Common use of Servicing Clause in Contracts

Servicing. (a) Each servicer of any Purchased Asset (including the Primary Servicer) shall service the Assets for the benefit of Buyer and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject to the prior written approval of Buyer, not to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer (including the Primary Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices; provided that, without prior written consent of Buyer in its sole discretion as required by Article 7(e), no servicer (including the Primary Servicer) of any of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e). (b) Seller agrees that Buyer is the owner of all servicing records, including, but not limited to, any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuations, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Records”), so long as the Purchased Assets are subject to this Agreement. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee at Buyer’s request. (c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis and/or (ii) terminate Seller (as the servicer), Primary Servicer or any other servicer or sub servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance with the applicable Servicing Agreement and so long as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to Seller and each such servicer of an Event of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyer. (e) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement. (f) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s request.

Servicing. (a) Each servicer Borrower covenants to maintain or cause the servicing of any Purchased Asset (including the Primary Servicer) shall service the Assets for the benefit of Buyer and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject to the prior written approval of Buyer, not Mortgage Loans to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer (including the Primary Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer maintained in accordance conformity with Accepted Servicing Practices; provided thatPractices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing Borrower provides for other mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, without prior written consent each such servicing contract shall terminate automatically upon the earliest of Buyer (i) an Event of Default, (ii) the date on which all the Secured Obligations have been paid in its sole discretion as required full, or (iii) the transfer of servicing approved by Article 7(e), no servicer (including the Primary Servicer) of any of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e)Borrower. (b) Seller If any of the Mortgage Loans are serviced by Borrower, (i) Borrower agrees that Buyer Agent is the owner collateral assignee of all servicing records, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets Mortgage Loans (the “Servicing Records”"SERVICING RECORDS"), so long as and (ii) Borrower grants Agent, for the Purchased Assets are subject benefit of Lender, a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of Borrower or its designee to service the Mortgage Loans in conformity with this AgreementSection and any other obligation of Borrower to Lender. Seller Borrower covenants to safeguard such Servicing Records and to deliver them promptly to Buyer Agent or its designee (including the Custodian) at Buyer’s Agent's request. (c) Upon If any of the Mortgage Loans are serviced by a third party servicer (such third party servicer, the "SERVICER"), Borrower (i) shall provide a copy of the servicing agreement to Agent, which shall be in form and substance acceptable to Agent (the "SERVICING AGREEMENT"), (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit E hereto (a "SERVICER NOTICE AND AGREEMENT") and shall cause the Servicer to acknowledge and agree to the same and (iii) hereby irrevocably assigns to Lender and such Lender's successors and assigns all right, title and interest of Borrower in, to and under, and the benefits of, and Servicing Agreement with respect to the Mortgage Loans. Any successor or assignee of a Servicer shall be approved in writing by Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations with respect to the Mortgage Loans. (d) If the servicer of the Mortgage Loans is Borrower or an Affiliate of Borrower, Borrower shall provide to Agent a letter from the Servicer, as the case may be, to the effect that upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis and/or (ii) Agent may terminate Seller (as the servicer), Primary Servicer or any other servicer or sub servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance with the applicable Servicing Agreement and so long as transfer servicing to Agent's designee, at no cost or expense to Agent, it being agreed that Borrower will pay any Purchased Asset is owned by Buyer hereunder, following notice from Buyer and all fees required to Seller terminate the Servicing Agreement and each such servicer to effectuate the transfer of an Event servicing to the designee of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by BuyerAgent. (e) The payment After the Funding Date, until the pledge of servicing fees shall be subordinate any Mortgage Loan is relinquished by the Custodian, unless otherwise agreed in writing by Agent, Borrower will have no right to payment modify or alter the terms of amounts outstanding under any Transaction such Mortgage Loan and Borrower will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in this Agreement. (f) For In the avoidance event Borrower or its Affiliate is servicing the Mortgage Loans, Borrower shall permit Agent to inspect Borrower's or its Affiliate's servicing facilities, as the case may be, for the purpose of doubtsatisfying Agent that Borrower or its Affiliate, Seller retains no economic rights as the case may be, has the ability to service the servicing, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the ServicerMortgage Loans as provided in this Agreement. (g) Seller Borrower represents that each Servicing Agreement can be terminated by Borrower without cause and without payment of any termination fee or other fee upon not greater than sixty (60) days prior written notice to the Servicer thereunder. Borrower shall cause not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each servicer Servicing Agreement is in full force and effect and no default or event of default by Borrower exists under any Servicing Agreement, and Borrower has no knowledge of any default or event of default thereunder by the Servicer. Borrower shall, within ten (10) days following a Purchased Asset to provide to Buyer via electronic transmission, promptly upon written request by Buyer a Agent, deliver to Agent true and correct copies of all Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s requestAgreements.

Servicing. (a) Each servicer Borrower covenants to maintain or cause the servicing of any Purchased Asset (including the Primary Servicer) shall service Mortgage Loans to be maintained in conformity with accepted and prudent servicing practices in the Assets industry for the benefit same type of Buyer mortgage loans as the Mortgage Loans and Buyer’s successors and assignsin a manner at least equal in quality to the servicing such Borrower provides for mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the date on which all the Secured Obligations have been paid in full or (iii) the transfer of servicing approved by the Agent in writing. The appointment of each servicer of any Purchased Asset (including Agent hereby approves New Century as the Primary Servicer) shall be subject to the prior written approval of Buyer, not to be unreasonably withheld, conditioned or delayed. Seller shall cause each such initial servicer (including the Primary “Initial Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices; provided that, without prior written consent of Buyer in its sole discretion as required by Article 7(e), no servicer (including the Primary Servicer”) of any of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e)Mortgage Loans. (b) Seller If the Mortgage Loans are serviced by New Century, (i) New Century agrees that Buyer the Agent is the owner collateral assignee of all servicing records, including, but not limited to, any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets Mortgage Loans (the “Servicing Records”), so long as and (ii) New Century grants the Purchased Assets are subject Agent, for the ratable benefit of the Lenders, a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of New Century or its designee to service in conformity with this AgreementSection and any other obligation of New Century to the Lenders. Seller New Century covenants to safeguard such Servicing Records and to deliver them promptly to Buyer the Agent or its designee (including the Custodian) at Buyerthe Agent’s request. (c) Upon If the Mortgage Loans are serviced by a third party servicer (such third party servicer, the “Third Party Servicer”) the Borrowers (i) shall provide a copy of the servicing agreement to the Agent, which shall be in form and substance acceptable to the Agent (the “Servicing Agreement”), and (ii) shall provide a Servicer Notice to the Third Party Servicer substantially in the form of Exhibit G hereto (a “Servicer Notice”) and shall cause such Third Party Servicer to acknowledge and agree to the same. Any successor or assignee of a Third Party Servicer shall be approved in writing by the Agent and shall acknowledge and agree to a Servicer Notice prior to such successor’s assumption of servicing obligations with respect to the Mortgage Loans. (d) If the Servicer of the Mortgage Loans is a Borrower or an Affiliate of a Borrower, such Borrower shall provide to the Agent a letter to the effect that upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis and/or (ii) Agent may terminate Seller (as the servicer), Primary Servicer or any other servicer or sub servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance with the applicable Servicing Agreement and so long as in any Purchased Asset is owned by Buyer hereunderevent transfer servicing to the Agent’s designee, following notice from Buyer at no cost or expense to Seller the Agent, it being agreed that such Borrower will pay any and each such servicer all fees required to terminate the Servicing Agreement and to effectuate the transfer of an Event servicing to the designee of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyerthe Agent. (e) The payment After the Funding Date, until the pledge of servicing fees any Mortgage Loan is relinquished by the Custodian, (i) the Borrowers shall be subordinate give prior written notice to payment the Agent of amounts outstanding under any Transaction proposed modification or alteration to the terms of any such Mortgage Loan and this unless the Borrowers shall have received the Agent’s written approval of such modification or alteration within five (5) Business Days thereafter, in the event the Borrowers nevertheless make such modification or alteration to the terms of such Mortgage Loan thereafter, such Mortgage Loan shall thereupon have a Collateral Value equal to zero, and (ii) the Borrowers will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in the Custodial Agreement. (f) For In the avoidance of doubtevent any Borrower or its Affiliate is servicing the Mortgage Loans, Seller retains such Borrower shall permit the Agent from time to time during business hours and upon prior reasonable notice (provided, that if a Default shall have occurred and be continuing, no economic rights such notice shall be required) to inspect the servicingBorrower’s or its Affiliate’s servicing facilities, other than Seller’s rights under as the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As suchcase may be, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (purpose of satisfying the Agent that such Borrower or any portion thereof) prior its Affiliate, as the case may be, has the ability to service the date of Buyer’s requestMortgage Loans as provided in this Loan Agreement.

Servicing. (a) Each Borrower covenants to cause the Asset and the Underlying Loan to be serviced by Hanover Street Capital, LLC (“Hanover”) or another third party servicer that is not an Affiliate of any Purchased Asset Borrower and is reasonably acceptable to Lender (including the Primary “Servicer”) shall service pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise in conformity with accepted customary and prudent servicing practices in the Assets industry for the benefit same type of Buyer assets as the Asset and Buyer’s successors the Underlying Loan and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject in a manner at least equal in quality to the servicing Guarantor provides for assets owned by Guarantor or its Affiliates (“Accepted Servicing Practices”). Borrower shall not replace the Servicer and/or enter into (or consent to any other Person entering into) a new Servicing Agreement with respect to the Asset without Lender’s prior written approval of Buyerconsent, which consent shall not to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer (including the Primary Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices; provided that, without prior written consent of Buyer in its sole discretion as required by Article 7(e), no servicer (including the Primary Servicer) of any of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e). (b) Seller Borrower agrees that Buyer Lender is the owner collateral assignee of all servicing recordsrecords of Borrower with respect to the Asset, includingif any, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets the Asset (the “Servicing Records”), so long as and Borrower hereby grants Lender a security interest in all of Borrower’s rights relating to the Purchased Assets are subject Asset and all Servicing Records to secure the obligation of Borrower or its designee to service in conformity with this AgreementSection and any other obligation of Borrower to Lender. Seller Borrower covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee at Buyer’s request. (c) Upon the occurrence and and, during the continuance of an Event of Default, Buyer mayto deliver them promptly to Lender or its designee (including the Custodian) at Lender’s written request. (c) Borrower shall permit Lender to inspect Borrower’s or its Affiliates’ servicing facilities pursuant to Section 11.16 below, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis and/or (ii) terminate Seller (as the servicer)case may be, Primary Servicer for the purpose of satisfying Lender that Borrower or any other servicer or sub servicer of its Affiliates, as the Purchased Assets with or without causecase may be, have the ability to manage the Asset as provided in each case without payment of any termination feethis Loan Agreement. (d) Seller On or prior to the Closing Date, Borrower shall not employ sub-servicers enter into a Servicer Notice and Agreement with the Servicer in the form attached hereto as Exhibit C. (e) At the option of Lender, the Loan may be serviced by one or more servicers/trustees (any such servicer/trustee, together with its agent’s, nominees or designees, are collectively referred to as “Loan Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other servicer other than Primary Servicer Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the Primary Servicing Agreement servicing and administration of the Loan to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest servicers. Borrower shall be responsible for any costs and agreeing that each servicer and/or sub servicer shall transfer all Income with respect expenses of Loan Servicer to the Purchased Assets in accordance with the applicable Servicing Agreement extent such costs and so long as any Purchased Asset is owned expenses would otherwise be payable by Buyer Borrower if incurred by Lender or Lender hereunder, following notice from Buyer to Seller . Lender and each such servicer of an Event of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyer. (e) The payment of servicing fees Borrower agree that Hanover shall be subordinate the initial Loan Servicer hereunder. Borrower agrees that it shall be required to payment pay the Loan Servicer an annual servicing fee of amounts outstanding under any Transaction and this Agreement. (f) For $21,000 during the avoidance term of doubtthe Loan, Seller retains no economic rights to the servicing, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer payable on a monthly basis ($1,750 per month) on each Payment Date (the “servicing released” basis with such servicing retained Loan Servicing Fee”). Notwithstanding any collection of the Loan Servicing Fee by Lender on behalf of Loan Servicer, the Loan Servicing Fee will be deemed to have been paid directly to Servicer. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s request.

Servicing. (a) Each servicer Loan Party covenants to maintain or cause the servicing of any Purchased Asset (including the Primary Servicer) shall service the Assets for the benefit of Buyer and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject to the prior written approval of Buyer, not Mortgage Loans to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer (including maintained in conformity with the Primary Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices; provided that. In the event that the preceding language is interpreted as constituting one or more servicing contracts, without prior written consent each such servicing contract shall terminate automatically upon the earliest of Buyer (i) an Event of Default, (ii) the date on which all the Obligations have been paid in its sole discretion as required full or (iii) the transfer of servicing approved by Article 7(e), no servicer (including the Primary Servicer) of any of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e)Loan Parties. (b) Seller agrees If the Mortgage Loans are serviced by the Loan Parties, (i) the Loan Parties agree that Buyer the Agent is the owner collateral assignee of all servicing records, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets Mortgage Loans (the “Servicing Records”), so long as and (ii) the Purchased Assets are subject Loan Parties grant the Agent a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of the Loan Parties or their designee to service in conformity with this AgreementSection and any other obligation of the Loan Parties to the Agent. Seller covenants The Loan Parties covenant to safeguard such Servicing Records and to deliver them promptly to Buyer the Agent or its designee at Buyerthe Agent’s request. (c) Upon If the Mortgage Loans are serviced by a third party servicer (such third party servicer, the “Servicer”), the Loan Parties (i) shall provide a copy of the servicing agreement to the Agent, which shall be in form and substance acceptable to the Agent (the “Servicing Agreement”), and (ii) shall provide a Servicer Notice to the Servicer substantially in the form of Exhibit C hereto (a “Servicer Notice”) and shall cause the Servicer to acknowledge and agree to the same. Any successor or assignee of a Servicer shall be approved in writing by the Agent and shall acknowledge and agree to a Servicer Notice prior to such successor’s assumption of servicing obligations with respect to the Mortgage Loans. (d) If the servicer of the Mortgage Loans is a Loan Party or the Servicer is an Affiliate of a Loan Party, such Loan Party shall provide to the Agent a letter from such Loan Party or the Servicer, as the case may be, to the effect that upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis and/or (ii) Agent may terminate Seller (as the servicer), Primary Servicer or any other servicer or sub servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance with the applicable Servicing Agreement and so long as in any Purchased Asset is owned by Buyer hereunderevent transfer servicing to the Agent’s designee, following notice from Buyer at no cost or expense to Seller the Agent, it being agreed that the Loan Parties will pay any and each such servicer all fees required to terminate the Servicing Agreement and to effectuate the transfer of an Event servicing to the designee of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyerthe Agent. (e) The payment After the Funding Date, until the pledge of servicing fees shall be subordinate any Mortgage Loan is relinquished by the Agent, the Loan Parties will have no right to payment modify or alter the terms of amounts outstanding under any Transaction such Mortgage Loan and this Agreementthe Loan Parties will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided herein. (f) For In the avoidance event the Loan Parties or their Affiliate are servicing the Mortgage Loans, the Loan Parties shall permit the Agent from time to time to inspect the Loan Parties’ or their Affiliates’ servicing facilities, as the case may be, for the purpose of doubt, Seller retains no economic rights to satisfying the servicing, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges Agent that the Purchased Assets are sold Loan Parties or their Affiliates, as the case may be, has the ability to Buyer on a “servicing released” basis with such servicing retained by service the ServicerMortgage Loans as provided in this Agreement. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s request.

Servicing. (a) Each servicer of any Purchased Asset (including Seller covenants to maintain or cause the Primary Servicer) shall service the Assets for the benefit of Buyer and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject to the prior written approval of Buyer, not to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer (including the Primary Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices; provided that, without prior written consent of Buyer in its sole discretion as required by Article 7(e), no servicer (including the Primary Servicer) of any servicing of the Purchased Assets to be maintained in conformity with accepted and prudent servicing practices in the industry for the same type of mortgage loans as the Purchased Assets and in a manner at least equal in quality to the servicing Seller provides for mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts between Seller and Buyer, each such servicing contract shall take any action with respect to any Purchased Asset described in Article 7(e)terminate automatically upon the earliest of (i) an Event of Default, (ii) the date on which this Agreement terminates or (iii) the transfer of servicing approved by Buyer. (b) If the Purchased Assets are serviced by Seller, Seller agrees that Buyer is the owner of all servicing records, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of the Purchased Assets (the “Servicing Records”), so long as the Purchased Assets are subject to this Agreement. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Buyer’s request. (c) Upon If the Purchased Assets are serviced by a person or entity other than Seller (such person or entity, “Servicer”), Seller (i) shall, in accordance with Section (3)(b)(7), provide a copy of the servicing agreement to Buyer, which shall be in form and substance acceptable to Buyer (the “Servicing Agreement”), and shall provide a Servicer Notice to Buyer substantially in the form of Exhibit VII hereto, fully executed by Seller and Servicer; and (ii) hereby irrevocably assigns to Buyer and Buyer’s successors and assigns all right, title and interest of Seller in, to and under, and the benefits of, any Servicing Agreement solely with respect to the Purchased Assets and not with respect to any other Mortgage Loans. Seller agrees that no Person shall assume the servicing obligations with respect to the Purchased Assets as successor to the Servicer unless such successor is approved in writing by Buyer prior to such assumption of servicing obligations. (d) If the servicer of the Purchased Assets is Seller, upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its shall have the right to the Purchased Assets on a servicing released basis and/or (ii) terminate Seller (as the servicer), Primary Servicer or any other servicer or sub servicer of the Purchased Assets with and transfer servicing to Buyer’s designated Servicer, at no cost or without causeexpense to Buyer, in each case without payment at any time thereafter. If the Servicer of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service the Purchased Assets without is not Seller, Buyer shall have the prior written approval of Buyerright, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) as contemplated in the servicing agreements in applicable Servicer Notice, upon the Purchased Assets occurrence of an Event of Default, to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance with the terminate any applicable Servicing Agreement and so long transfer servicing to Buyer’s designated Servicer, at no cost or expense to Buyer, it being agreed that Seller will pay any and all fees required to terminate such Servicing Agreement and to effectuate the transfer of servicing to Buyer’s designated Servicer, as well as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to Seller accrued servicing fees and each such servicer of an Event of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard unreimbursed expenses payable to such Purchased Asset other than as specifically directed by BuyerServicer. (e) The payment After the Purchase Date, until the repurchase of servicing fees shall be subordinate any Purchased Asset, Seller will have no right to payment modify or alter the terms of amounts outstanding under any Transaction such Purchased Asset if such modification or alternation would materially adversely affect the value of such Purchased Assets and this Seller will have no obligation or right to repossess such Purchased Asset or substitute another Mortgage Loan for such Purchased Asset, in each case except as provided in the Custodial and Disbursement Agreement. (f) For In the avoidance of doubt, event Seller retains no economic rights to the servicing, other than Seller’s rights under the Primary Servicing Agreement or any other its Affiliate is servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges shall permit Buyer to inspect Seller’s or its Affiliate’s servicing facilities, as the case may be, for the purpose of satisfying Buyer that Seller or its Affiliate, as the case may be, has the ability to service the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Serviceras provided in this Agreement. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s request.

Servicing. (a) Each servicer of any Purchased Asset (including the Primary Servicer) 11.01 The Financed Tax Liens shall service the Assets be serviced by an Approved Servicer under an Approved Servicing Agreement for the benefit of Buyer and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject to the prior written approval of Buyer, not to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer (including the Primary Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer Administrative Agent in accordance with Accepted Servicing Practices; provided that. So long as no Event of Default has occurred and is continuing, without prior written consent of Buyer in its sole discretion as required by Article 7(e), no servicer (including Administrative Agent hereby grants Borrower and each Eligible Asset Owner a revocable license to direct the Primary Servicer) of any Approved Servicer of the Purchased Assets Eligible Assets, subject however to the terms and conditions of this Agreement. Upon the occurrence and continuance of an Event of Default on the part of Borrower, such license shall take any action with respect to any Purchased Asset described in Article 7(e)be deemed immediately and automatically revoked. (b) Seller 11.02 Borrower agrees that Buyer Administrative Agent is the owner of all servicing records, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”), files, documents, records, data basesdatabases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Financed Tax Liens and the Eligible Assets (collectively, the “Servicing Records”), ) so long as the Purchased Assets Financed Tax Liens are subject to this Agreement. Seller Borrower grants Administrative Agent a security interest in its rights with respect to all servicing fees and rights relating to the Financed Tax Liens and the Eligible Assets and all Servicing Records to secure the obligation of Borrower to cause Servicer or its designee to service in conformity with this Agreement and any other obligation of Borrower to Administrative Agent. Borrower covenants to, or to cause the related Servicer to, safeguard such Servicing Records and to deliver them promptly to Buyer Administrative Agent or its designee (including the Custodian) at BuyerAdministrative Agent’s request. 11.03 Borrower shall not enter into, and shall not permit any Eligible Asset Owner to enter into, a Servicing Agreement other than an Approved Servicing Agreement, without the prior approval of Administrative Agent in its sole discretion. 11.04 Borrower shall cause any Servicer engaged by any Eligible Asset Owner to service the Eligible Assets to execute a letter agreement, substantially in the form attached hereto as Exhibit M acknowledging that the Administrative Agent has been granted a security interest in the Financed Tax Liens under this Agreement and agreeing that it shall deposit all Income with respect to the Financed Tax Liens into the Collection Account within two (c2) Business Days after such Servicer’s receipt thereof. 11.05 Upon the occurrence and during the continuance of an Event of Default, Buyer Administrative Agent may, in its sole discretion, and in addition to all other rights and remedies set forth in this Agreement, (i) sell its right to the Purchased Financed Tax Liens and the Eligible Assets on a servicing released basis and/or (ii) terminate Seller (as the servicer), Primary Servicer or any other servicer or sub servicer of the Purchased Financed Tax Liens and the Eligible Assets with or without cause, in each case without payment of any termination fee. fee (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant but subject always to the Primary Servicing Agreement to service the Purchased Assets without the prior written approval terms of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance with the applicable Servicing Agreement Agreement). 11.06 Upon the occurrence and so long as any Purchased Asset is owned by Buyer hereunderduring the continuance of a Servicer Event of Default, following notice from Buyer to Seller Borrower and each Eligible Asset Owner (in each case as applicable) shall have the right to (i) exercise any and all rights and remedies provided in the related Servicing Agreement; (ii) designate another successor Servicer within fifteen (15) Business Days after the occurrence of such servicer of an Servicer Event of Default under this AgreementDefault, each provided that such servicer Servicer is reasonably acceptable to Administrative Agent (including Primary such approval not to be unreasonably withheld, conditioned or delayed); provided further that Administrative Agent, in its sole and absolute discretion, may decide to become the designated successor Servicer if no other successor Servicer is designated within such 15 day period for a period of time until a successor Approved Servicer is designated; (iii) negotiate and execute a definitive Servicing Agreement with such successor Servicer, provided such Servicer is reasonably acceptable to Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed), as soon as is practicable after identifying such successor Servicer, provided however that such Servicing Agreement shall be on substantially similar terms and conditions as the Approved Servicing Agreement with the defaulting Servicer, with such modifications as are reasonably acceptable to Administrative Agent; and (iv) or sub-servicer shall take no action with regard transfer servicing to such Purchased Asset other than successor Servicer as specifically directed by Buyersoon as is practicable and legally permissible after identifying such successor Servicer. In the event that ▇▇▇▇▇▇▇▇ does not identify a successor Servicer within such period, or servicing is not transferred within sixty (60) days of the related Servicer Event of Default, then (i) a Cash Sweep Period will be deemed to have occurred until a successor Approved Servicer is designated, and (ii) Administrative Agent shall have the right to terminate the Servicer and appoint a successor Servicer at Borrower’s sole cost and expense. (e) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement. (f) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s request.

