is terminated pursuant to Section 8.02, in which case the provisions set forth in Master Servicer terminated pursuant to Section 3.08 and 8.02 shall be responsible for any fee or penalty payable upon the termination of such Sub-Servicing Agreement. In addition, any Sub-Servicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With the consent of the Trustee, which consent shall not be unreasonably withheld, the The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 CertificateholdersCertificateholders and the Certificate Insurers, without the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights. Notwithstanding Percentage Interests of all the Certificates in the aggregate and the Certificate Insurers, and that the Master Servicer shall promptly notify the Certificate Insurers in writing when it makes any inconsistent or contrary provision of this Agreement, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject such amendments to the foregoing provisions during the Interim Sub-Servicing Period for any related Mortgage LoanAgreements or enters into different forms of Sub-Servicing Agreements.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub- Servicers for the servicing and administration of the Mortgage Loans Loans; provided, however, that (i) such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates and for (ii) the performance of any and all other activities NIMS Insurer shall have consented to such Sub-Servicing Agreement. The Trustee is hereby authorized to acknowledge, at the request of the Master Servicer hereunderServicer, any Sub-Servicing Agreement that meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC Xxxxxxx Mac or FNMA Xxxxxx Mae approved mortgage servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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, Certificateholders without the consent of the Holders of Certificates entitled to at least 5166% of the Voting Rights. Notwithstanding ; provided, further, that the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights shall not be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub-Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub-Servicing Agreement, which, in each case, shall not be inconsistent or contrary provision with the provisions of this Agreement. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub- Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub-Servicing Accounts or the Interim timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the NIMS Insurer and the Trustee copies of all Sub-Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans Loans; provided, however, that any Sub-Servicer shall be acceptable to the Certificate Insurer and for provided such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the performance rating or any shadow rating on any Class of any and all other activities Certificates. The Trustee is hereby authorized to acknowledge, at the request of the Master Servicer hereunderServicer, any Sub-Servicing Agreement that meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC Freddie Mac or FNMA Fannie Mae approved mortgage servicermxxxxxxx servicex. Each Xxxh Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; providedPROVIDED, howeverHOWEVER, that any such amendments or different forms shall be consistent with and not violate the provisions of this Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected expected, in the opinion of the Master Servicer, to be materially adverse to the interests of the CertificateholdersCertificateholders without the consent of the Certificate Insurer and the Holders of Certificates entitled to at least 66% of the Voting Rights; PROVIDED, without FURTHER, that the consent of the Holders of Certificates entitled to at least 5166% of the Voting Rights. Notwithstanding Rights shall not be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub-Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub-Servicing Agreement, which, in each case, shall not be inconsistent or contrary provision with the provisions of this Agreement. Any variation without the consent of the Certificate Insurer and the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub-Servicing Accounts or the Interim timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the Trustee and the Certificate Insurer copies all Sub-Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be 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 Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, and in either case shall be a FHLMC or FNMA approved mortgage servicer. Each Sub-Servicing Any Subservicing Agreement entered into by the Master Servicer shall include the provision that such Subservicing Agreement may be immediately terminated without cause and without any termination fee by any successor Master Servicer hereunder. In addition, each SubServicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With the consent of the Trustee, which consent shall not be unreasonably withheld, the Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 CertificateholdersCertificateholders of a Series, without the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights. Notwithstanding any inconsistent or contrary provision of this Agreement, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject to the foregoing provisions during the Interim Servicing Period for any related Mortgage Loansuch Series evidencing Fractional Undivided Interests aggregating not less than 662/3%.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub- Servicers for the servicing and administration of the Mortgage Loans and for Loans; provided, however, that such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the performance rating on any Class of any and all other activities Certificates. The Trustee is hereby authorized to acknowledge, at the request of the Master Servicer hereunderServicer, any Sub-Servicing Agreement that meets the requirements applicable to Sub- Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Sub- Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC Freddie Mac or FNMA approved mortgage Faxxxx Xxe approvxx xxxtgage servicer. Each Sub-Sub- Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Sub- Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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, Certificateholders without the consent of the Holders of Certificates entitled to at least 5166% of the Voting Rights. Notwithstanding ; provided, further, that the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights shall not be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub-Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub-Servicing Agreement, which, in each case, shall not be inconsistent or contrary provision with the provisions of this Agreement. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub-Servicing Accounts or the Interim timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the Trustee copies of all Sub-Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub- Servicers for the servicing and administration of the Mortgage Loans Loans; provided, however, that such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates and for the performance of any and all other activities NIMS Insurer shall have consented to such Sub-Servicing Agreement. The Trustee is hereby authorized to acknowledge, at the request of the Master Servicer hereunderServicer, any Sub-Servicing Agreement that meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Sub- Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC Freddie Mac or FNMA approved mortgage Fxxxxx Xae approxxx xxrtgage servicer. Each Sub-Sub- Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Sub- Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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, Certificateholders without the consent of the Holders of Certificates entitled to at least 5166% of the Voting Rights. Notwithstanding ; provided, further, that the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights shall not be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub-Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub-Servicing Agreement, which, in each case, shall not be inconsistent or contrary provision with the provisions of this Agreement. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub-Servicing Accounts or the Interim timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the Trustee and the NIMS Insurer copies of all Sub- Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be 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 Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, and in either case shall be a FHLMC or FNMA approved mortgage servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With the consent of the Trustee, which consent shall not be unreasonably withheld, the Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 51% of the Voting Rights. Notwithstanding any inconsistent or contrary provision of this Agreement, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject to the foregoing provisions during the Interim Servicing Period for any related Mortgage LoanPeriod.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub- Servicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder; provided, however, that such agreements would not result in a withdrawal or a downgrading by any Rating Agency of its rating on any Class of Certificates. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loansloans comparable to the Mortgage Loans, and in either case shall be 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 Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, and in either case shall be a FHLMC Xxxxxxx Mac or FNMA Xxxxxx Mae approved mortgage servicer. Each Any Sub-Servicing Agreement must impose on entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and Servicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With the consent of the Trustee, which consent shall not be unreasonably withheld, the The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing AgreementsAgreements providing for, among other things, the delegation by the Master Servicer to a Sub-Servicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 51% of the Voting Rights. Notwithstanding any inconsistent or contrary provision of this Agreement, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject to the foregoing provisions during the Interim Servicing Period for any related Mortgage Loan.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers for the any servicing and administration of the Mortgage Loans and for with any institution which is in compliance with the performance laws of any and all other activities of the Master Servicer hereunder. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the each state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law necessary to enable the SubServicer it to perform its obligations hereunder and under the Sub-Servicing Agreement, and in either case shall be a FHLMC or FNMA approved mortgage servicer. Each such Sub-Servicing Agreement and which (i) has been designated an approved seller-servicer by FHLMC or FNMA for first and second mortgage loans and (ii) (except for LSI Financial Group), has equity of at least $15,000,000, as determined in accordance with generally accepted accounting principles, and (iii) must impose on have demonstrated proficiency in the Sub-Servicer requirements conforming servicing of mortgage loans having similar characteristics (including credit characteristics) to the provisions set forth in Section 3.08 and provide for servicing of Mortgage Loans. The Master Servicer shall give notice to the Mortgage Loans consistent with Seller, the terms of this Agreement. With the consent of Transferor, the Trustee, which consent shall not be unreasonably withheldXxxxx'x, the Master Servicer S&P and the Certificate Insurer of the removal or appointment of any Sub-Servicers may enter into Servicer. Any such Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms Agreement shall be 126 consistent with and not violate the provisions of 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 51% of the Voting Rights. Notwithstanding any inconsistent or contrary provision For purposes of this Agreement, neither any Interim Subservicer nor any Interim Servicing Agreement the Master Servicer shall be subject deemed to have received payments on or with respect to Mortgage Loans when any Sub-Servicer has received such payments. For purposes of this Agreement, the foregoing provisions during Master Servicer shall be deemed to have made a payment required to be made by it hereunder when any Sub-Servicer has made such payment in the Interim Servicing Period for manner required of the Master Servicer hereunder. For purposes of this Agreement, the Master Servicer shall be deemed to have delivered any related Mortgage Loandocument required to be delivered by it hereunder when any Sub-Servicer has delivered such document in the manner required of the Master Servicer hereunder. As of the Startup Day, the only Sub-Servicer is LSI Financial Group.