Servicing. (a) Each servicer Seller covenants to maintain or cause the servicing of any Purchased Asset (including the Primary Servicer) shall service Mortgage Loans to be maintained in conformity with accepted and prudent servicing practices in the Assets industry for the benefit same type of Buyer mortgage loans as the Mortgage Loans and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject in a manner at least equal in quality to the prior written approval of Buyerservicing Seller provides for mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, not to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer servicing contract shall terminate automatically upon the earliest of (including i) an Event of Default, (ii) the Primary Servicerdate on which this Agreement terminates or (iii) to service the Purchased Assets at Seller’s sole cost and for the benefit transfer of Buyer in accordance with Accepted Servicing Practices; provided that, without prior written consent of Buyer in its sole discretion as required servicing approved by Article 7(e), no servicer (including the Primary Servicer) of any of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e)Buyer. (b) If the Mortgage Loans are serviced by Seller, Seller agrees that Buyer is the owner of all servicing records, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets the Mortgage Loans (the “"Servicing Records”"), so long as the Purchased Assets are subject to this Agreement. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Buyer’s 's request. (c) Upon If the Mortgage Loans are serviced by a person other than Seller (such third party the "Servicer"), Seller (i) shall, in accordance with Section (3)(b)(7), provide a copy of the servicing agreement to Buyer, which shall be in form and substance acceptable to Buyer (the "Servicing Agreement"), and shall provide a Servicer Notice to the Buyer substantially in the form of Exhibit VII hereto, fully executed by such Seller Entity and the Servicer; and (ii) hereby irrevocably assigns to Buyer and Buyer's successors and assigns all right, title and interest of Seller in, to and under, and the benefits of, any Servicing Agreement with respect to the Mortgage Loans. Seller agrees that no Person shall assume the servicing obligations with respect to the Mortgage Loans as successor to the Servicer unless such successor is approved in writing by Buyer prior to such assumption of servicing obligations. (d) If the servicer of the Mortgage Loans is Seller, upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its shall have the right to the Purchased Assets on a servicing released basis and/or (ii) terminate Seller (as the servicer), Primary Servicer or any other servicer or sub servicer of the Purchased Assets with Mortgage Loans and transfer servicing to Buyer's designated Servicer, at no cost or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant expense to the Primary Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretionat any time thereafter. If the Purchased Assets are serviced by such a Servicer of the Mortgage Loans is not Seller, Buyer approved sub-servicer or any other servicershall have the right, Seller shall, irrevocably assign all rights, title and interest (if any) as contemplated in the servicing agreements in applicable Servicer Notice, upon the Purchased Assets occurrence of an Event of Default, to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance with the terminate any applicable Servicing Agreement and so long transfer servicing to Buyer's designated Servicer, at no cost or expense to Buyer, it being agreed that Seller will pay any and all fees required to terminate such Servicing Agreement and to effectuate the transfer of servicing Buyer's designated Servicer, as well as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to Seller servicing fees and each such servicer of an Event of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard expenses payable to such Purchased Asset other than as specifically directed by BuyerServicer. (e) The payment After the Purchase Date, until the repurchase of servicing fees shall be subordinate any Mortgage Loan, Seller will have no right to payment modify or alter the terms of amounts outstanding under any Transaction such Mortgage Loan and this Seller will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, in each case except as provided in the Custodial and Disbursement Agreement. (f) For In the avoidance of doubtevent Seller or its Affiliate is servicing the Mortgage Loans, Seller retains no economic rights shall permit Buyer to inspect Seller's or its Affiliate's servicing facilities, as the servicingcase may be, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (purpose of satisfying Buyer that Seller or any portion thereof) prior its Affiliate, as the case may be, has the ability to service the date of Buyer’s requestMortgage Loans as provided in this Agreement.

Servicing. (a) Each servicer Borrower covenant to maintain or cause the servicing of any Purchased Asset (including the Primary Servicer) shall service Mortgage Loans to be maintained in conformity with accepted and prudent servicing practices in the Assets industry for the benefit same type of Buyer mortgage loans as the Mortgage Loans and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject in a manner at least equal in quality to the prior written approval of Buyerservicing the Borrowers provide for mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, not to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer servicing contract shall terminate automatically upon the earliest of (including i) an Event of Default, (ii) the Primary Servicerdate on which all the Secured Obligations have been paid in full or (iii) to service the Purchased Assets at Seller’s sole cost and for transfer of servicing approved by the benefit of Buyer in accordance with Accepted Servicing Practices; provided that, without prior written consent of Buyer in its sole discretion as required by Article 7(e), no servicer (including the Primary Servicer) of any of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e)Borrowers. (b) Seller If the Mortgage Loans are serviced by a Borrower, (i) such Borrower agrees that Buyer the Lender is the owner collateral assignee of all servicing records, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets Mortgage Loans (the “"Servicing Records”"), so long as and (ii) such Borrower grants the Purchased Assets are subject Lender a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of each Borrower or its designee to service in conformity with this AgreementSection and any other obligation of the Borrowers to the Lender. Seller covenants The Borrowers covenant to safeguard such Servicing Records and to deliver them promptly to Buyer the Lender or its designee (including the Custodian) at Buyer’s the Lender's request. (c) Upon If the Mortgage Loans are serviced by a third party servicer (such third party servicer, the "Servicer"), the Borrowers (i) shall provide a copy of the servicing agreement to the Lender, which shall be in form and substance acceptable to the Lender (the "Servicing Agreement"), and (ii) shall provide a Servicer Notice to the Servicer substantially in the form of Exhibit H hereto (a "Servicer Notice") and shall cause the Servicer to acknowledge and agree to the same. Any successor or assignee of a Servicer shall be approved in writing by the Lender and shall acknowledge and agree to a Servicer Notice prior to such successor's assumption of servicing obligations with respect to the Mortgage Loans. (d) If the servicer of the Mortgage Loans is a Borrower or the Servicer is an Affiliate of a Borrower, such Borrower shall provide to the Lender a letter from the Borrower or the Servicer, as the case may be, to the effect that upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis and/or (ii) Lender may terminate Seller (as the servicer), Primary Servicer or any other servicer or sub servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance with the applicable Servicing Agreement and so long as in any Purchased Asset is owned by Buyer hereunderevent transfer servicing to the Lender's designee, following notice from Buyer at no cost or expense to Seller the Lender, it being agreed that the Borrowers will pay any and each such servicer all fees required to terminate the Servicing Agreement and to effectuate the transfer of an Event servicing to the designee of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyerthe Lender. (e) The payment After the Funding Date, until the pledge of servicing fees shall be subordinate any Mortgage Loan is relinquished by the Custodian, the Borrowers will have no right to payment modify or alter the terms of amounts outstanding under any Transaction such Mortgage Loan and this the Borrowers will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in the Custodial Agreement. (f) For In the avoidance of doubtevent a Borrower or its Affiliate is servicing the Mortgage Loans, Seller retains no economic rights such Borrower shall permit the Lender from time to time to inspect such Borrower's or its Affiliate's servicing facilities, as the servicingcase may be, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (purpose of satisfying the Lender that such Borrower or any portion thereof) prior its Affiliate, as the case may be, has the ability to service the date of Buyer’s requestMortgage Loans as provided in this Loan Agreement.

Servicing. (a) Each servicer Notwithstanding the purchase and sale of any the Purchased Asset Loans by Seller to Buyer hereunder, Midland Loan Services, Inc. or, with the consent of Buyer (including the Primary which consent shall not unreasonably be withheld), an Affiliate of Seller ("Servicer") shall service the Assets for the benefit of Buyer and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject to the prior written approval of Buyer, not to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer (including the Primary Servicer) continue to service the Purchased Assets Loans at Seller’s 's sole cost and for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Purchased Loans prior to the Repurchase Date pursuant to Section 8 or 17 of this Annex I, Buyer's assigns; provided, however, that the obligations of Seller to service any of the Purchased Loans shall cease automatically upon the earliest of (i) an Event of Default, (ii) the date on which the aggregate Repurchase Price for the Portfolio Loans together with all accrued and unpaid Price Differential, unpaid Costs and other amounts payable by Seller to Buyer hereunder have been paid in full or (iii) the transfer of servicing approved by Seller and Buyer, which Buyer's consent shall not be unreasonably withheld. Seller shall service and shall cause the Servicer to service the Purchased Loans in accordance with Accepted Servicing Practices; provided that, without prior written consent of Buyer in its sole discretion as required by Article 7(e), no servicer (including the Primary Servicer) of any of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e). (b) Seller agrees that Buyer is the owner of all servicing records, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “"Servicing Agreements”"), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets Loans (the “"Servicing Records”), ") so long as the Purchased Assets Loans are subject to this the Agreement. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s 's request. (c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets Loans on a servicing released basis and/or or (ii) terminate Seller (as the servicer), Primary Servicer or any other servicer or sub sub-servicer of the Purchased Assets Loans with or without cause, in each case without payment of any termination feefee or such other costs or expenses to Buyer, it being agreed that Seller will pay any and all fees, costs and expenses required to terminate the Servicing Agreement and to effectuate a transfer of servicing to a designee of the Buyer; provided, however, that Buyer shall cause any successor servicer to deliver to Seller reports generated for Buyer relating to the Purchased Loans. (d) Seller shall not, and shall not permit Servicer to, employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service the Purchased Assets Loans without the prior written approval of Buyer, in Buyer’s sole discretionBuyer which shall not be unreasonably withheld. If the Purchased Assets Loans are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, shall irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets Servicing Agreements with such sub-servicer to Buyer. . (e) Seller shall cause all servicers Servicer and any sub-servicers engaged by Seller to execute a Direct Agreement letter agreement with Buyer acknowledging Buyer’s 's security interest in the Purchased Loans and the Servicing Agreements and agreeing that each servicer and/or sub such sub-servicer shall transfer deposit all Income with respect to the Purchased Assets Loans in accordance with the applicable Servicing Agreement and so long Blocked Account, all in such manner as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to Seller and each such servicer of an Event of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyer. (e) The payment of servicing fees shall be subordinate reasonably acceptable to payment of amounts outstanding under any Transaction and this AgreementBuyer. (f) For In the avoidance of doubtevent Seller or its Affiliate is servicing any Purchased Loan, Seller retains no economic rights shall permit Buyer to inspect Seller's or its Affiliate's servicing facilities, as the servicingcase may be, other than Seller’s rights under for the Primary Servicing Agreement purpose of satisfying Buyer that Seller or any other servicing agreement related its Affiliate, as the case may be, has the ability to service such Purchased Loans as provided in the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the ServicerAgreement. (g) Seller shall cause each servicer of a Purchased Asset the Servicer to provide a copy of each report and notice sent to Seller to be sent to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s requestconcurrently therewith.

Servicing. (a) Each servicer Seller and Servicer covenant to maintain or cause the servicing of any the Purchased Asset (including the Primary Servicer) shall service the Assets for the benefit of Buyer and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject to the prior written approval of Buyer, not Loans to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer (including the Primary Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer maintained in accordance conformity with Accepted Servicing Practices; provided thatPractices and pursuant to the related underlying Servicing Agreement. In the event that the preceding language is interpreted as constituting one or more servicing contracts, without prior written consent each such servicing contract shall terminate automatically upon the earliest of (i) the termination thereof by Buyer pursuant to subsection (d) below, (ii) thirty (30) days after the last Purchase Date of such Purchased Loan, (iii) a Default or an Event of Default, (iv) the date on which all the Obligations have been paid in its sole discretion full, or (v) the transfer of servicing to any entity approved by Buyer and the assumption thereof by such entity. Upon any such termination, Seller and Servicer, as required by Article 7(e)applicable, no servicer (including shall comply with the Primary Servicerrequirements set forth in Section 13(hh) of any as to the delivery of the Servicing Records and the physical servicing of each Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e)Loan. (b) During any period Seller agrees or Servicer is servicing any Purchased Loans, (i) Seller and Servicer agree that Buyer is the owner of the Servicing Rights and all servicing records, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets such Loans (the “Servicing Records”), so long as and (ii) Servicer grants Buyer a security interest in all servicing fees and rights relating to the Purchased Assets are subject Loans and all Servicing Records to secure the obligation of Seller, Servicer or any Subservicer to service in conformity with this Section 43 and any other obligation of Seller and/or Servicer to Buyer. At all times during the term of this Agreement. Seller , Servicer covenants to safeguard hold such Servicing Records in trust for Buyer and to safeguard, or cause each Subservicer to safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the related Servicing Agreement promptly to Buyer or its designee (including Custodian) at Buyer’s requestrequest or otherwise as required by operation of Section 13(hh) hereof. It is understood and agreed by the parties that prior to an Event of Default, Servicer may retain the servicing fees with respect to the Purchased Loans. (c) Upon If any Loan that is proposed to be sold on a Purchase Date is serviced by a servicer other than Seller or Servicer (including any interim servicer) (a “Subservicer”), or if the occurrence servicing of any Purchased Loan is to be transferred to a Subservicer, Seller shall provide a copy of the related servicing agreement and during an Instruction Letter executed by such Subservicer (collectively, the continuance “Servicing Agreement”) to Buyer at least three (3) Business Days prior to such Purchase Date or transfer date, as applicable, which Servicing Agreement shall be in form and substance acceptable to Buyer. In addition, Seller shall have obtained the prior written consent of an Event of DefaultBuyer for such Subservicer to subservice the Loans. (d) In addition to the rights provided in Section 43(a), Buyer mayshall have the right, exercisable at any time in its sole discretion, (i) sell its right upon written notice, to the Purchased Assets on a servicing released basis and/or (ii) terminate Seller (as the servicer)Seller, Primary Servicer or any other Subservicers as servicer or sub servicer subservicer, respectively, and any related Servicing Agreement. With respect to any Servicing Rights, any such termination shall be effective as of the Purchased Assets with or without cause, in each case without payment date that occurs thirty (30) days after the last Purchase Date. Upon the effectiveness of any termination fee. (d) Seller such termination, Servicer shall not employ sub-servicers transfer or any other servicer other than Primary Servicer pursuant shall cause Subservicer to the Primary Servicing Agreement transfer such servicing with respect to service the such Purchased Assets without the prior written approval of BuyerLoans to Buyer or its designee, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer at no cost or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets expense to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller Servicer, as applicable, agree to execute a Direct Agreement cooperate with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance connection with the applicable Servicing Agreement and so long as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to Seller and each such servicer transfer of an Event of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyerservicing. (e) The payment Buyer shall have the right in its sole discretion to appoint a third party to perform due diligence with respect to Servicer’s servicing facilities at any time. Servicer shall cooperate with Buyer and/or its designees to provide access to Servicer’s servicing facilities including without limitation its books and records with respect to Servicer’s servicing portfolio and the Purchased Loans. In addition to the foregoing, Servicer shall permit Buyer to inspect upon reasonable prior written notice at a mutually convenient time, Servicer’s servicing facilities, as the case may be, for the purpose of satisfying Buyer that Servicer has the ability to service the Loans as provided in this Agreement and in any Servicing Agreement. In addition, with respect to any Subservicer which is not an Affiliate of Servicer, Servicer shall use its best efforts to enable Buyer to inspect the servicing fees facilities of such Subservicer and to cause such Subservicer to cooperate with Buyer and/or its designees in connection with any due diligence performed by Buyer and/or such designees in accordance with this Section 43(e). Seller and Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with any due diligence or inspection performed pursuant to this Section 43(e) shall be subordinate to payment of amounts outstanding under any Transaction and this Agreementpaid by Buyer. (f) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s request.

Servicing. (a) Each servicer Seller covenants to maintain or cause the servicing of any Purchased Asset (including the Primary Servicer) shall service Transaction Assets to be maintained in conformity with accepted and prudent servicing practices in the Assets industry for the benefit same type of loans as the Transaction Assets and in a manner at least equal in quality to the servicing Seller provides for assets similar to the Transaction Assets which Seller owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts between Buyer and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject to the prior written approval of BuyerSeller, not to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer servicing contract shall terminate automatically upon the earliest of (including i) an Event of Default, (ii) the Primary Servicerdate on which all the Repurchase Obligations have been paid in full or (iii) to service the Purchased Assets at transfer of servicing approved by Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices; provided that, without prior written consent of Buyer in its sole discretion as required by Article 7(e), no servicer (including the Primary Servicer) of any of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e). (b) If any of the Transaction Assets are serviced by Seller, (i) Seller agrees that Buyer is the owner collateral assignee of all servicing records, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets the Transaction Asset (the “Servicing Records”), so long as and (ii) Seller grants Buyer a security interest in all servicing fees and rights relating to the Purchased Transaction Assets are subject and all Servicing Records to secure the obligation of Seller or its designee to service in conformity with this AgreementSection and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request. (c) Upon If the occurrence and during the continuance of an Event of DefaultTransaction Assets are serviced by Servicer, Buyer may, in its sole discretion, Seller (i) sell its right shall provide a copy of the servicing agreement to Buyer, which shall be in form and substance acceptable to Buyer (the Purchased Assets on a servicing released basis and/or “Servicing Agreement”), and (ii) terminate Seller shall provide a Servicer Notice to the Servicer substantially in the form of Exhibit G hereto (as a “Servicer Notice”) and shall cause the servicer), Primary Servicer to acknowledge and agree to the same. Any successor or any other servicer or sub servicer assignee of a Servicer shall be approved in writing by Buyer and shall acknowledge and agree to a Servicer Notice prior to such successor’s assumption of servicing obligations with respect to the Purchased Assets with or without cause, in each case without payment of any termination feeTransaction Assets. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance with the applicable Servicing Agreement and so long as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to Seller and each such servicer of an Event of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyer. (e) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement. (f) For the avoidance of doubt, Seller retains no shall not retain any economic rights to the servicing, servicing other than Seller’s rights rights, if any, under the Primary Servicing Agreement or any other servicing agreement related to the Purchased AssetsAgreement. As such, Seller expressly acknowledges that the Purchased Transaction Assets are sold to Buyer on a “servicing released” basis with such servicing retained by Seller or, if the relevant Transaction Asset is serviced by a Servicer, the Servicer in respect of that Transaction Asset. (e) If the servicer of the Transaction Assets is Seller, Seller shall provide to Buyer a letter from Seller or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, Buyer may terminate any Servicing Agreement and in any event transfer servicing to Buyer’s designee, at no cost or expense to Buyer, it being agreed that Seller will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of Buyer. (f) After the Purchase Date, until the rights to any Transaction Assets under the Transaction Documents are relinquished by the Custodian, Seller will have no right to modify or alter the terms of such Transaction Assets and Seller will have no obligation or right to repossess such Transaction Assets or substitute another Eligible Transaction Asset, except as provided in the Custodial Agreement. (g) In the event Seller is servicing the Transaction Assets, Seller shall permit Buyer from time to time to inspect Seller’s or its Affiliate’s servicing facilities, as the case may be, for the purpose of satisfying Buyer that Seller or its Affiliate, as the case may be, has the ability to service the Transaction Assets as provided in this Agreement. (h) At all times when Seller or a Servicer is servicing any Transaction Asset, Seller shall cause each servicer of a Purchased Asset such party to provide deliver to Buyer via electronic transmission, promptly upon request by a monthly servicing update in such form as Buyer a Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s requestmay reasonably require.

Servicing. (a) Each servicer The Seller covenants to maintain or cause the servicing of any the Purchased Asset (including the Primary Servicer) shall service the Assets for the benefit of Buyer and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject to the prior written approval of Buyer, not Loans to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer (including the Primary Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer maintained in accordance conformity with Accepted Servicing Practices; provided that. In the event that the preceding language is interpreted as constituting one or more servicing contracts, without prior written consent each such servicing contract shall terminate automatically upon the earliest of Buyer (i) an Event of Default, (ii) thirty (30) days after the last Purchase Date of such Purchased Loan, (iii) the date on which all the Repurchase Obligations have been paid in its sole discretion full or (iv) the transfer of servicing approved by the Seller. Upon any such termination, Seller shall comply with the requirements set forth in Section 7.31 as required by Article 7(e), no servicer (including to the Primary Servicer) of any delivery of the Servicing Records and the physical servicing of each Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e)Loan. (b) During the period the Seller or Servicer is servicing the Purchased Loans, (i) the Seller agrees that the Buyer is the owner of the Servicing Rights and all servicing records, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets such Mortgage Loans (the “Servicing Records”), so long as and (ii) the Seller grants the Buyer a security interest in all servicing fees and rights relating to the Purchased Assets are subject Loans and all Servicing Records to secure the obligation of the Seller or its designee to service in conformity with this Section 13.22 and any other obligation of the Seller to the Buyer. At all times during the term of this Repurchase Agreement. , the Seller covenants to safeguard hold such Servicing Records in trust for the Buyer and to safeguard, or cause each Servicer to safeguard, such Servicing Records and to deliver them, or cause any such Servicer to deliver them to the extent permitted under the related Servicing Agreement promptly to the Buyer or its designee (including Custodian) at the Buyer’s requestrequest or otherwise as required by operation of Section 7.31 hereof. It is understood and agreed by the parties that prior to an Event of Default, the Seller, as servicer shall retain the servicing fees with respect to the Purchased Loans. (c) Upon If the Purchased Loans are, at any time during the term of this Repurchase Agreement, serviced by PennyMac Loan Services, LLC or a third party servicer (PennyMac Loan Services, LLC or such third party servicer, the “Servicer”), such Servicer must be acceptable to RHS, ▇▇▇▇▇▇ Mae, ▇▇▇▇▇▇▇ Mac, FHA or VA, as applicable, and each Seller (i) shall provide a copy of the servicing agreement to the Buyer, which shall be in form and substance acceptable to the Buyer (the “Servicing Agreement”), and (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit G hereto (a “Servicer Notice and Agreement”) and shall cause the Servicer to acknowledge and agree to the same. Any successor or assignee of a Servicer shall be approved in writing by the Buyer and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor’s assumption of servicing obligations with respect to the Mortgage Loans. Any transfer of servicing of Mortgage Loans to any Servicer in accordance with this Section 13.22(c), shall be subject to the Buyer’s ownership and security interest in the Servicing Rights, (including, without limitation, the security interest created under Section 4.01(b)), the Buyer’s security interest in any payments received or to be received by the Seller in connection with such transfer or to any payments of any kind with respect to the Mortgage Loans being serviced by the Servicer and such transfer shall be subject to the Buyer’s right to terminate the Servicing Agreement with such transferee and to cause such transferee to transfer the servicing rights to the Buyer’s designee, in each case as more particularly set forth in this Section 13.22(c). (d) If the Servicer of the Purchased Loans is the Seller or the Servicer is an Affiliate of the Seller, the Seller shall provide to the Buyer a letter from the Seller or the Servicer, as the case may be, to the effect that upon the occurrence and during the continuance of an Event of Default, the Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis and/or (ii) may terminate Seller (as the servicer), Primary Servicer or any other servicer or sub servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance with the applicable Servicing Agreement and so long as in any Purchased Asset is owned by Buyer hereunderevent transfer servicing to the Buyer’s designee, following notice from Buyer at no cost or expense to the Buyer, it being agreed that the Seller will pay any and each such servicer all fees required to terminate the Servicing Agreement and to effectuate the transfer of an Event servicing to the designee of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by the Buyer. (e) In addition to the rights provided in Section 13.22(a), the Buyer shall have the right, exercisable at any time in its sole discretion, upon written notice, to terminate the Seller or any Servicers as servicer, respectively, of any Purchased Loans and any related Servicing Agreement. Upon any such termination, the Seller shall transfer or shall cause Servicer to transfer such servicing with respect to such Purchased Loans to the Buyer or its designee, at no cost or expense to the Buyer. The payment Seller agrees to cooperate with the Buyer in connection with the transfer of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreementservicing. (f) For After the avoidance of doubtPurchase Date for any Purchased Loan, Seller retains no economic rights to the servicing, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the until such Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained Loan is repurchased by the ServicerSeller and possession thereof is relinquished by the Custodian, the Seller will have no right to modify or alter the terms of such Purchased Loan and the Seller will have no obligation or right to repossess such Purchased Loan or substitute another Purchased Loan, except as provided in the Custodial Agreement. (g) In the event the Seller or its Affiliate is servicing the Purchased Loans, the Seller shall cause each servicer permit the Buyer from time to time to inspect the Seller’s or its Affiliate’s servicing facilities, as the case may be, for the purpose of satisfying the Buyer that the Seller or its Affiliate, as the case may be, has the ability to service the Purchased Loans as provided in this Repurchase Agreement; provided that, prior to a Purchased Asset Default or Event of Default, such inspection shall be subject to prior reasonable notice and shall be conducted during normal business hours. (h) The Buyer shall have the right in its sole discretion to appoint a third party to perform due diligence with respect to the Seller’s or the Servicer’s servicing facilities at any time. The Seller shall cooperate with the Buyer and/or its designees to provide access to Buyer via electronic transmissionthe Seller’s or the Servicer’s servicing facilities including without limitation its books and records with respect to the Seller’s or the Servicer’s servicing portfolio and the Purchased Loans. In addition to the foregoing, promptly the Seller shall permit the Buyer, or cause the Servicer to permit the Buyer, to inspect upon request by Buyer reasonable prior written notice at a Servicing Tape mutually convenient time, the Seller’s, the Servicer’s or their Affiliate’s servicing facilities, as the case may be, for the quarter (purpose of satisfying the Buyer that the Seller, the Servicer or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Agreement. In addition, with respect to any portion thereofServicer which is not an Affiliate of the Seller, the Seller shall use its best efforts to enable the Buyer to inspect the servicing facilities of such Servicer and to cause such Servicer to cooperate with the Buyer and/or its designees in connection with any due diligence performed by the Buyer and/or such designees in accordance with this Section 13.22(h). The Seller and the Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by the Buyer in connection with any due diligence or inspection performed pursuant to this Section 13.22(h) prior to shall be paid by the date of Buyer’s request.

Servicing. (a) Each servicer Seller covenants to maintain or cause the servicing of any Purchased Asset (including the Primary Servicer) shall service Transaction Assets to be maintained in conformity with accepted and prudent servicing practices in the Assets industry for the benefit same type of loans as the Transaction Assets and in a manner at least equal in quality to the servicing Seller provides for assets similar to the Transaction Assets which Seller owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts between Buyer and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject to the prior written approval of BuyerSeller, not to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer servicing contract shall terminate automatically upon the earliest of (including i) an Event of Default, (ii) the Primary Servicerdate on which all the Repurchase Obligations have been paid in full or (iii) to service the Purchased Assets at transfer of servicing approved by Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices; provided that, without prior written consent of Buyer in its sole discretion as required by Article 7(e), no servicer (including the Primary Servicer) of any of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e). (b) If any of the Transaction Assets are serviced by Seller, (i) Seller agrees that Buyer is the owner collateral assignee of all servicing records, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets the Transaction Asset (the “Servicing Records”), so long as and (ii) Seller grants Buyer a security interest in all servicing fees and rights relating to the Purchased Transaction Assets are subject and all Servicing Records to secure the obligation of Seller or its designee to service in conformity with this AgreementSection and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s 's request. (c) Upon If the occurrence and during the continuance of an Event of DefaultTransaction Assets are serviced by Servicer, Buyer may, in its sole discretion, Seller (i) sell its right shall provide a copy of the servicing agreement to Buyer, which shall be in form and substance acceptable to Buyer (the Purchased Assets on a servicing released basis and/or “Servicing Agreement”), and (ii) terminate Seller shall provide a Servicer Notice to the Servicer substantially in the form of Exhibit G hereto (as a “Servicer Notice”) and shall cause the servicer), Primary Servicer to acknowledge and agree to the same. Any successor or any other servicer or sub servicer assignee of a Servicer shall be approved in writing by Buyer and shall acknowledge and agree to a Servicer Notice prior to such successor's assumption of servicing obligations with respect to the Purchased Assets with or without cause, in each case without payment of any termination feeTransaction Assets. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance with the applicable Servicing Agreement and so long as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to Seller and each such servicer of an Event of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyer. (e) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement. (f) For the avoidance of doubt, Seller retains no shall not retain any economic rights to the servicing, servicing other than Seller’s rights 's rights, if any, under the Primary Servicing Agreement or any other servicing agreement related to the Purchased AssetsAgreement. As such, Seller expressly acknowledges that the Purchased Transaction Assets are sold to Buyer on a “servicing released” basis with such servicing retained by Seller or, if the relevant Transaction Asset is serviced by a Servicer, the Servicer in respect of that Transaction Asset. (e) If the servicer of the Transaction Assets is Seller, Seller shall provide to Buyer a letter from Seller or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, Buyer may terminate any Servicing Agreement and in any event transfer servicing to Buyer's designee, at no cost or expense to Buyer, it being agreed that Seller will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of Buyer. (f) After the Purchase Date, until the rights to the Transaction Assets under the Transaction Documents are relinquished by the Custodian, Seller will have no right to modify or alter the terms of such Transaction Assets and Seller will have no obligation or right to repossess such Transaction Assets or substitute another Transaction Asset, except as provided in the Custodial Agreement. (g) In the event Seller is servicing the Transaction Assets, Seller shall permit Buyer from time to time to inspect Seller's or its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying Buyer that Seller or its Affiliate, as the case may be, has the ability to service the Transaction Assets as provided in this Agreement. (h) At all times when Seller or a Servicer is servicing the Transaction Asset, Seller shall cause each servicer of a Purchased Asset such party to provide deliver to Buyer via electronic transmission, promptly upon request by a monthly servicing update in such form as Buyer a Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s requestmay reasonably require.

Servicing. (a) Each servicer Borrower covenants to maintain or cause the servicing of any Purchased Asset the Collateral to be maintained with respect to each type of Collateral pledged to Lender hereunder in conformity with accepted and prudent servicing practices in the industry for such same type of Collateral and in a manner at least equal in quality to the servicing Borrower provides for assets similar to such Collateral which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (including i) an Event of Default, (ii) the Primary Servicerdate on which all the Secured Obligations have been paid in full or (iii) the transfer of servicing approved by Borrower and Lender, which Lender's consent shall service the Assets for the benefit of Buyer and Buyer’s successors and assignsnot be unreasonably withheld. The appointment of each servicer of any Purchased Asset Midland Loan Services, Inc. (including the Primary Servicer"Midland") shall be subject to the prior written approval of Buyer, not to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer (including the Primary Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices; provided that, without prior written consent of Buyer in its sole discretion as required by Article 7(e), no servicer (including the Primary Servicer) of any of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e)initial servicer. (b) Seller If the Collateral, or any portion thereof, is serviced by Borrower, (i) Borrower agrees that Buyer Lender is the owner collateral assignee of all servicing records, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets such Collateral (the “"Servicing Records”"), so long as and (ii) Borrower grants Lender a security interest in all servicing fees and rights relating to such Collateral and all Servicing Records to secure the Purchased Assets are subject obligation of Borrower or its designee to service in conformity with this AgreementSection and any other obligation of Borrower to Lender. Seller Borrower covenants to safeguard such Servicing Records and to deliver them promptly to Buyer Lender or its designee (including Custodian) at Buyer’s Lender's request. (c) Upon If the Collateral, or any portion thereof, is serviced by a third party servicer (such third party servicer, the "Servicer"), Borrower (i) shall provide a copy of the servicing agreement to Lender, which shall be in form and substance acceptable to Lender (the "Servicing Agreement"); and (ii) hereby irrevocably assigns to Lender and Lender's successors and assigns all right, title, interest of Borrower in, to and under, and the benefits of, any Servicing Agreement with respect to such Collateral. Any successor to the Servicer shall be approved in writing by Lender prior to such successor's assumption of servicing obligations with respect to such Collateral. The Travelers Real Estate Investment Group ("Travelers") is hereby approved as a Servicer, subject to (x) there having occurred no materially adverse change in Travelers' ability to perform as Servicer prior to the date of Lender's approval hereunder of any servicing agreement between Borrower and Travelers and (y) the satisfaction by Borrower of clause (i) hereof and the delivery by Borrower to Lender of such additional documentation as Lender may require to further evidence the security interest granted to Lender by Borrower in Borrower's interest in any servicing agreement entered into between Borrower and Travelers. (d) Borrower shall provide to Lender a letter from Borrower (if Borrower is the Servicer) or the Servicer, as the case may be, to the effect that upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis and/or (ii) Lender may terminate Seller (as the servicer), Primary Servicer or any other servicer or sub servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance with the applicable Servicing Agreement and so long as transfer servicing to its designee, at no cost or expense to Lender, it being agreed that Borrower will pay any Purchased Asset is owned by Buyer hereunder, following notice from Buyer and all fees required to Seller terminate the Servicing Agreement and each such servicer of an Event of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyer. (e) The payment effectuate the transfer of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement. (f) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicerdesignee of Lender. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s request.

Servicing. (a) Each servicer Subject to Section 43(d) below, Seller covenants to maintain or cause the servicing of any the Purchased Asset (including the Primary Servicer) shall service the Assets for the benefit of Buyer and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject to the prior written approval of Buyer, not Loans to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer (including the Primary Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer maintained in accordance conformity with Accepted Servicing Practices; Practices and pursuant to the related underlying Servicing Agreement. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) the termination thereof by Buyer pursuant to subsection (d) below, (ii) thirty (30) days after the last Purchase Date of such Purchased Loan, (iii) a Default or an Event of Default, (iv) the date on which all the Obligations have been paid in full, (v) the transfer of servicing to any entity approved by Buyer and the assumption thereof by such entity or (vi) upon written notice from Buyer to Seller which may be provided that, without prior written consent of by Buyer at any time in its sole discretion as required by Article 7(e), no servicer (including the Primary Servicer) of any of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e)discretion. (b) During the period Seller is servicing the Purchased Loans, (i) Seller agrees that Buyer is the owner of all servicing recordsServicing Records, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets such Loans (the “Servicing Records”), so long as and (ii) Seller grants Buyer a security interest in all servicing fees and rights relating to the Purchased Assets are subject Loans and all Servicing Records to secure the obligation of Seller or its designee to service in conformity with this Section 43 and any other obligation of Seller to Buyer. At all times during the term of this Agreement. , Seller covenants to safeguard hold such Servicing Records in trust for Buyer and to safeguard, or cause each Subservicer to safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the related Servicing Agreement promptly to Buyer or its designee (including the Custodian) at Buyer’s requestrequest or otherwise as required by operation of Section 13(hh) hereof. It is understood and agreed by the parties that prior to an Event of Default, Seller, as servicer shall retain the servicing fees with respect to the Purchased Loans. (c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right If any Loan that is proposed to the Purchased Assets be sold on a servicing released basis and/or (ii) terminate Seller (as the servicer), Primary Servicer or any other servicer or sub servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers or any other Purchase Date is serviced by a servicer other than Primary Servicer pursuant Seller (such third party servicer, the “Subservicer”), or if the servicing of any Purchased Loan is to be transferred to a Subservicer, Seller shall provide a copy of the Primary related servicing agreement with an Instruction Letter executed by such Subservicer (collectively, the “Servicing Agreement”) to Buyer at least three (3) Business Days prior to such Purchase Date or transfer date, as applicable, which Servicing Agreement shall be in form and substance acceptable to service the Purchased Assets without Buyer. In addition, Seller shall have obtained the prior written approval consent of BuyerBuyer for such Subservicer to subservice the Loans, which consent may be withheld in Buyer’s sole discretion. If All Subservicers shall be listed on Schedule 5 attached hereto. Initially, Seller shall not use a Subservicer. (d) Buyer shall have the right, exercisable at any time in its sole discretion, upon written notice, to terminate any of Seller or Subservicer as servicer or subservicer, respectively of any of the Purchased Assets are serviced Loans and any related Servicing Agreement (to the extent permitted therein). Any Servicing Agreement shall be terminable at will by Buyer and shall be terminable under each of the conditions set forth in Section 13(hh) hereof. Upon any such a Buyer approved sub-servicer or any other servicertermination, Seller shallshall transfer or shall cause the Subservicer to transfer such servicing with respect to such Purchased Loans to Buyer or its designee, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets at no cost or expense to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller agrees to execute a Direct Agreement cooperate with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance connection with the applicable Servicing Agreement and so long as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to Seller and each such servicer transfer of an Event of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyerservicing. (e) The payment After the Purchase Date, until the Repurchase Date, Seller will have no right to modify or alter the terms of servicing fees shall be subordinate the Loan or consent to payment the modification or alteration of amounts outstanding under the terms of any Transaction Loan, and this Seller will have no obligation or right to repossess any Loan or substitute another Loan, except as provided in any Custodial Agreement. (f) For Seller shall permit Buyer to inspect upon reasonable prior written notice at a mutually convenient time, Seller’s or its Affiliate’s servicing facilities, as the avoidance case may be, for the purpose of doubtsatisfying Buyer that Seller or its Affiliate, as the case may be, has the ability to service the Loans as provided in this Agreement. In addition, with respect to any Subservicer which is not an Affiliate of Seller, Seller retains no economic rights shall use its best efforts to enable Buyer to inspect the servicing, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with facilities of such servicing retained by the ServicerSubservicer. (g) Following the origination of any Purchased Loan that has not been repurchased, Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmissionmake all Principal Advances and Servicing Advances as required under the related Mortgage, promptly upon request by Buyer a Servicing Tape for Note and the quarter (or HECM Handbook, as applicable, and any portion thereof) prior increase to the date principal balance of Buyer’s requestsuch Purchased Loan as a result of any such Principal Advances and Servicing Advances shall automatically become subject to the same Transaction to which such Purchased Loan is subject. Notwithstanding anything to the contrary herein, in no event shall Buyer have any obligation to fund, or reimburse Seller for any such Principal Advances or Servicing Advances made after the origination of such Purchased Loan, which obligations shall be retained by Seller, and such Principal Advances or Servicing Advances after the Purchase Date shall not increase the Purchase Price or Repurchase Price of such Purchased Loan.

Servicing. (a) Each servicer You covenant to maintain or cause the servicing of any Purchased Asset (including the Primary Servicer) shall service Collateral to be maintained in conformity with accepted and prudent servicing practices in the Assets industry for the benefit same type of Buyer mortgage loans as the Collateral and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject in a manner at least equal in quality to the prior written approval of Buyerservicing you provide for Collateral which you own. In the event that the preceding language is interpreted as constituting one or more servicing contracts, not to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer servicing contract shall terminate automatically upon the earliest of (including i) an Event of Default, (ii) the Primary Servicerdate on which all the Secured Obligations have been paid in full or (iii) to service the Purchased Assets at Seller’s sole cost and for the benefit transfer of Buyer in accordance with Accepted Servicing Practices; provided that, without prior written consent of Buyer in its sole discretion as required servicing approved by Article 7(e), no servicer (including the Primary Servicer) of any of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e)us. (b) Seller agrees If the Collateral is serviced by you, (i) you agree that Buyer is we are the owner collateral assignee of all servicing records, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets Collateral (the “Servicing Records”"SERVICING RECORDS"), so long as and (ii) you grant us a security interest in all servicing fees and rights relating to the Purchased Assets are subject Collateral and all Servicing Records to secure your obligation or your designee to service in conformity with this AgreementSection and any other of your obligations to us. Seller covenants You covenant to safeguard such Servicing Records and to deliver them promptly to Buyer us or its our designee (including the Custodian) at Buyer’s our request. (c) The Collateral consisting of Mortgage Loans may be serviced by a third-party servicer (such third-party servicer, the "SERVICER"), provided that, (i) you provide a copy of the servicing agreement to us, which shall be in form and substance acceptable to us (the "SERVICING AGREEMENT"); (ii) you hereby irrevocably assign to us and our successors and assigns all of your right, title, interest in, to and under, and the benefits of, any Servicing Agreement with respect to the Collateral; (iii) such Servicer is acceptable to us; (iv) the servicing fee is no greater than 1.00%, per annum, accrued on the outstanding Eligible Mortgage Loan balance; and (v) upon an Event of Default, we reserve the sole right to terminate the Servicer and appoint a successor Servicer. (d) Upon the occurrence of an Event of Default and during to the continuance extent that you have the right to assign a successor servicer under any Pooling and Servicing Agreement, you hereby grant and assign to us such rights. (e) You shall provide to us a letter from you or the Servicer, to the effect that upon the occurrence of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis and/or (ii) we may terminate Seller (as the servicer), Primary Servicer or any other servicer or sub servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance with the applicable Servicing Agreement and so long as transfer servicing to our designee, at no cost or expense to us, it being agreed that you will pay any Purchased Asset is owned by Buyer hereunder, following notice from Buyer and all fees required to Seller terminate the Servicing Agreement and each such servicer of an Event of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyer. (e) The payment effectuate the transfer of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreementour designee. (f) For After the avoidance Funding Date, until the pledge of doubtany Collateral is relinquished by us or the Custodian, Seller retains as applicable, you will have no economic rights right to modify or alter the servicingterms of such item of Collateral and you will have no obligation or right to repossess such Collateral or substitute another item of Collateral, other than Seller’s rights under except as expressly provided herein or in the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the ServicerCustodial Agreement. (g) Seller In the event you or your Affiliate is servicing the Collateral, you shall cause each servicer of a Purchased Asset permit us to provide to Buyer via electronic transmissioninspect you or your Affiliate's servicing facilities, promptly upon request by Buyer a Servicing Tape as the case may be, for the quarter purpose of satisfying us that you or your Affiliate, as the case may be, has the ability to service the Collateral as provided in this Loan and Security Agreement. (or h) You shall indemnify and hold us harmless from any portion thereof) prior liability resulting from any failure on your part to the date of Buyer’s requestcomply with your obligations under this section.