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub- Servicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder; provided, however, that such agreements would not result in a withdrawal or a downgrading by S&P of its rating on any Class of Certificates. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loansloans comparable to the Mortgage Loans, and in either case shall be 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 Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, and in either case shall be a FHLMC Xxxxxxx Mac or FNMA Xxxxxx Mae approved mortgage servicer. Each Any Sub-Servicing Agreement must impose on entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and Servicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With the consent of the Trustee, which consent shall not be unreasonably withheld, the Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Sub- Servicing Agreements or enter into different forms of Sub-Servicing AgreementsAgreements providing for, among other things, the delegation by the Master Servicer to a Sub-Servicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 51% of the Voting Rights. Notwithstanding any inconsistent or contrary provision of this Agreement, neither any Interim Subservicer nor any Interim The parties hereto acknowledge that the initial Sub-Servicer shall be Wendover. The Master Servicer has entered into a Sub-Servicing Agreement shall be subject with Wendover for the servicing and administration of the Mortgage Loans and may enter into additional Sub-Servicing Agreements with Sub-Servicers acceptable to the foregoing provisions during Trustee for the Interim Servicing Period for any related servicing and administration of certain of the Mortgage LoanLoans.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer Service hereunder. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be 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 Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, and in either case shall be a FHLMC Xxxxxxx Mac or FNMA Xxxxxx Mae approved mortgage servicer. Each Any Sub-Servicing Agreement must impose on entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder other than [ ] or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and Servicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With the consent of the Trustee, which consent shall not be unreasonably withheld, the Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 51[ ]% of the Voting RightsFractional Undivided Interests. Notwithstanding any inconsistent or contrary provision of this Agreement, neither any Interim Subservicer nor any Interim Servicing Agreement The parties hereto acknowledge that the initial Sub-Servicer shall be subject to the foregoing provisions during the Interim Servicing Period for any related Mortgage Loan[ ].

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be 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 Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, and in either case shall be a FHLMC Fannie Mae or FNMA Freddie Mac approved mortgage servicer. Each Any Sub-Sexxxxxxg Xxreemxxx xxxered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder other than EMC or (y) without cause in which case the Master Servicer that entered into such Sub-Servicing Agreement must impose on the shall be responsible for any termination fee or penalty resulting therefrom. In addition, any Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and Servicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With With, so long as the Senior Certificates are outstanding or any amounts are owed to the Certificate Insurer, and the Certificate Insurer is not in default under the Certificate Insurance Policy, the consent of the Trustee, which consent shall not be unreasonably withheldCertificate Insurer in its sole discretion, the Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; providedPROVIDED, howeverHOWEVER, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 51% of the Voting Rights. Notwithstanding any inconsistent or contrary provision of this Agreement, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject to the foregoing provisions during the Interim Servicing Period for any related Mortgage Loan.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub- Servicers for the servicing and administration of the Mortgage Loans and for Loans; provided, however, that such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the performance rating on any Class of Certificates (without regard to the Policy). The Trustee is hereby authorized to acknowledge, at the request of the Master Servicer, any and all other activities Sub-Servicing Agreement that, based on an Officers' Certificate of the Master Servicer hereunderdelivered to the Trustee (upon which the Trustee can conclusively rely), meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Sub- Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC Freddie Mac or FNMA approved mortgage Fannie Xxx xxxroved moxxxxxx servicer. Each Sub-Sub- Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Sub- Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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, Certificateholders or the Certificate Insurer without the consent of the Holders of Certificates entitled to at least 5166% of the Voting Rights. Notwithstanding Rights or the Certificate Insurer; provided, further, that the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights or the Certificate Insurer shall not be required (i) to cure any ambiguity or defect in a Sub- Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub-Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub-Servicing Agreement, which, in each case, shall not be inconsistent or contrary provision with the provisions of this Agreement. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights or the Certificate Insurer from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub- Servicing Accounts or the Interim timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the Trustee copies of all Sub-Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub- Servicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder; provided, however, that such agreements would not result in a withdrawal or a downgrading by Standard & Poor's of its rating on any Class of Certificates (without regard to any Certificate Policy). Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loansloans comparable to the Mortgage Loans, and in either case shall be 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 Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, and in either case shall be a FHLMC Fxxxxxx Mac or FNMA Fxxxxx Mae approved mortgage servicer. Each Any Sub-Servi Agreement entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and shall provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With the consent of the Trustee, which consent shall not be unreasonably withheld, the Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing AgreementsAgreements providing for, among other things, the delegation by the Master Servicer to a Sub-Servicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 CertificateholdersCertificateholders (without regard to any Certificate Policy), without the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights. Notwithstanding any inconsistent or contrary provision of this Agreement, neither any Interim Subservicer nor any Interim The parties hereto acknowledge that the initial Sub-Servicer shall be Wendover. The Master Servicer has entered into a Sub-Servicing Agreement shall be subject with Wendover for the servicing and administration of the Mortgage Loans and may enter into additional Sub-Servicing Agreements with Sub-Servicers acceptable to the foregoing provisions during Trustee for the Interim Servicing Period for any related servicing and administration of certain of the Mortgage LoanLoans.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers for the any servicing and administration of the Mortgage Loans and for with any institution which is in compliance with the performance laws of any and all other activities of the Master Servicer hereunder. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the each state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law necessary to enable the SubServicer it to perform its obligations hereunder and under the Sub-Servicing Agreement, and in either case shall be a FHLMC or FNMA approved mortgage servicer. Each such Sub-Servicing Agreement and which (i) has been designated an approved seller-servicer by FHLMC or FNMA for first and second mortgage loans and (ii) has equity of at least $__________, as determined in accordance with generally accepted accounting principles, and (iii) must impose on have demonstrated proficiency in the Sub-Servicer requirements conforming servicing of mortgage loans having similar characteristics (including credit characteristics) to the provisions set forth in Section 3.08 and provide for servicing of Mortgage Loans. The Master Servicer shall give notice to the Mortgage Loans consistent with the terms of this Agreement. With the consent of Depositor, the Trustee, which ____, ____ and the Certificate Insurer of the removal or appointment of any Sub-Servicer; no such removal or appointment shall be effective unless the Trustee shall have received the prior consent shall not be unreasonably withheldof ____, the Master Servicer Certificate Insurer and the Sub-Servicers may enter into ____. Any such Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms Agreement shall be consistent with and not violate the provisions of 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 51% of the Voting Rights. Notwithstanding any inconsistent or contrary provision For purposes of this Agreement, neither any Interim Subservicer nor any Interim Servicing Agreement the Master Servicer shall be subject deemed to have received payments on or with respect to Mortgage Loans when any Sub-Servicer has received such payments. For purposes of this Agreement, the foregoing provisions during Master Servicer shall be deemed to have made a payment required to be made by it hereunder when any Sub-Servicer has made such payment in the Interim Servicing Period for manner required of the Master Servicer hereunder. For purposes of this Agreement, the Master Servicer shall be deemed to have delivered any related Mortgage Loandocument required to be delivered by it hereunder when any Sub-Servicer has delivered such document in the manner required of the Master Servicer hereunder. As of the Startup Day, the only Sub-Servicer is LSI Financial Group.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub- Servicers for the servicing and administration of the Mortgage Loans Loans; PROVIDED, HOWEVER, that (i) such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates (without regard to the Guarantee of the Guarantor) and for (ii) the performance of any and all other activities NIMS Insurer or the Guarantor, as provided in Section 1.04 shall have consented to such Sub- Servicing Agreement. The Trustee is hereby authorized to acknowledge, at the request of the Master Servicer hereunderServicer, any Sub-Servicing Agreement that meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Sub- Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC or FNMA Xxxxxxx Mac approved mortgage servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; providedPROVIDED, howeverHOWEVER, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 CertificateholdersCertificateholders or the Guarantor without the consent of the Guarantor or the Holders of Certificates entitled to at least 66% of the Voting Rights; PROVIDED, FURTHER, that the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights shall not be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub-Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub-Servicing Agreement, which, in each case, shall not be inconsistent with the provisions of this Agreement. Any variation without the consent of the Holders of Certificates entitled to at least 5166% of the Voting Rights. Notwithstanding any inconsistent Rights from the provisions set forth in Section 3.08 relating to insurance or contrary provision priority requirements of this AgreementSub-Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub-Servicing Accounts or the Interim timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the Guarantor, the NIMS Insurer and the Trustee copies of all Sub-Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing servicing Agreements with SubServicers Sub- Servicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loansloans comparable to the Mortgage Loans, and in either case shall be 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 Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing servicing Agreement, and in either case shall be a FHLMC Xxxxxxx Mac or FNMA Xxxxxx Mae approved mortgage servicer. Each Any Sub-Servicing servicing Agreement must impose on entered into by the Master Servicer shall include the provision that such Agreement may be immediately terminated (x) with cause and without any termination fee by any Master Servicer hereunder or (y) without cause in which case the Master Servicer shall be responsible for any termination fee or penalty resulting therefrom. In addition, each Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and servicing Agreement shall provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With the consent of the Trustee, which consent shall not be unreasonably withheld, the Master Servicer and the Sub-Servicers may enter into Sub-Servicing servicing Agreements and make amendments to the Sub-Servicing servicing Agreements or enter into different forms of Sub-Servicing Agreementsservicing Agreements providing for, among other things, the delegation by the Master Servicer to a Sub-Servicer of additional duties regarding the administration of the Mortgage Loans; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 51% of the Voting Rights. Notwithstanding any inconsistent or contrary provision of this Agreement, neither any Interim Subservicer nor any Interim Servicing Agreement The parties hereto acknowledge that the initial Sub-Servicer shall be subject Wendover Funding, Inc. The Master Servicer has entered into Sub-servicing Agreements with the initial Sub-Servicer for the servicing and administration of the Mortgage Loans and may enter into additional Sub- servicing Agreements with Sub-Servicers acceptable to the foregoing provisions during Trustee for the Interim Servicing Period for any related servicing and administration of certain of the Mortgage LoanLoans.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans and for Loans; provided, however, that such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the performance rating on any Class of Notes. The Indenture Trustee is hereby authorized to acknowledge, at the request of the Master Servicer, any and all other activities Sub-Servicing Agreement that, based on an Officers' Certificate of the Master Servicer hereunderdelivered to the Indenture Trustee (upon which the Indenture Trustee can conclusively rely), meets the requirements applicable to Sub-Servicing Agreements set forth in this Servicing Agreement and that is otherwise permitted under this Servicing Agreement. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC Xxxxxxx Mac or FNMA Xxxxxx Mae approved mortgage servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Servicing Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Servicing Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Servicing 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, Noteholders without the consent of the Holders of Certificates Notes entitled to at least 5166% of the Voting Rights. Notwithstanding ; provided, further, that the consent of the Holders of Notes entitled to at least 66% of the Voting Rights shall not be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub-Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub-Servicing Agreement, which, in each case, shall not be inconsistent or contrary provision with the provisions of this Servicing Agreement. Any variation without the consent of the Holders of Notes entitled to at least [__]% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, neither any Interim Subservicer nor any Interim or credits and charges to the Sub-Servicing Accounts or the timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Servicing Agreement and therefore prohibited. The Master Servicer shall be subject deliver to the foregoing provisions during Indenture Trustee, upon its request, copies of all Sub-Servicing Agreements, and any amendments or modifications thereof, promptly upon the Interim Servicing Period for any related Mortgage LoanMaster Servicer's execution and delivery of such instruments.

Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers Sub-Servicers for the servicing and administration of the Mortgage Loans Loans; PROVIDED, HOWEVER, that any Sub-Servicer shall be acceptable to the Certificate Insurer and for provided such agreements would not result in a withdrawal or a downgrading by any Rating Agency of the performance rating or any shadow rating on any Class of any and all other activities Certificates. The Trustee is hereby authorized to acknowledge, at the request of the Master Servicer hereunderServicer, any Sub-Servicing Agreement that meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, Agreement and in either case shall be (ii) a FHLMC Freddie Mac or FNMA Fannie Mae approved mortgage servicermxxxxxxx servicex. Each Xxxh Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the consent terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the Trustee, which consent shall not be unreasonably withheld, the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; providedPROVIDED, howeverHOWEVER, that any such amendments or different forms shall be consistent with and not violate the provisions of 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 CertificateholdersCertificateholders without the consent of the Certificate Insurer and the Holders of Certificates entitled to at least 66% of the Voting Rights; PROVIDED, without FURTHER, that the consent of the Holders of Certificates entitled to at least 5166% of the Voting Rights. Notwithstanding Rights shall not be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions of a Sub-Servicing Agreement, or (iii) to make any other provisions with respect to matters or questions arising under a Sub-Servicing Agreement, which, in each case, shall not be inconsistent or contrary provision with the provisions of this Agreement. Any variation without the consent of the Certificate Insurer and the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub- Servicing Accounts, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject or credits and charges to the foregoing provisions during Sub-Servicing Accounts or the Interim timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the Trustee and the Certificate Insurer copies of all Sub-Servicing Period for Agreements, and any related Mortgage Loanamendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.