Servicing. (a) Each servicer Sellers and Servicer covenant to maintain or cause the servicing of any the Purchased Asset (including the Primary Servicer) shall service the Assets for the benefit of Buyer and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject to the prior written approval of Buyer, not Loans to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer (including the Primary Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer maintained in accordance conformity with Accepted Servicing Practices; provided thatPractices and pursuant to the related underlying Servicing Agreement. In the event that the preceding language is interpreted as constituting one or more servicing contracts, without prior written consent each such servicing contract shall terminate automatically upon the earliest of (i) the termination thereof by Buyer pursuant to subsection (d) below, (ii) thirty (30) days after the last Purchase Date of such Purchased Loan, (iii) a Default or an Event of Default, (iv) the date on which all the Obligations have been paid in its sole discretion full, or (v) the transfer of servicing to any entity approved by Buyer and the assumption thereof by such entity. Upon any such termination, Sellers and Servicer, as required by Article 7(e)applicable, no servicer (including shall comply with the Primary Servicerrequirements set forth in Section 13(hh) of any as to the delivery of the Servicing Records and the physical servicing of each Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e)Loan. (b) During any period a Seller agrees or Servicer is servicing any Purchased Loans, (i) Sellers and Servicer agree that Buyer is the owner of the Servicing Rights and all servicing records, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets such Loans (the “Servicing Records”), so long as and (ii) Servicer grants Buyer a security interest in all servicing fees and rights relating to the Purchased Assets are subject Loans and all Servicing Records to secure the obligation of Sellers, Servicer or any Subservicer to service in conformity with this Section 43 and any other obligation of Sellers and/or Servicer to Buyer. At all times during the term of this Agreement. Seller , Servicer covenants to safeguard hold such Servicing Records in trust for Buyer and to safeguard, or cause each Subservicer to safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the related Servicing Agreement promptly to Buyer or its designee (including Custodian) at Buyer’s requestrequest or otherwise as required by operation of Section 13(hh) hereof. It is understood and agreed by the parties that prior to an Event of Default, Servicer may retain the servicing fees with respect to the Purchased Loans. (c) Upon If any Loan that is proposed to be sold on a Purchase Date is serviced by a servicer other than Seller or Servicer (including any interim servicer) (a “Subservicer”), or if the occurrence servicing of any Purchased Loan is to be transferred to a Subservicer, Sellers shall provide a copy of the related servicing agreement and during an Instruction Letter executed by such Subservicer (collectively, the continuance “Servicing Agreement”) to Buyer at least three (3) Business Days prior to such Purchase Date or transfer date, as applicable, which Servicing Agreement shall be in form and substance acceptable to Buyer. In addition, Sellers shall have obtained the prior written consent of an Event of DefaultBuyer for such Subservicer to subservice the Loans. (d) In addition to the rights provided in Section 43(a), Buyer mayshall have the right, exercisable at any time in its sole discretion, (i) sell its right upon written notice, to the Purchased Assets on a servicing released basis and/or (ii) terminate Seller (as the servicer)any Seller, Primary Servicer or any other Subservicers as servicer or sub servicer subservicer, respectively, and any related Servicing Agreement. With respect to any Servicing Rights, any such termination shall be effective as of the Purchased Assets with or without cause, in each case without payment date that occurs thirty (30) days after the last Purchase Date. Upon the effectiveness of any termination fee. (d) Seller such termination, Servicer shall not employ sub-servicers transfer or any other servicer other than Primary Servicer pursuant shall cause Subservicer to the Primary Servicing Agreement transfer such servicing with respect to service the such Purchased Assets without the prior written approval of BuyerLoans to Buyer or its designee, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer at no cost or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets expense to Buyer. Seller shall cause all servicers Sellers and sub-servicers engaged by Seller Servicer, as applicable, agree to execute a Direct Agreement cooperate with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance connection with the applicable Servicing Agreement and so long as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to Seller and each such servicer transfer of an Event of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyerservicing. (e) The payment Buyer shall have the right in its sole discretion to appoint a third party to perform due diligence with respect to Servicer’s servicing facilities at any time. Servicer shall cooperate with Buyer and/or its designees to provide access to Servicer’s servicing facilities including without limitation its books and records with respect to Servicer’s servicing portfolio and the Purchased Loans. In addition to the foregoing, Servicer shall permit Buyer to inspect upon reasonable prior written notice at a mutually convenient time, Servicer’s servicing facilities, as the case may be, for the purpose of satisfying Buyer that Servicer has the ability to service the Loans as provided in this Agreement and in any Servicing Agreement. In addition, with respect to any Subservicer which is not an Affiliate of Servicer, Servicer shall use its best efforts to enable Buyer to inspect the servicing fees facilities of such Subservicer and to cause such Subservicer to cooperate with Buyer and/or its designees in connection with any due diligence performed by Buyer and/or such designees in accordance with this Section 43(e). Seller and Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with any due diligence or inspection performed pursuant to this Section 43(e) shall be subordinate to payment of amounts outstanding under any Transaction and this Agreementpaid by Buyer. (f) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s request.

Servicing. (a) Each servicer of any Purchased Asset (including the Primary Servicer) shall service the Assets for the benefit of Buyer and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject to the prior written approval of Buyer, not to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer (including the Primary Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices; provided that, without prior written consent of Buyer in its sole discretion as required by Article 7(e), 7(d) no servicer (including the Primary Servicer) of any of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e)7(d) other than pursuant to a Revocable Option. (b) Seller agrees that Buyer is the owner of all servicing records, including, but not limited to, any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuations, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Records”), so long as the Purchased Assets are subject to this Agreement. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee at Buyer’s request. (c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis and/or (ii) terminate Seller (as the servicer), Primary Servicer or any other servicer or sub sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement direct agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub sub-servicer shall transfer all Income with respect to the Purchased Assets in accordance with the applicable Servicing Agreement and so long as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to Seller and each such servicer of an Event of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyer. (e) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement. (f) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s request.

Servicing. (a) Each servicer The Borrower covenants to maintain or cause the servicing of any Purchased Asset (including the Primary Servicer) shall service Mortgage Loans to be maintained in conformity with accepted and prudent servicing practices in the Assets industry for the benefit same type of Buyer mortgage loans as the Mortgage Loans and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject in a manner at least equal in quality to the prior written approval of Buyerservicing the Borrower provides to mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, not to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer servicing contract shall terminate automatically upon the earliest of (including i) an Event of Default, or (ii) the Primary Servicerdate on which all the Secured Obligations have been paid in full, or (iii) to service the Purchased Assets at Seller’s sole cost and for transfer of servicing approved by the benefit of Buyer in accordance with Accepted Servicing Practices; provided that, without prior written consent of Buyer in its sole discretion as required by Article 7(e), no servicer (including the Primary Servicer) of any of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e)Borrower. (b) Seller If the Mortgage Loans are serviced by the Borrower, (i) the Borrower agrees that Buyer Lender is the owner of all servicing records, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets Mortgage Loans (the “"Servicing Records”"), so long as and (ii) the Purchased Assets are subject Borrower grants the Lender a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of the Borrower or its designee to service in conformity with this AgreementSection and any other obligation of Borrower to the Lender. Seller The Borrower covenants to safeguard such Servicing Records and to deliver them promptly to Buyer the Lender or its designee (including the Custodian) at Buyer’s the Lender's request. (c) Upon If the Mortgage Loans are serviced by a third party servicer (such third party servicer, the "Servicer"), the Borrower (i) shall provide a copy of the servicing agreement to the Lender, which shall be in form and substance acceptable to the Lender (the "Servicing Agreement"); and (ii) hereby irrevocably assigns to the Lender and Lender's successors and assigns all right, title, interest and the benefits of the Servicing Agreements with respect to the Mortgage Loans. (d) If the Servicer is the Borrower or an Affiliate of the Borrower, the Borrower shall provide to the Lender a letter from the Servicer to the effect that upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis and/or (ii) Lender may terminate Seller (as the servicer), Primary Servicer or any other servicer or sub servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance with the applicable Servicing Agreement and so long as transfer such servicing to its designee, at no cost or expense to the Lender, it being agreed that the Borrower will pay any Purchased Asset is owned by Buyer hereunder, following notice from Buyer and all fees required to Seller terminate the Servicing Agreement and each such servicer to effectuate the transfer of an Event of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard servicing to such Purchased Asset other than as specifically directed by Buyerthe Lender. (e) The payment After the Funding Date, until the pledge of servicing fees shall be subordinate such Mortgage Loan is relinquished by the Custodian, the Borrower will have no right to payment modify or alter the terms of amounts outstanding under any Transaction the Mortgage Loan and this the Borrower will have no obligation or right to repossess the Mortgage Loan or substitute another Mortgage Loan, except as provided in the Custodial Agreement. (f) For In the avoidance event the Borrower or its Affiliate is servicing the Mortgage Loans, the Borrower shall permit the Lender to inspect the Borrower's or its Affiliate's servicing facilities, as the case may be, for the purpose of doubt, Seller retains no economic rights to satisfying the servicing, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges Lender that the Purchased Assets are sold Borrower or its Affiliate, as the case may be, has the ability to Buyer on a “servicing released” basis with such servicing retained by service the ServicerMortgage Loans as provided in this Loan Agreement. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s request.

Servicing. (a) Each servicer Borrower covenants to maintain or cause the servicing of any Purchased Asset (including the Primary Servicer) shall service the Assets for the benefit of Buyer and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject to the prior written approval of Buyer, not Mortgage Loans to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer (including the Primary Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer maintained in accordance conformity with Accepted Servicing Practices; provided thatPractices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing each Borrower provides for mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, without prior written consent each such servicing contract shall terminate automatically upon the earliest of Buyer (i) an Event of Default, (ii) the date on which all the Secured Obligations have been paid in its sole discretion as required full or (iii) the transfer of servicing approved by Article 7(e), no servicer (including the Primary Servicer) of any of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e)Borrowers. (b) Seller If the Mortgage Loans are serviced by a Borrower, (i) such Borrower agrees that Buyer the Lender is the owner collateral assignee of all servicing records, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapesfiles, copies of computer tapesfiles, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets Mortgage Loans (the “Servicing Records”), so long as and (ii) such Borrower grants the Purchased Assets are subject Lender a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of each Borrower or its designee to service in conformity with this AgreementSection and any other obligation of the Borrowers to the Lender. Seller The Borrowers covenants to safeguard such Servicing Records and to deliver them promptly to Buyer the Lender or its designee (including the Custodian) at Buyerthe Lender’s request. (c) Upon If the Mortgage Loans are serviced by a third party servicer other than Aames Funding Corporation (such third party servicer, the “Servicer”), the Borrowers (i) shall provide a copy of the servicing agreement to the Lender, which shall be in form and substance acceptable to the Lender (the “Servicing Agreement”), and (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit G hereto (a “Servicer Notice and Agreement”) and shall cause the Servicer to acknowledge and agree to the same, and (iii) hereby irrevocably assigns to the Lender and the Lender’s successors and assigns all right, title, interest of the Borrowers in, to and under, and the benefits of, any Servicing Agreement with respect to the Mortgage Loans. Any successor or assignee of a Servicer shall be approved in writing by the Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor’s assumption of servicing obligations with respect to the Mortgage Loans. (d) If the Servicer of the Mortgage Loans is a Borrower or the Servicer is an Affiliate of a Borrower, such Borrower shall provide to the Lender a letter from the Borrowers or the Servicer, as the case may be, to the effect that upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis and/or (ii) Lender may terminate Seller (as the servicer), Primary Servicer or any other servicer or sub servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance with the applicable Servicing Agreement and so long as in any Purchased Asset is owned by Buyer hereunderevent transfer servicing to the Lender’s designee, following notice from Buyer at no cost or expense to Seller the Lender, it being agreed that the Borrowers will pay any and each such servicer all fees required to terminate the Servicing Agreement and to effectuate the transfer of an Event servicing to the designee of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyerthe Lender. (e) The payment After the Funding Date, until the pledge of servicing fees shall be subordinate any Mortgage Loan is relinquished by the Custodian, the Borrowers will have no right to payment modify or alter the terms of amounts outstanding under any Transaction such Mortgage Loan and this the Borrowers will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in the Custodial Agreement. (f) For In the avoidance of doubtevent a Borrower or its Affiliate is servicing the Mortgage Loans, Seller retains no economic rights such Borrower shall permit the Lender to inspect such Borrower’s or its Affiliate’s servicing facilities, as the servicingcase may be, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (purpose of satisfying the Lender that such Borrower or any portion thereof) prior its Affiliate, as the case may be, has the ability to service the date of Buyer’s requestMortgage Loans as provided in this Loan Agreement.

Servicing. (a) Each servicer 26.1 Notwithstanding the purchase and sale of any the Purchased Asset (including Loans hereby, subject to Section 26.3, the Primary Servicer) Servicer shall continue to service the Assets Purchased Loans for the benefit of the Buyer and and, if the Buyer shall exercise its rights to pledge or hypothecate the Purchased Loans prior to the Termination Date pursuant to Section 7, the Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject to the prior written approval of Buyer, not to be unreasonably withheld, conditioned or delayed. Seller shall service or cause each such servicer (including the Primary Servicer) Servicer to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer Loans in accordance with Accepted Servicing Practices; provided that, without prior written consent of Buyer in its sole discretion as required by Article 7(e), no servicer (including the Primary Servicer) of any of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e). (b) 26.2 Seller agrees that the Buyer is owns all of the owner of all servicing records, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets Loans (the “Servicing Records”), ) so long as the Purchased Assets Loans are subject to this Agreement. To the extent that Seller is the Servicer, Seller grants the Buyer a security interest in all servicing fees and rights relating to the Purchased Loans and all Servicing Records to secure the obligation of Seller or its designee to service in conformity with this Section and any other obligation of Seller to the Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to the Buyer or its designee (including the Custodian) at the Buyer’s request. (c) 26.3 Upon the occurrence and during the continuance of an Event of Default, the Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets Loans on a servicing servicing-released basis and/or basis, (ii) terminate if Seller (as the servicer), Primary Servicer or any other servicer or sub servicer Affiliate of Seller) is the Servicer, terminate the Servicer of the Purchased Assets Loans, with or without cause, in each case without payment of any termination fee. fee and (diii) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service if the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets Loans are serviced by a third-party Servicer, terminate, or otherwise exercise such a Buyer approved sub-servicer or any other servicerrights with respect to, the Servicer in accordance with the applicable Servicing Agreement. 26.4 With respect to each Purchased Loan, Seller shall, hereby irrevocably assign assigns to the Buyer all rightsof Seller’s right, title and interest (if any) in in, to and under the servicing agreements in the Purchased Assets to Buyer. applicable Servicing Agreement. 26.5 Seller shall cause all servicers and sub-servicers each Servicer engaged by Seller to execute a Direct Agreement with Buyer acknowledging servicer notice and agreement in the form of Exhibit IX attached hereto (a “Servicer Notice and Agreement”), pursuant to which such Servicer (i) agrees to deposit all Income in respect of the Purchased Loans serviced by it directly into the Cash Management Account and (ii) acknowledges the Buyer’s security interest rights under Section 26.2, Section 26.3 and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance with the applicable Servicing Agreement and so long as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to Seller and each such servicer Section 26.4 of an Event of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyer. (e) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement. (f) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s request.

Servicing. (a) Each servicer Seller and Servicer covenant to maintain or cause the servicing of any the Purchased Asset (including the Primary Servicer) shall service the Assets for the benefit of Buyer and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject to the prior written approval of Buyer, not Loans to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer (including the Primary Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer maintained in accordance conformity with Accepted Servicing Practices; provided thatPractices and pursuant to the related underlying Servicing Agreement. In the event that the preceding language is interpreted as constituting one or more servicing contracts, without prior written consent each such servicing contract shall terminate automatically upon the earliest of (i) the termination thereof by Buyer pursuant to subsection (d) below, (ii) thirty (30) days after the last Purchase Date of such Purchased Loan, (iii) a Default or an Event of Default, (iv) the date on which all the Obligations have been paid in its sole discretion full, or (v) the transfer of servicing to any entity approved by Buyer and the assumption thereof by such entity. Upon any such termination, Seller and Servicer, as required by Article 7(e)applicable, no servicer (including shall comply with the Primary Servicerrequirements set forth in Section 13(hh) of any as to the delivery of the Servicing Records and the physical servicing of each Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e)Loan. (b) During any period Seller agrees or Servicer is servicing any Purchased Loans, (i) Seller and Servicer agree that Buyer is the owner of the Servicing Rights and all servicing records, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets such Loans (the “Servicing Records”), so long and (ii) Seller as Servicer grants Buyer a security interest in all servicing fees and rights relating to the Purchased Assets are subject Loans and all Servicing Records to secure the obligation of Seller, Servicer or any Subservicer to service in conformity with this Section 43 and any other obligation of Seller and/or Servicer to Buyer. At all times during the term of this Agreement. Seller , Servicer covenants to safeguard hold such Servicing Records in trust for Buyer and to safeguard, or cause each Subservicer to safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the related Servicing Agreement promptly to Buyer or its designee (including Custodian) at Buyer’s requestrequest or otherwise as required by operation of Section 13(hh) hereof. It is understood and agreed by the parties that prior to an Event of Default, Servicer may retain the servicing fees with respect to the Purchased Loans. (c) Upon If any Loan that is proposed to be sold on a Purchase Date is serviced by a servicer other than Seller or Servicer (including any interim servicer) (a “Subservicer”), or if the occurrence servicing of any Purchased Loan is to be transferred to a Subservicer, Seller shall provide a copy of the related servicing agreement and during an Instruction Letter executed by such Subservicer (collectively, the continuance “Servicing Agreement”) to Buyer at least three (3) Business Days prior to such Purchase Date or transfer date, as applicable, which Servicing Agreement shall be in form and substance acceptable to Buyer. In addition, Seller shall have obtained the prior written consent of an Event of DefaultBuyer for such Subservicer to subservice the Loans. (d) In addition to the rights provided in Section 43(a), Buyer mayshall have the right, exercisable at any time in its sole discretion, (i) sell its right upon written notice, to the Purchased Assets on a servicing released basis and/or (ii) terminate Seller (as the servicer)Seller, Primary Servicer or any other Subservicers as servicer or sub servicer subservicer, respectively, and any related Servicing Agreement. With respect to any Servicing Rights, any such termination shall be effective as of the Purchased Assets with or without cause, in each case without payment date that occurs thirty (30) days after the last Purchase Date. Upon the effectiveness of any termination fee. (d) Seller such termination, Servicer shall not employ sub-servicers transfer or any other servicer other than Primary Servicer pursuant shall cause Subservicer to the Primary Servicing Agreement transfer such servicing with respect to service the such Purchased Assets without the prior written approval of BuyerLoans to Buyer or its designee, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer at no cost or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets expense to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller Servicer, as applicable, agree to execute a Direct Agreement cooperate with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance connection with the applicable Servicing Agreement and so long as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to Seller and each such servicer transfer of an Event of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyerservicing. (e) The payment Buyer shall have the right in its sole discretion to appoint a third party to perform due diligence with respect to Servicer’s servicing facilities at any time. Servicer shall cooperate with Buyer and/or its designees to provide access to Servicer’s servicing facilities including without limitation its books and records with respect to Servicer’s servicing portfolio and the Purchased Loans. In addition to the foregoing, Servicer shall permit Buyer to inspect upon reasonable prior written notice at a mutually convenient time, Servicer’s servicing facilities, as the case may be, for the purpose of satisfying Buyer that Servicer has the ability to service the Loans as provided in this Agreement and in any Servicing Agreement. In addition, with respect to any Subservicer which is not an Affiliate of Servicer, Servicer shall use its best efforts to enable Buyer to inspect the servicing fees facilities of such Subservicer and to cause such Subservicer to cooperate with Buyer and/or its designees in connection with any due diligence performed by Buyer and/or such designees in accordance with this Section 43(e). Seller and Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with any due diligence or inspection performed pursuant to this Section 43(e) shall be subordinate to payment of amounts outstanding under any Transaction and this Agreementpaid by Buyer. (f) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s request.

Servicing. (a) Each servicer of any Purchased Asset (including the Primary Interim Servicer) shall service the Purchased Assets for the benefit of Buyer and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject to the prior written approval of Buyer, not to be unreasonably withheld, conditioned or delayed. Each Seller shall cause each such servicer (including the Primary Interim Servicer) to service the Purchased Assets at such Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices; provided that, without prior written consent of Buyer in its sole discretion as required by Article 7(e7(d), no servicer (including the Primary ServicerInterim Servicer and the primary servicer) of any of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e7(d). (b) Each Seller agrees that Buyer is the owner of all servicing records, including, including but not limited to, to any and all servicing agreements and pooling and servicing agreements (including, without limitation, the Primary limitation each Interim Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Records”), ) so long as the Purchased Assets are subject to this Agreement. Each Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request. Sellers shall cause each Foreign Purchased Asset to be serviced by a servicer acceptable to Buyer and in accordance with a Servicing Agreement in the form set forth in Exhibit XVII hereto. (c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis and/or (ii) terminate Seller (as the servicer), Primary the Interim Servicer or any other servicer or sub sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee. (d) Neither Seller shall not employ sub-servicers or any other servicer servicers other than Primary the Interim Servicer pursuant to the Primary applicable Interim Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, the applicable Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the related Purchased Assets to Buyer. Each Seller shall cause all servicers (other than the Interim Servicer) and sub-servicers engaged by such Seller to execute a Direct Agreement the Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub sub-servicer shall immediately transfer all Income and other amounts with respect to the Purchased Assets in accordance with the applicable Servicing Agreement and so long as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to such Seller and each such servicer of an Event of Default under this Agreement, each such servicer (including Primary the Interim Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyer. Each Seller shall cause each Servicing Agreement (including each Interim Servicing Agreement) to be consistent with the terms of this Agreement and each Servicer (including the Interim Servicer) to comply with such terms. (e) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement. (f) For the avoidance of doubt, each Seller retains no economic rights to the servicing, other than such Seller’s rights under the Primary applicable Interim Servicing Agreement or any other servicing agreement related to the Purchased AssetsAgreement. As such, each Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer. (g) Each Seller shall cause each servicer of a Purchased Asset to provide to Buyer Buyer, the Interim Servicer, and to the Custodian via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter month (or any portion thereof) prior to the date of Buyer’s request; provided, that to the extent any servicer does not provide any such Servicing Tape, such Seller shall prepare and provide to Buyer, the Interim Servicer and Custodian via electronic transmission a remittance report containing the servicing information that would otherwise be set forth in the Servicing Tape; and provided, further, that regardless of whether such Seller at any time delivers any such remittance report, such Seller shall at all times use commercially reasonable efforts to cause each servicer to provide each Servicing Tape in accordance herewith.

Servicing. (a) Each servicer Seller covenants to maintain or cause the servicing of any Purchased Asset (including the Primary Servicer) shall service the Assets for the benefit of Buyer and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject to the prior written approval of Buyer, not Loans to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer (including the Primary Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer maintained in accordance conformity with Accepted Servicing Practices; provided thatPractices and pursuant to the related Servicing Agreement. In the event that the preceding language is interpreted as constituting one or more servicing contracts, without prior written consent each such servicing contract shall terminate automatically upon the earliest of (i) the termination thereof by Buyer pursuant to subsection (d) below, (ii) thirty (30) days after the last Purchase Date related to the applicable Certificates, (iii) a Default or an Event of Default, (iv) the date on which all the Obligations have been paid in its sole discretion full, or (v) the transfer of servicing to any entity approved by Buyer and the assumption thereof by such entity. Upon any such termination, Sellers shall comply with the requirements set forth in Section 13(ee) as required by Article 7(e), no servicer (including to the Primary Servicer) of any delivery of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e)Servicing Records and the physical servicing of each Loan. (b) Seller agrees With respect to all Loans, Sellers agree that Buyer or the Trust, as applicable, is the owner of the Servicing Rights and all servicing recordsrecords with respect to the related Loans, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets such Loans (the “Servicing Records”), so long as . At all times during the Purchased Assets are subject to term of this Agreement. Seller covenants , Sellers covenant to safeguard hold or cause the Servicer to hold such Servicing Records in trust for Buyer and to safeguard, or cause each Subservicer to safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the related Servicing Agreement promptly to Buyer or its designee (including Custodian) at Buyer’s request. (crequest or otherwise as required by operation of Section 13(ee) Upon hereof. It is understood and agreed by the occurrence and during the continuance of parties that prior to an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis and/or (ii) terminate Seller (as the servicer), Primary applicable Servicer or any other servicer or sub servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in retain the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income fees with respect to the Purchased Assets in accordance with the applicable Servicing Agreement and so long as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to Seller and each such servicer of an Event of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by BuyerLoans. (e) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement. (f) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s request.

Servicing. (a) Each servicer Subject to subsection (d) below, the Seller covenants to maintain or cause the servicing of any the Purchased Asset Assets to be maintained in conformity with Accepted Servicing Practices and pursuant to the related underlying Servicing Agreement, if any. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (including i) an Event of Default, or (ii) the Primary Servicerdate on which all the Obligations have been paid in full. LEGAL02/40118759v8 (b) shall service During the period the Seller is servicing the Purchased Assets for Agent for the benefit of Buyer and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset Buyers, (including i) the Primary Servicer) shall be subject to the prior written approval of Buyer, not to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer (including the Primary Servicer) to service the Purchased Assets at Seller’s sole cost and agrees that Agent for the benefit of Buyer in accordance with Accepted Servicing Practices; provided that, without prior written consent of Buyer in its sole discretion as required by Article 7(e), no servicer (including the Primary Servicer) of any of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e). (b) Seller agrees that Buyer Buyers is the owner of all servicing recordsServicing Records relating to Purchased Assets that have not been repurchased, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets such Loans (the “Servicing Records”), so long as and (ii) the Seller grants Agent for the benefit of Buyers a security interest in all servicing fees and rights relating to the Purchased Assets are subject that have not been repurchased and all Servicing Records to secure the obligation of the Seller or its designee to service in conformity with this Section 42 and any other obligation of the Seller to Agent and Buyers. At all times during the term of this Agreement. , the Seller covenants to safeguard hold such Servicing Records in trust for Agent for the benefit of Buyers and to safeguard, or cause each Subservicer to safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the related Servicing Agreement promptly to Buyer Agent or its designee (including the Custodian) at BuyerAgent’s reasonable request. (c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right If any Loan that is proposed to the Purchased Assets be sold on a servicing released basis and/or (ii) terminate Purchase Date is serviced by a servicer other than the Seller (as the servicera “Subservicer”), Primary Servicer or if the servicing of any other servicer or sub servicer Purchased Asset is to be transferred to a Subservicer, the Seller shall provide a copy of the Purchased Assets with related servicing agreement and an Instruction Letter executed by such Subservicer, Seller and Agent (collectively, the “Servicing Agreement”) to Agent at least one (1) Business Day prior to such Purchase Date or without causetransfer date, as applicable, which Servicing Agreement shall be in each case without payment form and substance reasonably acceptable to Agent. In addition, the Seller shall have obtained the prior written consent of any termination feeAgent for such Subservicer to subservice the Loans, which consent may not unreasonably be withheld or delayed. (d) After the Purchase Date, until the Repurchase Date, the Seller shall not employ sub-servicers will have no right to modify or alter the terms of the Loan or consent to the modification or alteration of the terms of any Loan, except as required by law, Agency Guidelines, FHA Regulations, requirements for VA Loans, Rural Housing Service Regulations, Accepted Servicing Practices, any Program Documents or other requirements, and the Seller will have no obligation or right to repossess any Loan or substitute another Loan, except as provided in any Custodial Agreement or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service the Purchased Assets Program Document, including, without the prior written approval limitation, Section 16 of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance with the applicable Servicing Agreement and so long as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to Seller and each such servicer of an Event of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyer. (e) The payment Seller shall permit Agent and each Buyer to inspect upon reasonable prior written notice at a mutually convenient time the Seller’s servicing facilities, as the case may be, for the purpose of servicing fees shall be subordinate satisfying Agent and each Buyer that the Seller has the ability to payment of amounts outstanding under any Transaction and service the Loans as provided in this Agreement. In addition, with respect to any Subservicer which is not an Affiliate of the Seller, the Seller shall use its best efforts to enable Agent and each Buyer to inspect the servicing facilities of such Subservicer. (f) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to of the Purchased Assets; provided that Seller shall continue to service the Purchased Assets hereunder as part of its Obligations hereunder. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer Agent for the benefit of Buyers on a “servicing released” basis with such servicing retained by the Servicer. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s request.basis. LEGAL02/40118759v8

Servicing. The Mortgage Loans will be master serviced by the Master Servicer under the Pooling and Servicing Agreement and serviced by American Home Mortgage Servicing, Inc. (a“AHM”), Countrywide Home Loans Servicing LP (“CHLS”), GMAC Mortgage, LLC (“GMAC”), GreenPoint Mortgage Funding, Inc. (“GreenPoint”), IndyMac Bank, F.S.B. (“IndyMac”), Franklin Bank, SSB (“Franklin Bank”) Each servicer and ▇▇▇▇▇ Fargo Bank, N.A. (“▇▇▇▇▇ Fargo”), as applicable, on behalf of the Trust, pursuant to separate servicing agreements identified in the Pooling and Servicing Agreement and assigned to the Purchaser on the Closing Date and the Seller has represented to the Purchaser that such Mortgage Loans are not subject to any other servicing agreements with third parties (other than the servicing agreements with AHM, CHLS, GMAC, GreenPoint, Indymac, Franklin Bank and ▇▇▇▇▇ Fargo). It is understood and agreed between the Seller and the Purchaser that the Mortgage Loans are to be delivered free and clear of any Purchased Asset (including the Primary Servicer) shall service the Assets for the benefit of Buyer and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject to the prior written approval of Buyer, not to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer (including the Primary Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices; provided that, without prior written consent of Buyer in its sole discretion as required by Article 7(e), no servicer (including the Primary Servicer) of any of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e). (b) Seller agrees that Buyer is the owner of all servicing records, including, but not limited to, any and all servicing agreements (includingother than the servicing agreements with AHM, without limitationCHLS, GMAC, GreenPoint, Indymac, Franklin Bank and ▇▇▇▇▇ Fargo). Neither the Primary Servicing Agreement or Purchaser nor any other affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement relating to and, accordingly, neither the servicing of Purchaser nor any or all affiliate of the Purchased Assets) (collectively, Purchaser is entitled to receive any fee for releasing the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuations, other closing documentation, payment history records, and Mortgage Loans from any other records relating to or evidencing the such servicing of Purchased Assets (the “Servicing Records”), agreement. For so long as the Purchased Assets are subject to this Agreement. Seller covenants to safeguard such Servicing Records Master Servicer master services the Mortgage Loans and to deliver them promptly to Buyer or its designee at Buyer’s request. (c) Upon the occurrence and during applicable Servicer services the continuance of an Event of DefaultMortgage Loans, Buyer may, in its sole discretion, (i) sell its right the Master Servicer shall be entitled to the Purchased Assets on a servicing released basis and/or (ii) terminate Seller (Master Servicing Fee and the applicable Servicer shall be entitled to the related Servicing Fee and such other payments as provided for under the servicer), Primary Servicer or any other servicer or sub servicer terms of the Purchased Assets with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title Pooling and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance with the applicable Servicing Agreement and so long as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to Seller and each such servicer of an Event of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyer. (e) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement. (f) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Primary Servicing Agreement or any other the related servicing agreement related to the Purchased Assets. As suchagreement, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Serviceras applicable. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s request.

Servicing. (a) Each servicer of any Purchased Asset (including Seller covenants to maintain or cause the Primary Servicer) shall service the Assets for the benefit of Buyer and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject to the prior written approval of Buyer, not to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer (including the Primary Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices; provided that, without prior written consent of Buyer in its sole discretion as required by Article 7(e), no servicer (including the Primary Servicer) of any servicing of the Purchased Assets to be maintained in conformity with Accepted Servicing Practices and pursuant to the related underlying Servicing Agreement (if applicable). In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall take any action with respect terminate automatically upon the earliest of (i) thirty (30) days after the last Payment Date of such Purchased Asset, (ii) a Servicer Termination Event or an Event of Default, (iii) the date on which all the Obligations have been paid in full, or (iv) the transfer of servicing to any Purchased Asset described entity approved by Buyer and the assumption thereof by such entity. Upon any such termination, Seller shall comply with the requirements set forth in Article 7(e)Section 13(hh) as to the delivery of the Servicing Records and the physical servicing of each Loans. (b) Seller agrees During the period United Shore is servicing the Purchased Assets, (i) Sellers agree that Buyer is the owner of the Servicing Rights and all servicing records, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets such Loans (the “Servicing Records”), so long as and (ii) Sellers grant Buyer a security interest in all servicing fees and rights relating to the Purchased Assets are subject and all Servicing Records to secure the obligation of Sellers or their designee to service in conformity with this Section 43 and any other obligation of Sellers to Buyer. At all times during the term of this Agreement. , each Seller covenants to safeguard hold such Servicing Records in trust for Buyer and to safeguard, or cause each Servicer or Subservicer, as applicable, to safeguard, such Servicing Records and to deliver them, or cause any such Servicer or Subservicer to deliver them to the extent permitted under the related Servicing Agreement promptly to Buyer or its designee (including the Custodian) at Buyer’s requestrequest or otherwise as required by operation of Section 13(hh) hereof. It is understood and agreed by the parties that prior to an Event of Default, United Shore, as servicer shall retain the servicing fees with respect to the Purchased Assets. (c) If any Loan that is proposed to be sold on a Purchase Date is serviced by a Servicer (other than United Shore) or Subservicer, or if the servicing of any Loans is to be transferred to another Servicer or a Subservicer, as applicable, United Shore shall provide a copy of the related Servicing Agreement and an Instruction Letter executed by such Subservicer to Buyer at least [***] Business Days prior to such Purchase Date or transfer date, as applicable, which Servicing Agreement shall be in form and substance acceptable to Buyer. In addition, United Shore shall have obtained the prior written consent of Buyer for such other Servicer or Subservicer, as applicable, to servicer or subservice the Loans, which approval shall not be unreasonably withheld. (d) Upon prior written notice following the occurrence and during the continuance of an Event of DefaultDefault or a Servicer Termination Event (subject to any applicable cure period), Buyer mayshall have the right to immediately terminate any Servicer or any Subservicer’s right to service the Purchased Assets, without payment of any penalty or termination fee under the related Servicing Agreement, or any other related agreement, as applicable, and free and clear of any obligations (including without limitation any obligation to pay or reimburse any previous servicer for outstanding servicing advances). Upon receipt of such notice or upon resignation of any Servicer or any Subservicer, Seller and the applicable Servicer or Subservicer shall cooperate in transferring the applicable servicing and management of the Purchased Assets to a successor appointed by Buyer in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis and/or (ii) terminate Seller (as the servicer), Primary Servicer or any other servicer or sub servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance with the applicable Servicing Agreement and so long as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to Seller and each such servicer of an Event of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyer. (e) The payment After the Purchase Date, until the Repurchase Date, no Seller will have the right to modify or alter the terms of servicing fees shall be subordinate the Loan or related Participation Interest or consent to payment the modification or alteration of amounts outstanding under the terms of any Transaction Loan or related Participation Interest, and this no Seller will have the obligation or right to repossess any Loan or substitute another Loan or related Participation Interest, except as provided in any Custodial Agreement. (f) For Buyer shall have the avoidance of doubt, Seller retains no economic rights right in its sole discretion to the servicing, other than appoint a third party to perform due diligence with respect to United Shore’s servicing facilities at any time. United Shore shall cooperate with Buyer and/or its designees to provide access to United Shore’s servicing facilities including without limitation its books and records with respect to Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to portfolio and the Purchased Assets. As suchIn addition to the foregoing, Seller expressly acknowledges United Shore shall permit Buyer to inspect upon reasonable prior written notice at a mutually convenient time, United Shore’s or its Affiliate’s servicing facilities, as the case may be, for the purpose of satisfying Buyer that United Shore or its Affiliate, as the Purchased Assets are sold case may be, has the ability to service the Loans as provided in this Agreement. In addition, with respect to any Servicer or any Subservicer which is not an Affiliate of United Shore, United Shore shall use its best efforts to enable Buyer on a “to inspect the servicing released” basis facilities of such Servicer or such Subservicer and to cause such Servicer or such Subservicer to cooperate with such servicing retained by the Servicer. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request and/or its designees in connection with any due diligence performed by Buyer a Servicing Tape for and/or such designees in accordance with this Section 43(f). Each Seller and Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with any due diligence or inspection performed pursuant to this Section 43(f) shall be paid by Buyer, subject to Section 3 of the quarter (or any portion thereof) prior to the date of Buyer’s requestPricing Side Letter.

Servicing. (a) Each servicer The Borrower covenants to maintain or cause the servicing of any Purchased Asset (including the Primary Servicer) shall service Collateral to be maintained in conformity with accepted and prudent servicing practices in the Assets industry for the benefit same type of Buyer collateral as the Collateral and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject in a manner at least equal in quality to the prior written approval of Buyerservicing the Borrower provides for mortgage loans, not to be unreasonably withheldmezzanine loans and equity interests which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, conditioned or delayed. Seller shall cause each such servicer servicing contract shall terminate automatically upon the earliest of (including i) an Event of Default; or (ii) the Primary Servicer) to service transfer of servicing approved by the Purchased Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices; provided that, without prior written consent of Buyer in its sole discretion as required by Article 7(e), no servicer (including the Primary Servicer) of any of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e)Borrower. (b) Seller If the Collateral is serviced by the Borrower, (i) the Borrower agrees and acknowledges that Buyer the Security Trustee is the owner assignee by way of security of all servicing records, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets Collateral (the “Servicing Records”), so long as the Purchased Assets are subject to this Agreement. Seller The Borrower covenants to safeguard such Servicing Records and to deliver them promptly to Buyer the Lender or its designee (including the Custodian) at Buyerthe Security Trustee’s request. (c) Upon If the Collateral is serviced by a third party servicer (such third party servicer, “the Servicer”), the Borrower (i) shall provide a copy of the servicing agreement to the Security Trustee and the Agent, which shall be in form and substance acceptable to the Agent, together with all addendums thereto (collectively, the “Servicing Agreement”); and (ii) shall provide a Servicer Notice to the Servicer substantially in the form of Schedule 16 (Servicer Notice) (a “Servicer Notice”) and shall cause the Servicer to acknowledge and agree to the same. Any successor or assignee of a Servicer shall be approved in writing by the Agent and shall acknowledge and agree to a Servicer Notice prior to such successor’s assumption of servicing obligations with respect to any or all of the Collateral. (d) If the servicer of the Collateral is the Borrower or the Servicer is an Affiliate of the Borrower, the Borrower shall provide to the Agent and the Security Trustee a letter from the Borrower or the Servicer, as the case may be, to the effect that upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis and/or (ii) Security Trustee may terminate Seller (as the servicer), Primary Servicer or any other servicer or sub servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance with the applicable Servicing Agreement and so long as in any Purchased Asset is owned by Buyer hereunderevent transfer servicing to the Security Trustee’s designee, following notice from Buyer at no cost or expense to Seller the Security Trustee, it being agreed that the Borrower will pay any and each such servicer all fees required to terminate the Servicing Agreement and to effectuate the transfer of an Event servicing to the designee of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyerthe Security Trustee. (e) The payment In the event the Borrower or its Affiliate is servicing the Collateral, the Borrower shall permit the Security Trustee and the Agent, upon advance written notice to the Borrower (unless a Default or Event of servicing fees Default shall have occurred and be continuing, in which case no notice shall be subordinate required), from time to payment time to inspect the Borrower’s or its Affiliate’s servicing facilities, as the case may be, for the purpose of amounts outstanding under any Transaction satisfying the Security Trustee and the Agent that the Borrower or its Affiliate, as the case may be, has the ability to service the Collateral as provided in this Agreement. (f) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s request.

Servicing. (a) Each servicer The Seller covenants to maintain or cause the servicing of any the Purchased Asset (including the Primary Servicer) shall service the Assets for the benefit of Buyer and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject to the prior written approval of Buyer, not Loans to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer (including the Primary Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer maintained in accordance conformity with Accepted Servicing Practices; provided that. In the event that the preceding language is interpreted as constituting one or more servicing contracts, without prior written consent each such servicing contract shall terminate automatically upon the earliest of Buyer (i) an Event of Default, or (ii) the date on which all the Obligations have been paid in its sole discretion as required by Article 7(e)full, no servicer or (including iii) the Primary Servicer) transfer of any of the Purchased Assets shall take any action with respect servicing to any Purchased Asset described in Article 7(e)entity approved by the Buyer and the assumption thereof by such entity. (b) During the period any Seller agrees is servicing the Purchased Loans, (i) the Sellers agree that Buyer is the owner of all servicing records, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets such Loans (the “Servicing Records”), so long as and (ii) the Sellers grant the Buyer a security interest in all servicing fees and rights relating to the Purchased Assets are subject Loans and all Servicing Records to secure the obligation of the Sellers or its designee to service in conformity with this AgreementSection 43 and any other obligation of Sellers to the Buyer. Seller covenants The Sellers covenant to safeguard such Servicing Records and to deliver them promptly to the Buyer or its designee (including the Custodian) at the Buyer’s request. It is understood and agreed by the parties that prior to an Event of Default, the Sellers shall retain the servicing fees with respect to the Purchased Loans. (c) Upon If the Loans are serviced by any other third party servicer (such third party servicer, the “Subservicer”) the Sellers shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Buyer at least three (3) Business Days prior to the applicable Purchase Date or the date on which the Subservicer shall begin subservicing the Loans, which shall be in the form and substance acceptable to Buyer (the “Servicing Agreement”) and shall have obtained the written consent of the Buyer for such Subservicer to subservice the Loans. Initially, the Subservicer shall be Aames Funding. (d) The Sellers agree that upon the occurrence and during the continuance of an Event of Default, the Buyer may, may terminate the Sellers in its sole discretion, (i) sell its right their capacity as servicer and terminate any Servicing Agreement and Sellers shall transfer such servicing to the Purchased Assets on a servicing released basis and/or (ii) terminate Seller (as the servicer)Buyer or its designee, Primary Servicer at no cost or any other servicer or sub servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant expense to the Primary Buyer. In addition, the Sellers shall provide to the Buyer an Instruction Letter from the Sellers to the effect that upon the occurrence of an Event of Default, the Buyer may terminate any Subservicer or Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing direct that each servicer and/or sub servicer shall transfer all Income collections with respect to the Purchased Assets Loans be remitted in accordance with the applicable Servicing Agreement and so long as any Purchased Asset is owned by Buyer’s instructions. The Sellers agree to cooperate with the Buyer hereunder, following notice from Buyer to Seller and each such servicer in connection with the transfer of an Event of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyerservicing. (e) The payment After the Purchase Date, until the Repurchase Date, the Sellers will have no right to modify or alter the terms of servicing fees shall be subordinate the Loan or consent to payment the modification or alteration of amounts outstanding under the terms of any Transaction Loan, and this the Sellers will have no obligation or right to repossess any Loan or substitute another Loan, except as provided in any Custodial Agreement. (f) For The Sellers shall permit the avoidance of doubtBuyer to inspect upon reasonable prior written notice at a mutually convenient time, Seller retains no economic rights to the servicing, other than Seller’s rights under or its Affiliate’s servicing facilities, as the Primary Servicing Agreement or any other servicing agreement related to case may be, for the Purchased Assets. As such, Seller expressly acknowledges purpose of satisfying the Buyer that the Purchased Assets are sold Sellers or its Affiliate, as the case may be, has the ability to service the Loans as provided in this Agreement. In addition, with respect to any Subservicer which is not an Affiliate of the Sellers, the Sellers shall use their best efforts to enable the Buyer on a “to inspect the servicing released” basis with facilities of such servicing retained by the ServicerSubservicer. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s request.

Servicing. (a) Each servicer of any Purchased Asset (including TFC and the Primary Servicer) shall service Borrower covenants to maintain or cause the Assets servicing of the Contracts to be maintained in conformity with the Servicing Agreement and accepted customary and prudent servicing practices in the industry for the benefit same type of Buyer assets as the Contracts and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject in a manner at least equal in quality to the prior written approval of Buyerservicing TFC provides for Contracts which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, not to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer servicing contract shall terminate automatically upon the earlier of (including i) the Primary Serviceroccurrence of an Event of Default, or (ii) to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices; provided that, without prior written consent of Buyer in its sole discretion as required by Article 7(e), no servicer (including the Primary Servicer) of any of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e)Facility Termination Date. (b) Seller Each of TFC and the Borrower agrees that Buyer (i) the Collateral Agent is the owner collateral assignee of all servicing recordsrecords relating to the Collateral, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets Contracts (the “"Servicing Records”"), so long as and (ii) the Purchased Assets are subject Borrower ----------------- grants the Collateral Agent, for the benefit of the Lender, the Hedge Counterparty and the Insurer, a security interest in all of the Borrower's rights relating to the Contracts and all Servicing Records to secure the obligation of the Borrower or its designee to service in conformity with this AgreementSection and any other obligation of the Borrower to the Lender. Seller Each of TFC and the Borrower covenants to safeguard such Servicing Records and to deliver them promptly to Buyer the Lender or its designee (including the Collateral Agent) at Buyer’s requestthe request of the Lender and, provided that no Insurer Default shall have occurred and be continuing, the Insurer. (c) Upon After the occurrence Certification Date, until the pledge of any Contract is relinquished by the Collateral Agent, neither TFC nor the Borrower will have any right to modify or alter the terms of the related Contract Documents except with the prior written consent of the Lender and, provided that no Insurer Default shall have occurred and during be continuing, the continuance Insurer in the case of an Event of Defaultthe Borrower, Buyer mayor as permitted by the Servicing Agreement, in its sole discretionthe case of TFC, (i) sell its and neither TFC nor the Borrower will have any obligation or right to repossess such Contract or substitute another Contract, except as provided in the Purchased Assets on a servicing released basis and/or (ii) terminate Seller (as the servicer), Primary Servicer or any other servicer or sub servicer of the Purchased Assets with or without cause, in each case without payment of any termination feeCustodial Agreement. (d) Seller TFC shall not employ sub-servicers permit the Lender and the Insurer to inspect TFC's or any other servicer other than Primary Servicer pursuant to its Affiliate's servicing facilities, as the Primary Servicing Agreement case may be, during normal business hours after reasonable prior notice, for the purpose of satisfying the Lender or the Insurer that TFC or its Affiliate, as the case may be, has the ability to service the Purchased Assets without the prior written approval of Buyer, Contracts as provided in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance with the applicable Servicing this Loan Agreement and so long as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to Seller and each such servicer of an Event of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset the other than as specifically directed by BuyerLoan Documents. (e) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement. (f) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s request.

Servicing. (a) Each servicer Borrowers shall maintain or cause the servicing of the HELOC to be maintained in conformity with accepted servicing practices in the industry and in a manner at least equal in quality to the servicing Borrowers provide to mortgage loans which they service for their own account. In the event Borrowers enter into any Purchased Asset sub-servicing agreements (including the Primary Servicer) Sub- Servicing Agreement), Borrowers shall service remain responsible for servicing of the Assets for the benefit of Buyer and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject to the prior written approval of Buyer, not to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer (including the Primary Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer HELOCs in accordance with Accepted Servicing Practices; provided that, without prior written consent of Buyer in its sole discretion as the standards required by Article 7(e), no servicer (including the Primary Servicer) of any of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e)hereunder. (b) Seller agrees that Buyer is the owner of For each HELOC serviced by Borrowers, Borrowers grant to Lender a lien and security interest in all servicing rights and records, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets HELOC (the “Servicing Records”), so long as "SERVICING RECORDS") to secure the Purchased Assets are subject to this AgreementObligation. Seller covenants Borrowers covenant to safeguard such Servicing Records and to deliver them promptly to Buyer Lender or its designee (including the Collateral Custodian) at Buyer’s Lender's request. (c) Borrowers (i) shall provide a copy of the Sub-Servicing Agreement or any other sub-servicing agreement to Lender; (ii) shall provide copies of all reports from time to time required under the Sub-Servicing Agreement or any other sub-servicing agreement from time to time entered in replacement thereof to Lender, and (iii) hereby irrevocably assign to the Lender and Lender's successors and assigns all right, title interest and the benefits of the Sub-Servicing Agreement and any other sub-servicing agreement with respect to the HELOCs. (d) Upon the occurrence and during the continuance of an Event of a Default, Buyer Lender may, in its sole discretion, (i) sell its right to transfer the Purchased Assets on a servicing released basis and/or (ii) terminate Seller (as the servicer), Primary Servicer or any other servicer or sub servicer of the Purchased Assets with HELOCS to a third party, at no cost or without causeexpense to Lender, in each case without payment it being agreed that Borrowers will pay any and all fees required to effectuate the transfer of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance with the applicable Servicing Agreement and so long as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to Seller and each such servicer of an Event of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyerparty. (e) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement. (f) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s request.

Servicing. (a) Each servicer Borrower covenants to maintain or cause the servicing of any Purchased Asset (including the Primary Servicer) shall service Mortgage Loans to be maintained in conformity with accepted and prudent servicing practices in the Assets industry for the benefit same type of Buyer mortgage loans as the Mortgage Loans and Buyer’s successors and assignsin a manner at least equal in quality to the servicing such Borrower provides for mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the date on which all the Secured Obligations have been paid in full or (iii) the transfer of servicing approved by the Agent in writing. The appointment of each servicer of any Purchased Asset (including Agent hereby approves New Century as the Primary Servicer) shall be subject to the prior written approval of Buyer, not to be unreasonably withheld, conditioned or delayed. Seller shall cause each such initial servicer (including the Primary “Initial Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices; provided that, without prior written consent of Buyer in its sole discretion as required by Article 7(e), no servicer (including the Primary Servicer”) of any of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e)Mortgage Loans. (b) Seller If the Mortgage Loans are serviced by New Century, (i) New Century agrees that Buyer the Agent is the owner collateral assignee of all servicing records, including, but not limited to, any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets Mortgage Loans (the “Servicing Records”), so long as and (ii) New Century grants the Purchased Assets are subject Agent, for the benefit of the Lender, a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of New Century or its designee to service in conformity with this AgreementSection and any other obligation of New Century to the Lender. Seller New Century covenants to safeguard such Servicing Records and to deliver them promptly to Buyer the Agent or its designee (including the Custodian) at Buyerthe Agent’s request. (c) Upon If the Mortgage Loans are serviced by a third party servicer (such third party servicer, the “Third Party Servicer”) the Borrowers (i) shall provide a copy of the servicing agreement to the Agent, which shall be in form and substance acceptable to the Agent (the “Servicing Agreement”), and (ii) shall provide a Servicer Notice to the Third Party Servicer substantially in the form of Exhibit G hereto (a “Servicer Notice”) and shall cause such Third Party Servicer to acknowledge and agree to the same. Any successor or assignee of a Third Party Servicer shall be approved in writing by the Agent and shall acknowledge and agree to a Servicer Notice prior to such successor’s assumption of servicing obligations with respect to the Mortgage Loans. (d) If the Servicer of the Mortgage Loans is a Borrower or an Affiliate of a Borrower, such Borrower shall provide to the Agent a letter to the effect that upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis and/or (ii) Agent may terminate Seller (as the servicer), Primary Servicer or any other servicer or sub servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance with the applicable Servicing Agreement and so long as in any Purchased Asset is owned by Buyer hereunderevent transfer servicing to the Agent’s designee, following notice from Buyer at no cost or expense to Seller the Agent, it being agreed that such Borrower will pay any and each such servicer all fees required to terminate the Servicing Agreement and to effectuate the transfer of an Event servicing to the designee of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyerthe Agent. (e) The payment After the Funding Date, until the pledge of servicing fees any Mortgage Loan is relinquished by the Custodian, (i) the Borrowers shall be subordinate give prior written notice to payment the Agent of amounts outstanding under any Transaction proposed modification or alteration to the terms of any such Mortgage Loan and this unless the Borrowers shall have received the Agent’s written approval of such modification or alteration within five (5) Business Days thereafter, in the event the Borrowers nevertheless make such modification or alteration to the terms of such Mortgage Loan thereafter, such Mortgage Loan shall thereupon have a Collateral Value equal to zero, and (ii) the Borrowers will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in the Custodial Agreement. (f) For In the avoidance of doubtevent any Borrower or its Affiliate is servicing the Mortgage Loans, Seller retains such Borrower shall permit the Agent from time to time during business hours and upon prior reasonable notice (provided, that if a Default shall have occurred and be continuing, no economic rights such notice shall be required) to inspect the servicingBorrower’s or its Affiliate’s servicing facilities, other than Seller’s rights under as the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As suchcase may be, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (purpose of satisfying the Agent that such Borrower or any portion thereof) prior its Affiliate, as the case may be, has the ability to service the date of Buyer’s requestMortgage Loans as provided in this Loan Agreement.

Servicing. The Mortgage Loans will be master serviced by the Master Servicer under the Pooling and Servicing Agreement and serviced by American Home Mortgage Servicing, Inc. (a“AHM”), Countrywide Home Loans Servicing LP (“CHLS”), GMAC Mortgage, LLC (“GMAC”), GreenPoint Mortgage Funding, Inc. (“GreenPoint”), IndyMac Bank, F.S.B. (“IndyMac”), National City Mortgage Co. (“Nat City”), PHH Mortgage Corporation (“PHH”), Select Portfolio Servicing, Inc. (“SPS”) Each servicer and ▇▇▇▇▇ Fargo Bank, N.A. (“▇▇▇▇▇ Fargo”), as applicable, on behalf of the Trust, pursuant to separate servicing agreements identified in the Pooling and Servicing Agreement and assigned to the Purchaser on the Closing Date and the Seller has represented to the Purchaser that such Mortgage Loans are not subject to any other servicing agreements with third parties (other than the servicing agreements with AHM, CHLS, GMAC, GreenPoint, Indymac, Nat City, PHH, SPS and ▇▇▇▇▇ Fargo). It is understood and agreed between the Seller and the Purchaser that the Mortgage Loans are to be delivered free and clear of any Purchased Asset (including the Primary Servicer) shall service the Assets for the benefit of Buyer and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject to the prior written approval of Buyer, not to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer (including the Primary Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices; provided that, without prior written consent of Buyer in its sole discretion as required by Article 7(e), no servicer (including the Primary Servicer) of any of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e). (b) Seller agrees that Buyer is the owner of all servicing records, including, but not limited to, any and all servicing agreements (includingother than the servicing agreements with AHM, without limitationCHLS, GMAC, GreenPoint, Indymac, Nat City, PHH, SPS and ▇▇▇▇▇ Fargo). Neither the Primary Servicing Agreement or Purchaser nor any other affiliate of the Purchaser is servicing the Mortgage Loans under any such servicing agreement relating to and, accordingly, neither the servicing of Purchaser nor any or all affiliate of the Purchased Assets) (collectively, Purchaser is entitled to receive any fee for releasing the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuations, other closing documentation, payment history records, and Mortgage Loans from any other records relating to or evidencing the such servicing of Purchased Assets (the “Servicing Records”), agreement. For so long as the Purchased Assets are subject to this Agreement. Seller covenants to safeguard such Servicing Records Master Servicer master services the Mortgage Loans and to deliver them promptly to Buyer or its designee at Buyer’s request. (c) Upon the occurrence and during applicable Servicer services the continuance of an Event of DefaultMortgage Loans, Buyer may, in its sole discretion, (i) sell its right the Master Servicer shall be entitled to the Purchased Assets on a servicing released basis and/or (ii) terminate Seller (Master Servicing Fee and the applicable Servicer shall be entitled to the related Servicing Fee and such other payments as provided for under the servicer), Primary Servicer or any other servicer or sub servicer terms of the Purchased Assets with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title Pooling and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance with the applicable Servicing Agreement and so long as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to Seller and each such servicer of an Event of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyer. (e) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement. (f) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Primary Servicing Agreement or any other the related servicing agreement related to the Purchased Assets. As suchagreement, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Serviceras applicable. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s request.

Servicing. (a) Each servicer of any Purchased Asset (including the Primary Servicer) shall service Borrowers covenants to maintain or cause the Assets servicing of the Eligible Mortgage Loans to be maintained in conformity with accepted and prudent servicing practices in the industry for the benefit same type of Buyer mortgage loans as the Eligible Mortgage Loans and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject in a manner at least equal in quality to the prior written approval of Buyerservicing such Borrower provides for mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, not to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer servicing contract shall terminate automatically upon the earliest of (including i) an Event of Default, (ii) the Primary Servicerdate on which all the Secured Obligations have been paid in full or (iii) to service the Purchased Assets at Seller’s sole cost and for transfer of servicing approved by the benefit of Buyer in accordance with Accepted Servicing Practices; provided that, without prior written consent of Buyer in its sole discretion as required by Article 7(e), no servicer (including the Primary Servicer) of any of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e)Borrowers. (b) Seller agrees If the Eligible Mortgage Loans are serviced by any of the Borrowers, (i) the Borrowers agree that Buyer the Lender is the owner collateral assignee of all servicing records, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets Eligible Mortgage Loans (the “"Servicing Records”"), so long and (ii) the Borrowers hereby grant the Lender a security ----------------- interest in all servicing fees and Servicing Rights relating to the Eligible Mortgage Loans and, except as provided below in this Section 12.14(b) all Servicing Records, to secure the Purchased Assets are subject obligation of such Borrower or its designee to service in conformity with this AgreementSection and any other obligation of such Borrower to the Lender. Seller Each of the Borrowers covenants to safeguard such Servicing Records and to deliver them promptly to Buyer the Lender or its designee (including the Custodian) at Buyer’s the Lender's request. The Borrowers and the Lender hereby agree that, on the date of this Loan Agreement, the Lender does not have a 1st lien or a lien on the Servicing Records attributable to the Eligible Mortgage Loans and that such Servicing Records may be subject to a lien under the U.S. Bank Financing Documents. The Borrowers shall, not later than 90 days following the date of this Loan Agreement, take all necessary action to ensure that the Lender has a first perfected security interest in the Servicing Records relating to the Eligible Mortgage Loans and the Servicing Records will not be subject to any other lien, either created under the U.S. Bank Financing Documents or otherwise. At the time such lien is created, the second preceding sentence shall be of no effect. The failure of the Borrowers to grant a first perfected security interest in such Servicing Records and provide evidence thereof to the Lender within such 90-day period shall constitute an Event of Default under this Loan Agreement. Notwithstanding the foregoing, each Borrower agrees and acknowledges that the three preceding sentences do not in any way apply to the Borrower's pledge of any Servicing Rights hereunder or the lien granted and created hereunder with respect to such Servicing Rights. (c) Upon If the Eligible Mortgage Loans are serviced by a third party servicer (such third party servicer, the "Servicer"), the Borrowers (i) shall provide a -------- copy of the servicing agreement to the Lender, which shall be in form and substance acceptable to the Lender (the "Servicing Agreement"); (ii) shall ------------------- provide a Servicer Notice to the Servicer substantially in the form of Exhibit G hereto; and (iii) hereby irrevocably assigns to the Lender and the Lender's successors and assigns all right, title, interest of such Borrower in, to and under, and the benefits of, any Servicing Agreement with respect to the Eligible Mortgage Loans. Any successor to the Servicer shall be approved in writing by the Lender prior to such successor's assumption of servicing obligations with respect to the Eligible Mortgage Loans. (d) If the servicer of the Eligible Mortgage Loans is any of the Borrowers or the Servicer is an Affiliate of any of the Borrowers, such Borrower shall provide to the Lender a letter from such Borrower or the Servicer, as the case may be, to the effect that upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis and/or (ii) Lender may terminate Seller (as the servicer), Primary Servicer or any other servicer or sub servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance with the applicable Servicing Agreement and so long as transfer servicing to its designee, at no cost or expense to the Lender, it being agreed that such Borrower will pay any Purchased Asset is owned by Buyer hereunder, following notice from Buyer and all fees required to Seller terminate the Servicing Agreement and each such servicer to effectuate the transfer of an Event servicing to the designee of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyerthe Lender. (e) The payment After the Funding Date, until the pledge of servicing fees shall be subordinate any Eligible Mortgage Loan is relinquished by the Custodian, none of the Borrowers will have any right to payment modify or alter the terms of amounts outstanding under such Eligible Mortgage Loan and none of the Borrowers will have any Transaction and this obligation or right to repossess such Eligible Mortgage Loan, except as provided in the Custodial Agreement. (f) For In the avoidance event any of doubtthe Borrowers or its respective Affiliate is servicing the Eligible Mortgage Loans, Seller retains no economic rights such Borrower shall permit the Lender to inspect such Borrower's or its Affiliate's servicing facilities, as the servicingcase may be, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (purpose of satisfying the Lender that such Borrower or any portion thereof) prior its Affiliate, as the case may be, has the ability to service the date of Buyer’s requestEligible Mortgage Loans as provided in this Loan Agreement.

Servicing. (a) Each servicer Seller and Administrative Agent agree that all Servicing Rights with respect to the Purchased Assets are being transferred hereunder to Administrative Agent, on behalf of any Purchased Asset (including Buyers, on the Primary Servicer) applicable Purchase Date and such Servicing Rights shall service be transferred by Administrative Agent, on behalf of Buyers, to the Assets applicable Seller upon such Seller’s payment of the Repurchase Price for the benefit Purchased Assets, and any servicing provisions of Buyer and Buyer’s successors and assigns. The appointment this Agreement or any other Program Document constitute (i) “related terms” under this Agreement within the meaning of each servicer Section 101(47)(A)(i) of any Purchased Asset the Bankruptcy Code and/or (including the Primary Servicerii) shall be subject a security agreement or other arrangement or other credit enhancement related to the prior written approval Program Documents. Notwithstanding the transfer of BuyerServicing Rights to Administrative Agent, not to be unreasonably withheldon behalf of ▇▇▇▇▇▇, conditioned or delayed. Seller shall cause each such servicer (including the Primary Servicer) Administrative Agent on behalf of ▇▇▇▇▇▇ hereby agrees that Servicer may continue to service the Purchased Assets at Seller’s sole cost and (excluding the Servicing Rights) for the benefit of Buyer Administrative Agent, on behalf of Buyers, and Administrative Agent’s successors or assigns; provided, however, that such Servicer shall have entered into documentation satisfactory to Administrative Agent acknowledging Administrative Agent’s interest in the related Purchased Assets and its rights to sell such Purchased Assets on a servicing-released basis and to terminate the term of such Servicer with respect to any Purchased Assets sold by Administrative Agent, on behalf of Buyers, upon the occurrence and during the continuance of an Event of Default. Each Seller shall cause the Purchased Assets to be serviced in accordance with Accepted Servicing Practices; provided that, without prior written consent of Buyer in its sole discretion as required by Article 7(e), no servicer (including the Primary Servicer) of any of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e). (b) Each Seller agrees that Buyer Administrative Agent, on behalf of Buyers, is the owner of all servicing records, including, including but not limited to, to the Servicing Agreement any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (collectively, the “Servicing Records”), ) so long as the Purchased Assets are subject to this Agreement. Seller covenants to safeguard such Servicing Records (if any are in the applicable Seller’s possession) and to deliver them promptly to Buyer Administrative Agent or its designee (including Custodian) at BuyerAdministrative Agent’s request. (c) Upon the occurrence and during the continuance of an Event of Default, Buyer Administrative Agent, on behalf of Buyers, may, in its sole and absolute discretion, (i) subject to Sections 14 and 19, sell its right rights to the Purchased Assets on a servicing servicing-released basis and/or (ii) terminate Seller (as the servicer), Primary any Servicer or any other servicer or sub sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee. Each Seller shall cause Servicer to cooperate with Administrative Agent, on behalf of Buyers, in effecting such termination and transferring all authority to service such Purchased Asset to the successor servicer, including requiring Servicer to (i) promptly transfer all data in its possession relating to the Purchased Assets to the successor servicer in such electronic format as the successor servicer may reasonably request, (ii) promptly transfer to the successor servicer, Administrative Agent or Administrative Agent’s designee, the Purchased Asset File and all other files, records, correspondence and documents in its possession relating to the Purchased Assets and (iii) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and/or Administrative Agent to comply with any legal or regulatory requirement associated with the transfer of the servicing of the applicable Purchased Assets. Each Seller agrees that if any Seller or any Servicer fails to cooperate with Administrative Agent or any successor servicer in effecting the termination of such Servicer as servicer of any Purchased Asset or the transfer of all authority to service such Purchased Asset to such successor servicer in accordance with the terms hereof and the Servicing Agreement, Administrative Agent and Buyers will be irreparably harmed and entitled to injunctive relief. (d) No Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement rated below “above average” by S&P, unless such Servicer is otherwise approved by Administrative Agent , in its sole and absolute discretion, to service the Purchased Assets without (excluding the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance with the applicable Servicing Agreement and so long as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to Seller and each such servicer of an Event of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by BuyerRights). (e) The If Servicer is an Affiliate of any Seller, Pledgor or Guarantor, the payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement. (f) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s request.

Servicing. (a) Each servicer of any Purchased Asset (including including, without limitation, the Repo Servicer and the Primary Servicer) shall service the Purchased Assets for the benefit of Buyer and Buyer▇▇▇▇▇’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject to the prior written approval of Buyer, not to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer (including including, without limitation, the Repo Servicer and the Primary Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices; provided that, without prior written consent of Buyer in its sole discretion as required by Article 7(e7(d), no servicer (including including, without limitation, the Repo Servicer and the Primary Servicer) of any of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e7(d). (b) Seller agrees that Buyer is the owner of all Servicing Rights, servicing records, including, but not limited to, any and all servicing agreements (including, without limitation, the Primary Servicing Agreement, the Repo Servicing Agreement or any other servicing and/or subservicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing and/or subservicing of Purchased Assets (the “Servicing Records”), so long as the Purchased Assets are subject to this Agreement. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request. (c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis and/or (ii) terminate Seller (as the servicer)Primary Servicer, Primary Repo Servicer or any other servicer or sub sub-servicer of the Purchased Assets (including, without limitation, Seller, in its capacity as servicer of the Purchased Assets), with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement or Repo Servicer pursuant to the Repo Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers other than the Repo Servicer (including, without limitation, the Primary Servicer) and sub-servicers engaged by Seller to execute a Direct Agreement the Servicer Notice with Buyer acknowledging Buyer’s ownership of the Purchased Assets and Servicing Rights and Buyer’s security interest and agreeing that each servicer and/or sub servicer shall immediately transfer all Income and other amounts with respect to the Purchased Assets to Buyer in accordance with the applicable Servicing Agreement and so long as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to Seller and each such servicer of an Event of Default under this Agreement, each such servicer (including the Repo Servicer and Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyer. Seller shall cause each Servicing Agreement (including the Repo Servicing Agreement) to be consistent with the terms of this Agreement and each Servicer (including the Repo Servicer) to comply with such terms. (e) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement. (f) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to of the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the ServicerBuyer. (g) Contemporaneously with the execution of this Agreement on the date hereof, Buyer, Seller and Repo Servicer shall cause enter into the Repo Servicing Agreement. The Repo Servicing Agreement shall automatically terminate on the (thirtieth) 30th day following its execution and at the end of each servicer of a Purchased Asset to provide to thirty (30) day period thereafter, unless, in each case, Buyer via electronic transmissionshall agree, promptly upon request by Buyer a Servicing Tape for the quarter (or any portion thereof) prior written notice to the Repo Servicer to be delivered on or before the Remittance Date immediately preceding each such scheduled termination date, to extend the termination date an additional thirty (30) days. Neither Seller nor Repo Servicer may assign its rights or obligations under the Repo Servicing Agreement without the prior written consent of Buyer’s request.

Servicing. (a) Each servicer Seller covenants to maintain or cause the servicing of any the Purchased Asset (including the Primary Servicer) shall service the Assets for the benefit of Buyer and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject to the prior written approval of Buyer, not Loans to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer (including the Primary Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer maintained in accordance conformity with Accepted Servicing Practices; provided thatPractices and pursuant to the related underlying Servicing Agreement. In the event that the preceding language is interpreted as constituting one or more servicing contracts, without prior written consent each such servicing contract shall terminate automatically upon the earliest of (i) the termination thereof by Buyer pursuant to subsection (d) below, (ii) thirty (30) days after the last Purchase Date of such Purchased Loan, (iii) a Default or an Event of Default, (iv) the date on which all the Obligations have been paid in its sole discretion full, or (v) the transfer of servicing to any entity approved by Buyer and the assumption thereof by such entity. Upon any such termination, Seller shall comply with the requirements set forth in Section 13(hh) as required by Article 7(e), no servicer (including to the Primary Servicer) of any delivery of the Servicing Records and the physical servicing of each Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e)Loan. (b) During the period Seller is servicing the Purchased Loans, (i) Seller agrees that Buyer is the owner of the Servicing Rights and all servicing records, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets such Loans (the “Servicing Records”), so long as and (ii) Seller grants Buyer a security interest in all servicing fees and rights relating to the Purchased Assets are subject Loans and all Servicing Records to secure the obligation of Seller or its designee to service in conformity with this Section 43 and any other obligation of Seller to Buyer. At all times during the term of this Agreement. , Seller covenants to safeguard hold such Servicing Records in trust for Buyer and to safeguard, or cause each Subservicer to safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the related Servicing Agreement promptly to Buyer or its designee (including Custodian) at Buyer’s requestrequest or otherwise as required by operation of Section 13(hh) hereof. It is understood and agreed by the parties that prior to an Event of Default, Seller, as servicer shall retain the servicing fees with respect to the Purchased Loans. (c) Upon If any Loan that is proposed to be sold on a Purchase Date is serviced by a servicer other than Seller (a “Subservicer”), or if the occurrence servicing of any Purchased Loan is to be transferred to a Subservicer, Seller shall provide a copy of the related servicing agreement and during an Instruction Letter executed by such Subservicer (collectively, the continuance “Servicing Agreement”) to Buyer at least three (3) Business Days prior to such Purchase Date or transfer date, as applicable, which Servicing Agreement shall be in form and substance acceptable to Buyer. In addition, Seller shall have obtained the prior written consent of an Event of DefaultBuyer for such Subservicer to subservice the Loans. (d) In addition to the rights provided in Section 43(a), Buyer mayshall have the right, exercisable at any time in its sole discretion, (i) sell its right upon written notice, to the Purchased Assets on a servicing released basis and/or (ii) terminate Seller (as the servicer), Primary Servicer or any other Subservicers as servicer or sub servicer of the Purchased Assets with or without causesubservicer, in each case without payment of respectively, and any termination fee. (d) related Servicing Agreement. Upon any such termination, Seller shall not employ sub-servicers transfer or any other servicer other than Primary Servicer pursuant shall cause Subservicer to the Primary Servicing Agreement transfer such servicing with respect to service the such Purchased Assets without the prior written approval of BuyerLoans to Buyer or its designee, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer at no cost or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets expense to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller agrees to execute a Direct Agreement cooperate with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance connection with the applicable Servicing Agreement and so long as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to Seller and each such servicer transfer of an Event of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyerservicing. (e) The payment After the Purchase Date, until the Repurchase Date, Seller will have no right to modify or alter the terms of servicing fees shall be subordinate the Loan or consent to payment the modification or alteration of amounts outstanding under the terms of any Transaction Loan, and this Seller will have no obligation or right to repossess any Loan or substitute another Loan, except as provided in any Custodial Agreement. (f) For Buyer shall have the avoidance of doubtright in its sole discretion to appoint a third party to perform due diligence with respect to Seller’s servicing facilities at any time. Seller shall cooperate with Buyer and/or its designees to provide access to Seller’s servicing facilities including without limitation its books and records with respect to Seller’s servicing portfolio and the Purchased Loans. In addition to the foregoing, Seller retains no economic rights shall permit Buyer to the servicinginspect upon reasonable prior written notice at a mutually convenient time, other than Seller’s rights under or its Affiliate’s servicing facilities, as the Primary Servicing Agreement case may be, for the purpose of satisfying Buyer that Seller or its Affiliate, as the case may be, has the ability to service the Loans as provided in this Agreement. In addition, with respect to any other servicing agreement related to the Purchased Assets. As suchSubservicer which is not an Affiliate of Seller, Seller expressly acknowledges that shall use its best efforts to enable Buyer to inspect the Purchased Assets are sold servicing facilities of such Subservicer and to cause such Subservicer to cooperate with Buyer on a “servicing released” basis and/or its designees in connection with such servicing retained by the Servicer. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request any due diligence performed by Buyer a Servicing Tape for the quarter (and/or such designees in accordance with this Section 43(f’). Seller and Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with any due diligence or any portion thereofinspection performed pursuant to this Section 43(f) prior to the date of shall be paid by Buyer’s request.

Servicing. (a) Each servicer The Borrower covenants to maintain or cause the servicing of any Purchased Asset (including the Primary Servicer) shall service the Assets for the benefit of Buyer and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject to the prior written approval of Buyer, not Mortgage Loans to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer (including the Primary Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer maintained in accordance conformity with Accepted Servicing Practices; provided that. In the event that the preceding language is interpreted as constituting one or more servicing contracts, without prior written consent each such servicing contract shall terminate automatically upon the earliest of Buyer (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in its sole discretion as required by Article 7(e)full, no servicer or (including iii) the Primary Servicer) transfer of any of the Purchased Assets shall take any action with respect servicing to any Purchased Asset described in Article 7(e)entity approved by the Lender. (b) Seller During the period the Borrower is servicing the Mortgage Loans, (i) the Borrower agrees that Buyer is the owner of Lender has a first priority perfected security interest in all servicing records, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets such Mortgage Loans (the “"Servicing Records”"), so long as and (ii) the Purchased Assets are subject Borrower grants the Lender a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of the Borrower or its designee to service in conformity with this AgreementSection and any other obligation of Borrower to the Lender. Seller The Borrower covenants to safeguard such Servicing Records and to deliver them promptly to Buyer the Lender or its designee (including the Custodian) at Buyer’s the Lender's request. It is understood and agreed by the parties that prior to an Event of Default, the Borrower shall retain the servicing fees with respect to the Mortgage Loans. (c) Upon If the Mortgage Loans are serviced by any other third party servicer (such third party servicer, the "Subservicer") the Borrower shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage Loans, which shall be in the form and substance acceptable to Lender (the "Servicing Agreement") and shall have obtained the written consent of the Lender for such Subservicer to subservice the Mortgage Loans. Initially, the Subservicer shall be GMAC Mortgage Corporation. (d) The Borrower agrees that upon the occurrence and during the continuance of an Event of Default, Buyer may, the Lender may terminate the Borrower in its sole discretion, (i) sell its right capacity as servicer and terminate any Servicing Agreement and transfer such servicing to the Purchased Assets on a servicing released basis and/or (ii) terminate Seller (as the servicer)Lender or its designee, Primary Servicer at no cost or any other servicer or sub servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant expense to the Primary Lender. In addition, the Borrower shall provide to the Lender an Instruction Letter from the Borrower to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Subervicer or Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing direct that each servicer and/or sub servicer shall transfer all Income collections with respect to the Purchased Assets Mortgage Loans be remitted in accordance with the applicable Servicing Agreement and so long as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer Lender's instructions. The Borrower agrees to Seller and each such servicer cooperate with the Lender in connection with the transfer of an Event of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyerservicing. (e) The payment After the Funding Date, until the pledge of servicing fees shall be subordinate any Mortgage Loan is relinquished by the Custodian, the Borrower will have no right to payment modify or alter the terms of amounts outstanding under the Mortgage Loan or consent to the modification or alteration of the terms of any Transaction Mortgage Loan, and this the Borrower will have no obligation or right to repossess any Mortgage Loan or substitute another Mortgage Loan, except as provided in any Custodial Agreement. (f) For The Borrower shall permit the avoidance Lender to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrower's or its Affiliate's servicing facilities, as the case may be, for the purpose of doubt, Seller retains no economic rights to satisfying the servicing, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges Lender that the Purchased Assets are sold Borrower or its Affiliate, as the case may be, has the ability to Buyer on a “service the Mortgage Loans as provided in this Loan Agreement. In addition, with respect to any Subservicer which is not an Affiliate of the Borrower, the Borrower shall use its best efforts to enable the Lender to inspect the servicing released” basis with facilities of such servicing retained by the ServicerSubservicer. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s request.

Servicing. (a) Each servicer of any Purchased Asset (including The Borrower shall, or shall cause the Primary Servicer) shall Servicer to, service and administer the Assets for the benefit of Buyer and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject to the prior written approval of Buyer, not to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer (including the Primary Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices; provided thatthe applicable Underwriting Guidelines and with due care and customary and prudent servicing procedures for trade receivables, without equipment leases, security agreements and installment sale contracts of a similar type and, prior written consent to the occurrence of Buyer an Event of Default, shall have full power and authority to do any and all things not inconsistent with the provisions of this Loan Agreement which it may deem necessary or desirable in its sole discretion connection with such servicing and administration. In the event that the preceding language is interpreted as required constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) the date on which the Agent delivers a notice to the Servicer that an Event of Default has occurred and such servicing contract shall terminate, or (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing approved by Article 7(e), no servicer (including the Primary Servicer) of any of Borrower and the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e)Agent. (b) Seller agrees that Buyer is If the owner Assets are serviced by the Borrower, an Originator or an Affiliate of either thereof, all servicing records, including, but not limited to, any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuations, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “"Servicing --------- Records”), so long as ") shall be held for the Purchased Assets are subject to this Agreementbenefit of the Agent and the Lenders. Seller The ------- Borrower covenants to safeguard such Servicing Records and to deliver them promptly to Buyer the Agent or its designee at Buyer’s requestthe Agent's request after an Event of Default. (c) Upon If the Assets are serviced by a Servicer other than the Borrower or ALS, the Borrower (i) shall provide a copy of the related servicing agreement to the Agent (the "Servicing Agreement"); and (ii) hereby irrevocably assigns to ------------------- the Agent for the benefit of the Lenders and the Agent's successors and assigns all right, title, interest in and the benefits of the Servicing Agreement with respect to the Assets, which assignment shall terminate when the outstanding principal amount of the Loans, together with all interest accrued thereon, and all other amounts due to the Lenders under this Loan Agreement have been paid in full and the Lenders' obligations to make Loans under this Loan Agreement has terminated. (d) The Borrower shall provide to the Agent a letter from the Servicer to the effect that upon the occurrence and during the continuance of an Event of Default, Buyer maythe Agent may replace the Servicer, in terminate any servicing agreement and transfer such servicing to its sole discretiondesignee, (i) sell its right at no cost or expense to the Purchased Assets on a servicing released basis and/or (ii) terminate Seller (as Agent or the servicer)Lenders, Primary Servicer or it being agreed that the Borrower will pay any other servicer or sub servicer of the Purchased Assets with or without cause, and all fees required to be paid in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance connection with the applicable Servicing Agreement and so long as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to Seller and each such servicer of an Event of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyerforegoing. (e) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement. (f) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s request.

Servicing. (a) Each servicer The parties hereto agree and acknowledge that, the Purchased Loans will be sold by Seller to Buyer on a servicing released basis. In furtherance of the foregoing, the Seller and the Servicer hereby agree and confirm that from and after the date hereof that this Section 22 shall solely govern the servicing of the Purchased Loans and any Purchased Asset (including prior agreement between Seller and Servicer or otherwise with respect to such servicing is hereby superseded in all respects. During the Primary Servicer) related Interim Servicing Period, Servicer shall sub-service the Assets Purchased Loans for the benefit of Buyer and or on behalf of Buyer’s successors and assigns. The appointment ; provided, however, that the obligation of each servicer of Servicer to sub-service any Purchased Asset (including the Primary Servicer) shall be subject to the prior written approval of Buyer, not to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer (including the Primary Servicer) to service the Purchased Assets at Seller’s sole cost and Loan for the benefit of or on behalf of Buyer as aforesaid shall cease upon the repurchase of such Purchased Loan by Seller in accordance with Accepted the provisions of this Agreement. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (a) the termination thereof by Buyer pursuant to Section 22(c) below, (b) forty-five (45) days after the Purchase Date of the applicable Purchased Loans or any subsequent date on which the Interim Servicing Practices; provided that, without prior written consent of Buyer in its sole discretion as required by Article 7(ePeriod is extended pursuant to Section 22(c), no servicer (including c) the Primary Servicerdate of an Event of Default, or (d) the transfer of any of the Purchased Assets shall take any action with respect servicing to any Purchased Asset described in Article 7(e)other entity approved by Buyer and the assumption thereof by such entity. (b) Seller and Servicer agrees that that, as between Seller and Servicer, on the one hand, and Buyer, on the other, Buyer is the owner of all servicing records, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets Loans (the “Servicing Records”), ) so long as the Purchased Assets Loans are subject to this Agreement. Each of Seller and Servicer covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request. (c) Upon With respect to the occurrence Servicing Records for each Purchased Loan and during the continuance physical and contractual servicing of an Event of Defaulteach Purchased Loan, Servicer shall deliver such Servicing Records and, to the extent applicable, the servicing to such other successor as may be designated by Buyer mayon the Servicing Transfer Date. Notwithstanding the foregoing, in its sole discretion, (i) sell its right the Interim Servicing Period with respect to the Purchased Assets Loans shall automatically terminate on a servicing released basis and/or each Remittance Date unless reinstated for each such Purchased Loan pursuant to written notice of Buyer of such reinstatement (ii) terminate Seller (as and thereafter the servicerimmediately preceding delivery requirement will be deemed to be rescinded), Primary and a new 45-day Interim Servicing Period will be deemed to commence for such Purchased Loan as of such Remittance Date upon receipt of such written notice from Buyer. If the Interim Servicing Period terminates with respect to the Purchased Loans, the Servicer or any other servicer or sub servicer shall be terminated and shall transfer such servicing in accordance with Section 22(g) below. Sellers’ and Servicer’s transfer and delivery of the Purchased Assets Servicing Rights, Servicing Records and the physical and contractual servicing under this Section, as applicable, shall be in accordance with customary standards in the industry and such transfer shall include the transfer of the gross amount of all escrows held for the related mortgagors (without reduction for unreimbursed advances or without cause, in each case without payment of any termination fee“negative escrows”). (d) Servicer shall sub-service the Purchased Loans in accordance with Accepted Servicing Practices. Seller shall not, and shall not permit Servicer to, employ any other sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service the Purchased Assets Loans without the prior written approval of Buyer, in Buyer’s sole discretionBuyer which approval shall not be unreasonably withheld. If the Purchased Assets Loans are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, shall irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets with such sub-servicer to Buyer. . (e) Seller shall cause all servicers Servicer and any other sub-servicers engaged by Seller to execute a Direct Agreement letter agreement with Buyer acknowledging Buyer’s security interest in the Purchased Loans and the servicing agreements and agreeing that each servicer and/or sub such sub-servicer shall transfer deposit all Income with respect to the Purchased Assets Loans in accordance with the applicable Servicing Agreement and so long Blocked Account, all in such manner as any Purchased Asset is owned by Buyer hereunder, following notice from shall be reasonably acceptable to Buyer. (f) Seller shall permit Buyer to inspect Seller’s or its Affiliate’s servicing facilities, as the case may be, for the purpose of satisfying Buyer that Seller or its Affiliate, as the case may be, has the ability to service such Purchased Loan as provided in this Agreement. (g) Buyer may, in its sole discretion if an Event of Default shall have occurred and each such servicer be continuing, sell the Purchased Loans on a servicing released basis without payment of any termination fee or any other amount to Servicer. Upon the occurrence of an Event of Default hereunder, Buyer shall have the right immediately to terminate Servicer’s right to service the Purchased Loans without payment of any penalty or termination fee. If Servicer shall be terminated under any of Section 22(c), this Agreement, each such servicer (including Primary ServicerSection 22(g) or sub-servicer as otherwise provided hereunder, Servicer shall take no action transfer such servicing with regard respect to such Purchased Asset other than as specifically directed Loans to such successor designated by Buyer by the Servicing Transfer Date, at no cost or expense to Buyer. (e) . The payment Seller and the Servicer each agree to cooperate with Buyer in connection with the termination of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement. (f) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights Servicer under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicerterms of this Section 22 and transfer of servicing. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s request.

Servicing. With respect to Eligible Assets which are Mortgage Loans: (a1) Each servicer Borrower covenants to maintain or cause the servicing of any Purchased Asset (including the Primary Servicer) shall service Mortgage Loans to be maintained in conformity with accepted customary and prudent servicing practices in the Assets industry for the benefit same type of Buyer mortgage loans as the Mortgage Loans and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject in a manner at least equal in quality to the prior written approval of Buyer, not to be unreasonably withheld, conditioned servicing the Borrowers or delayed. Seller shall cause each such servicer (including the Primary Servicer) to service the Purchased Assets at Seller’s sole cost and Borrowers' designee provides for the benefit of Buyer in accordance with Accepted Servicing Practices; provided that, without prior written consent of Buyer in its sole discretion as required by Article 7(e), no servicer (including the Primary Servicer) of any of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e).Mortgage (b2) Seller If the Mortgage Loans are serviced by either Borrower, such Borrower agrees that Buyer the Lender is the owner collateral assignee of all servicing records, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets Mortgage Loans (the “"Servicing Records”"), so long as and (ii) such Borrower grants the Purchased Assets are subject Lender a security interest in all of such Borrower's rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of such Borrower or its designee to service in conformity with this AgreementSection and any other obligation of such Borrower to the Lender. Seller covenants The Borrowers covenant to safeguard such Servicing Records and to deliver them promptly to Buyer the Lender or its designee (including the Mortgage Custodian) at Buyer’s the Lender's request. (c3) Upon If the Mortgage Loans or Underlying Mortgage Loans are serviced by a third party servicer, (such third party servicer, the "Subservicer"), the Borrowers shall provide a copy of the servicing agreement to the Lender at least three (3) Business Days prior to the applicable Funding Date, which shall be in form and substance acceptable to the Lender (the "Servicing Agreement"). (4) Each Borrower shall provide to the Lender a letter from such Borrower or any Subservicer which is an Affiliate of such Borrower (which may be part of the Instruction Letter), as the case may be, to the effect that upon the occurrence and during the continuance of an Event of Default, Buyer maythe Lender may terminate any Servicing Agreement and transfer servicing to its designee, in its sole discretionat no cost or expense to the Lender, it being agreed that the Borrowers will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of the Lender. (i5) sell its After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Mortgage Custodian, the Borrowers will have no right to modify or alter the Purchased Assets on a servicing released basis and/or (ii) terminate Seller (terms of such Mortgage Loan except with the prior written consent of the Lender, and the Borrowers will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in the servicer)Mortgage Custodial Agreement; provided, Primary Servicer that the Borrowers may enter into forbearance agreements or any other servicer or sub plans with Mortgagors consistent with its collection activities as servicer of the Purchased Assets Mortgage Loans and in conformity with or without cause, in each case without payment of any termination feeAccepted Servicing Practices. (d6) Seller The Borrowers shall not employ sub-servicers permit the Lender to inspect the servicing facilities of the Borrowers, their Affiliates, or any other servicer other than Primary Servicer pursuant to Subservicer which is its Affiliate of a Borrower as the Primary Servicing Agreement case may be, for the purpose of satisfying the Lender that the Borrowers, an Affiliate, or such Subservicer, as the case may be, has the ability to service the Purchased Assets without Mortgage Loans as provided in this -141- 147 Loan Agreement. With respect to any Subservicer which is not an Affiliate, the prior written approval of Buyer, in Buyer’s sole discretion. If Borrowers shall use their best efforts to enable the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in Lender to inspect the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance with the applicable Servicing Agreement and so long as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to Seller and each facilities of such servicer of an Event of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by BuyerSubservicer. (e) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement. (f) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s request.

Servicing. (a) Each servicer of any Purchased Asset (including NCCC and NCMC covenants to maintain or cause the Primary Servicer) shall service servicing of the Assets Mortgage Loans to be maintained in conformity with accepted and prudent servicing practices in the industry for the benefit same type of Buyer mortgage loans as the Mortgage Loans and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject in a manner at least equal in quality to the prior written approval of Buyerservicing Seller provides for mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, not to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer servicing contract shall terminate automatically upon the earliest of (including i) an Event of Default, (ii) the Primary Servicerdate on which this Agreement terminates or (iii) to service the Purchased Assets at Seller’s sole cost and for the benefit transfer of Buyer in accordance with Accepted Servicing Practices; provided that, without prior written consent of Buyer in its sole discretion as required servicing approved by Article 7(e), no servicer (including the Primary Servicer) of any of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e)Buyer. (b) If the Mortgage Loans are serviced by Seller, Seller agrees that Buyer is the owner of all servicing records, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets the Mortgage Loans (the “Servicing Records”"SERVICING RECORDS"), so long as the Purchased Assets are subject to this Agreement. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Buyer’s 's request. (c) Upon If the Mortgage Loans are serviced by a third party servicer (such third party servicer, the "SERVICER"), Seller (i) shall provide a copy of the servicing agreement to Buyer, which shall be in form and substance acceptable to Buyer (the "SERVICING AGREEMENT"); (ii) shall provide a Servicer Notice to the Servicer substantially in the form of EXHIBIT VIII hereto; and (iii) hereby irrevocably assigns to Buyer and Buyer's successors and assigns all right, title, interest of Seller in, to and under, and the benefits of, any Servicing Agreement with respect to the Mortgage Loans. Any successor to the Servicer shall be approved in writing by Buyer prior to such successor's assumption of servicing obligations with respect to the Mortgage Loans. (d) If the servicer of the Mortgage Loans is Seller or Servicer is an Affiliate of Seller, Seller shall provide to Buyer a letter from Seller or Servicer, as the case may be, to the effect that upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis and/or (ii) may terminate Seller (as the servicer), Primary Servicer or any other servicer or sub servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance with the applicable Servicing Agreement and so long as transfer servicing to its designee, at no cost or expense to Buyer, it being agreed that Seller will pay any Purchased Asset is owned by Buyer hereunder, following notice from Buyer and all fees required to Seller terminate the Servicing Agreement and each such servicer to effectuate the transfer of an Event servicing to the designee of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyer. (e) The payment After the Purchase Date, until the repurchase of servicing fees shall be subordinate any Mortgage Loan, Seller will have no right to payment modify or alter the terms of amounts outstanding under any Transaction such Mortgage Loan and this Seller will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, in each case except as provided in the Custodial Agreement. (f) For In the avoidance of doubtevent Seller or its Affiliate is servicing the Mortgage Loans, Seller retains no economic rights shall permit Buyer to inspect Seller's or its Affiliate's servicing facilities, as the servicingcase may be, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (purpose of satisfying Buyer that Seller or any portion thereof) prior its Affiliate, as the case may be, has the ability to service the date of Buyer’s requestMortgage Loans as provided in this Agreement.

Servicing. (a) Each servicer of any Purchased Asset (including NCCC and NCMC covenants to maintain or cause the Primary Servicer) shall service servicing of the Assets Mortgage Loans to be maintained in conformity with accepted and prudent servicing practices in the industry for the benefit same type of Buyer mortgage loans as the Mortgage Loans and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject in a manner at least equal in quality to the prior written approval of Buyerservicing Seller provides for mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, not to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer servicing contract shall terminate automatically upon the earliest of (including i) an Event of Default, (ii) the Primary Servicerdate on which this Agreement terminates or (iii) to service the Purchased Assets at Seller’s sole cost and for the benefit transfer of Buyer in accordance with Accepted Servicing Practices; provided that, without prior written consent of Buyer in its sole discretion as required servicing approved by Article 7(e), no servicer (including the Primary Servicer) of any of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e)Buyer. (b) If the Mortgage Loans are serviced by Seller, Seller agrees that Buyer is the owner of all servicing records, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets the Mortgage Loans (the “"Servicing Records”"), so long as the Purchased Assets are subject to this Agreement. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Buyer’s 's request. (c) Upon If the Mortgage Loans are serviced by a person other than Seller (such third party the "Servicer"), Seller (i) shall, in accordance with Section (3)(b)(7), provide a copy of the servicing agreement to Buyer, which shall be in form and substance acceptable to Buyer (the "Servicing Agreement"), and shall provide a Servicer Notice to Buyer substantially in the form of Exhibit VII hereto, fully executed by Seller and the Servicer; and (ii) hereby irrevocably assigns to Buyer and Buyer's successors and assigns all right, title and interest of Seller in, to and under, and the benefits of, any Servicing Agreement with respect to the Mortgage Loans. Seller agrees that no Person shall assume the servicing obligations with respect to the Mortgage Loans as successor to the Servicer unless such successor is approved in writing by Buyer prior to such assumption of servicing obligations. (d) If the servicer of the Mortgage Loans is Seller, upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its shall have the right to terminate the Purchased Assets on a servicing released basis and/or (ii) terminate Seller (as the servicer), Primary Servicer or any other servicer or sub servicer of the Purchased Assets with Mortgage Loans and transfer servicing to Buyer's designated Servicer, at no cost or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant expense to the Primary Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretionat any time thereafter. If the Purchased Assets are serviced by such a Servicer of the Mortgage Loans is not Seller, Buyer approved sub-servicer or any other servicershall have the right, Seller shall, irrevocably assign all rights, title and interest (if any) as contemplated in the servicing agreements in applicable Servicer Notice, upon the Purchased Assets occurrence of an Event of Default, to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance with the terminate any applicable Servicing Agreement and so long transfer servicing to Buyer's designated Servicer, at no cost or expense to Buyer, it being agreed that Seller will pay any and all fees required to terminate such Servicing Agreement and to effectuate the transfer of servicing to Buyer's designated Servicer, as well as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to Seller servicing fees and each such servicer of an Event of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard expenses payable to such Purchased Asset other than as specifically directed by BuyerServicer. (e) The payment After the Purchase Date, until the repurchase of servicing fees shall be subordinate any Mortgage Loan, Seller will have no right to payment modify or alter the terms of amounts outstanding under any Transaction such Mortgage Loan and this Seller will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, in each case except as provided in the Custodial and Disbursement Agreement. (f) For In the avoidance of doubtevent Seller or its Affiliate is servicing the Mortgage Loans, Seller retains no economic rights shall permit Buyer to inspect Seller's or its Affiliate's servicing facilities, as the servicingcase may be, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (purpose of satisfying Buyer that Seller or any portion thereof) prior its Affiliate, as the case may be, has the ability to service the date of Buyer’s requestMortgage Loans as provided in this Agreement.

Servicing. (a) Each servicer Seller covenants to maintain or cause the servicing of any the Purchased Asset (including the Primary Servicer) shall service the Assets for the benefit of Buyer and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject to the prior written approval of Buyer, not Loans to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer (including the Primary Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer maintained in accordance conformity with Accepted Servicing Practices; provided thatPractices and pursuant to the related underlying Servicing Agreement. In the event that the preceding language is interpreted as constituting one or more servicing contracts, without prior written consent each such servicing contract shall terminate automatically upon the earliest of (i) the termination thereof by Buyer pursuant to subsection (d) below, (ii) thirty (30) days after the last Purchase Date of such Purchased Loan, (iii) a Default or an Event of Default, (iv) the date on which all the Obligations have been paid in its sole discretion full, or (v) the transfer of servicing to any entity approved by Buyer and the assumption thereof by such entity. Upon any such termination, Seller shall comply with the requirements set forth in Section 13(gg) as required by Article 7(e), no servicer (including to the Primary Servicer) of any delivery of the Servicing Records and the physical servicing of each Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e)Loan. (b) During the period Seller or Servicer is servicing the Purchased Loans, (i) Seller agrees that Buyer is the owner of the Servicing Rights and all servicing records, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets such Loans (the “Servicing Records”), so long as and (ii) Seller grants and shall direct Servicer to grant Buyer a security interest in all servicing fees and rights relating to the Purchased Assets are subject Loans and all Servicing Records to secure the obligation of Servicer, Seller or its respsective designee to service in conformity with this Section 43 and any other obligation of Seller and/or Servicer to Buyer. At all times during the term of this Agreement. , Seller covenants shall direct Servicer to covenant to hold such Servicing Records in trust for Buyer and to safeguard such Servicing Records and to deliver them them, to the extent permitted under the related Servicing Agreement promptly to Buyer or its designee (including Custodian) at Buyer’s requestrequest or otherwise as required by operation of Section 13(gg) hereof. It is understood and agreed by the parties that prior to an Event of Default, Seller shall direct Servicer to shall retain the servicing fees with respect to the Purchased Loans. (c) Upon If any Loan that is proposed to be sold on a Purchase Date is serviced by Servicer or a servicer other than Servicer (including any interim servicer), or if the occurrence servicing of any Purchased Loan is to be transferred to a subservicer, Seller shall provide a copy of the related servicing agreement and during an instruction letter executed by Servicer or such subservicer (collectively, the continuance “Servicing Agreement”) to Buyer at least three (3) Business Days prior to such Purchase Date or transfer date, as applicable, which Servicing Agreement shall be in form and substance acceptable to Buyer. In addition, Seller shall have obtained the prior written consent of an Event of DefaultBuyer for such subservicer to subservice the Loans. (d) In addition to the rights provided in Section 43(a), Buyer mayshall have the right, exercisable at any time in its sole discretion, upon written notice, to terminate Servicer as servicer and any related Servicing Agreement, free and clear of any obligations (i) sell its right including, without limitation, any obligation to the Purchased Assets on a pay or reimburse any previous servicer for outstanding servicing released basis and/or (ii) terminate Seller (advances). With respect to any Servicing Rights, any such termination shall be effective as the servicer), Primary Servicer or any other servicer or sub servicer of the Purchased Assets with or without cause, in each case without payment date that occurs thirty (30) days after the last Purchase Date. Upon the effectiveness of any termination fee. (d) such termination, Seller shall not employ sub-servicers or any other servicer other than Primary shall direct Servicer pursuant to the Primary Servicing Agreement transfer such servicing with respect to service the such Purchased Assets without the prior written approval of BuyerLoans to Buyer or its designee, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer at no cost or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets expense to Buyer. Seller agrees to and shall cause all servicers and sub-servicers engaged by Seller direct Servicer to execute a Direct Agreement cooperate with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance connection with the applicable Servicing Agreement and so long as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to Seller and each such servicer transfer of an Event of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyerservicing. (e) The payment Buyer shall have the right in its sole discretion to appoint a third party to perform due diligence with respect to Servicer’s servicing facilities at any time. Seller shall cooperate with Buyer and/or its designees to provide access to Servicer’s servicing facilities including, without limitation, its books and records with respect to Seller’s servicing portfolio and the Purchased Loans. In addition to the foregoing, Seller shall direct Servicer to permit Buyer to inspect upon reasonable prior written notice at a mutually convenient time, Servicer’s or its Affiliate’s servicing facilities, as the case may be, for the purpose of servicing fees satisfying Buyer that Servicer or its Affiliate, as the case may be, has the ability to service the Loans as provided in this Agreement and any Servicing Agreement. Seller and Buyer further agree that all reasonable and documented third-party out-of-pocket costs and expenses incurred by Buyer in connection with any due diligence or inspection performed pursuant to this Section 43(f) shall be subordinate to payment of amounts outstanding under any Transaction and this Agreementpaid by Seller. (f) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s request.

Servicing. (a) Each servicer of any Purchased Asset (including FinPac and the Primary Servicer) shall service Borrower covenants to maintain or cause the Assets servicing of the Contracts to be maintained in conformity with the Servicing Agreement and accepted customary and prudent servicing practices in the industry for the benefit same type of Buyer assets as the Contracts and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject in a manner at least equal in quality to the prior written approval of Buyerservicing FinPac provides for equipment lease contracts which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, not to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer (including servicing contract shall terminate automatically upon payment in full to the Primary Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices; provided that, without prior written consent of Buyer in its sole discretion as required by Article 7(e), no servicer (including the Primary Servicer) of any Lender of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e)Total Outstanding Advances and all other Secured Obligations under the Note, this Loan Agreement and the other Loan Documents. (b) Seller Each of FinPac and the Borrower agrees that Buyer (i) the Collateral Agent is the owner collateral assignee of all servicing recordsrecords relating to the Collateral, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer 59 Warehouse and Security Agreement tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets Contracts (the “"Servicing Records”"), so long as and (ii) the Purchased Assets are subject Borrower grants the Collateral Agent, for the benefit of the Lender and the Hedge Counterparty, a security interest in all of the Borrower's rights relating to the Contracts and all Servicing Records to secure the obligation of the Borrower or its designee to service in conformity with this AgreementSection and any other obligation of the Borrower to the Lender. Seller Each of FinPac and the Borrower covenants to safeguard such Servicing Records and to deliver them promptly to Buyer the Lender or its designee (including the Collateral Agent) at Buyer’s request. (c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis and/or (ii) terminate Seller (as the servicer), Primary Servicer or any other servicer or sub servicer request of the Purchased Assets with or without cause, in each case without payment of any termination feeLender. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance with the applicable Servicing Agreement and so long as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to Seller and each such servicer of an Event of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyer. (e) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement. (f) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s request.

Servicing. (a) Each servicer of any Purchased Asset (including The Borrower covenants to maintain or cause the Primary Servicer) shall service the Assets for the benefit of Buyer and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall Mortgage Loans to be subject serviced pursuant to the prior written approval of Buyer, not to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer (including the Primary Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices; provided that, without prior written consent of Buyer in its sole discretion as required by Article 7(e), no servicer (including the Primary Servicer) of any of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e)Agreement. (b) Seller During the period the Servicer is servicing the Mortgage Loans, (i) the Borrower agrees that Buyer is the owner of Lender has a first priority perfected security interest in all servicing records, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets such Mortgage Loans (the “"Servicing Records”"), so long as and (ii) the Purchased Assets are subject Borrower grants the Lender a security interest in all servicing fees, the Borrower's rights relating to the Mortgage Loans and all Servicing Records, to secure the obligation of such Approved Mortgage Originator or its designee to service in conformity with this AgreementSection and the Servicing Agreement and any other obligations of the Borrower to the Lender. Seller The Borrower covenants to safeguard safeguard, such Servicing Records and to deliver them promptly to Buyer the Lender or its designee (including the Custodian) at Buyer’s the Lender's request. (c) Upon If the Mortgage Loans are serviced by a Subservicer, the Borrower shall provide a copy of the related servicing agreement to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage Loans, which shall be in the form and substance acceptable to Lender (the "Servicing Agreement") and shall have obtained the written consent of the Lender for such Subservicer to subservice the Mortgage Loans. (d) The Borrower agrees that upon the occurrence and during the continuance of an Event of Default, Buyer may, the Lender may terminate ABC in its sole discretioncapacity as servicer and terminate any Servicing Agreement. In addition, (i) sell its right the Borrower shall provide to the Purchased Assets on Lender a servicing released basis and/or (ii) terminate Seller (as letter from the servicer), Primary Servicer or any other servicer or sub servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant Borrower to the Primary effect that upon the occurrence of an Event of Default, the Lender may terminate any Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing direct that each servicer and/or sub servicer shall transfer all Income collections with respect to the Purchased Assets Mortgage Loans be remitted in accordance with the applicable Servicing Agreement and so long as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer Lender's instructions. The Borrower agrees to Seller and each such servicer cooperate with the Lender in connection with the transfer of an Event of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyerservicing. (e) The payment After the Closing Date, until the pledge of servicing fees shall be subordinate any Mortgage Loan is relinquished by the Custodian, the Borrower will have no right to payment modify or alter the terms of amounts outstanding under the Mortgage Loan or consent to the modification or alteration of the terms of any Transaction Mortgage Loan, and this the Borrower will have no obligation or right to repossess any Mortgage Loan or substitute another Mortgage Loan, except as provided in any Custodial Agreement. (f) For The Borrower shall permit the avoidance of doubtLender to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days' prior notice) at a mutually convenient time, Seller retains no economic rights to the servicing, other than Seller’s rights under the Primary Servicing Agreement Borrower's or any other Related Party's servicing agreement related to facilities, as the Purchased Assets. As suchcase may be, Seller expressly acknowledges for the purpose of satisfying the Lender that the Purchased Assets are sold Borrower or such Related Party, as the case may be, has the ability to Buyer on service the Mortgage Loans as provided in this Loan Agreement. In addition, with respect to any Subservicer which is not a “Related Party, the Borrower shall use its best efforts to enable the Lender to inspect the servicing released” basis with facilities of such servicing retained by the ServicerSubservicer. (g) Seller To the extent that any provision of this Section 11.15 shall cause each servicer be in conflict with the provisions of a Purchased Asset to provide to Buyer via electronic transmissionthe Servicing Agreement, promptly upon request by Buyer a the provisions of the Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s requestAgreement shall control.

Servicing. (a) Each servicer Borrower covenants to maintain or cause the servicing of any Purchased Asset (including the Primary Servicer) shall service Mortgage Loans to be maintained in conformity with accepted and prudent servicing practices in the Assets industry for the benefit same type of Buyer mortgage loans as the Mortgage Loans and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject in a manner at least equal in quality to the prior written approval of Buyerservicing each Borrower provides for mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, not to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer servicing contract shall terminate automatically upon the earliest of (including i) an Event of Default, (ii) the Primary Servicerdate on which all the Secured Obligations have been paid in full or (iii) to service the Purchased Assets at Seller’s sole cost and for transfer of servicing approved by the benefit of Buyer in accordance with Accepted Servicing Practices; provided that, without prior written consent of Buyer in its sole discretion as required by Article 7(e), no servicer (including the Primary Servicer) of any of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e)Borrowers. (b) Seller If the Mortgage Loans are serviced by a Borrower, (i) such Borrower agrees that Buyer the Lender is the owner collateral assignee of all servicing records, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets Mortgage Loans (the “"Servicing Records”"), so long as and (ii) such Borrower grants the Purchased Assets are subject Lender a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of each Borrower or its designee to service in conformity with this AgreementSection and any other obligation of the Borrowers to the Lender. Seller The Borrowers covenants to safeguard such Servicing Records and to deliver them promptly to Buyer the Lender or its designee (including the Custodian) at Buyer’s the Lender's request. (c) Upon If the Mortgage Loans are serviced by a third party servicer other than Aames Funding Corporation (such third party servicer, the "Servicer"), the Borrowers (i) shall provide a copy of the servicing agreement to the Lender, which shall be in form and substance acceptable to the Lender (the "Servicing Agreement"), and (ii) shall provide a Servicer Notice to the Servicer substantially in the form of Exhibit G hereto (a "Servicer Notice") and shall cause the Servicer to acknowledge and agree to the same, and (iii) hereby irrevocably assigns to the Lender and the Lender's successors and assigns all right, title, interest of the Borrowers in, to and under, and the benefits of, any Servicing Agreement with respect to the Mortgage Loans. Any successor to the Master Servicer shall be approved in writing by the Lender and shall acknowledge and agree to a Servicer Notice prior to such successor's assumption of servicing obligations with respect to the Mortgage Loans. (d) If the servicer of the Mortgage Loans is a Borrower or the Servicer is an Affiliate of a Borrower, such Borrower shall provide to the Lender a letter from the Borrowers or the Servicer, as the case may be, to the effect that upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis and/or (ii) Lender may terminate Seller (as the servicer), Primary Servicer or any other servicer or sub servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance with the applicable Servicing Agreement and so long as in any Purchased Asset is owned by Buyer hereunderevent transfer servicing to the Lender's designee, following notice from Buyer at no cost or expense to Seller the Lender, it being agreed that the Borrowers will pay any and each such servicer all fees required to terminate the Servicing Agreement and to effectuate the transfer of an Event servicing to the designee of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyerthe Lender. (e) The payment After the Funding Date, until the pledge of servicing fees shall be subordinate any Mortgage Loan is relinquished by the Custodian, the Borrowers will have no right to payment modify or alter the terms of amounts outstanding under any Transaction such Mortgage Loan and this the Borrowers will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in the Custodial Agreement. (f) For In the avoidance of doubtevent a Borrower or its Affiliate is servicing the Mortgage Loans, Seller retains no economic rights such Borrower shall permit the Lender to inspect such Borrower's or its Affiliate's servicing facilities, as the servicingcase may be, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (purpose of satisfying the Lender that such Borrower or any portion thereof) prior its Affiliate, as the case may be, has the ability to service the date of Buyer’s requestMortgage Loans as provided in this Loan Agreement.

Servicing. (a) Each servicer Seller covenants to maintain or cause the servicing of any Purchased Asset (including the Primary Servicer) shall service Mortgage Loans to be maintained in conformity with accepted and prudent servicing practices in the Assets industry for the benefit same type of Buyer mortgage loans as the Mortgage Loans and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject in a manner at least equal in quality to the prior written approval of Buyerservicing Seller provides for mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, not to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer servicing contract shall terminate automatically upon the earliest of (including i) an Event of Default, (ii) the Primary Servicerdate on which this Agreement terminates or (iii) to service the Purchased Assets at Seller’s sole cost and for the benefit transfer of Buyer in accordance with Accepted Servicing Practices; provided that, without prior written consent of Buyer in its sole discretion as required servicing approved by Article 7(e), no servicer (including the Primary Servicer) of any of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e)Buyer. (b) If the Mortgage Loans are serviced by Seller, Seller agrees that Buyer is the owner of all servicing records, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets the Mortgage Loans (the “"Servicing Records”"), so long as the Purchased Assets are subject to this Agreement. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Buyer’s 's request. (c) Upon If the Mortgage Loans are serviced by a person other than Seller (such third party the "Servicer"), Seller (i) shall, in accordance with Section (3)(b)(7), provide a copy of the servicing agreement to Buyer, which shall be in form and substance acceptable to Buyer (the "Servicing Agreement"), and shall provide a Servicer Notice to Buyer substantially in the form of Exhibit VII hereto, fully executed by Seller and the Servicer; and (ii) hereby irrevocably assigns to Buyer and Buyer's successors and assigns all right, title and interest of Seller in, to and under, and the benefits of, any Servicing Agreement with respect to the Mortgage Loans. Seller agrees that no Person shall assume the servicing obligations with respect to the Mortgage Loans as successor to the Servicer unless such successor is approved in writing by Buyer prior to such assumption of servicing obligations. (d) If the servicer of the Mortgage Loans is Seller, upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its shall have the right to terminate the Purchased Assets on a servicing released basis and/or (ii) terminate Seller (as the servicer), Primary Servicer or any other servicer or sub servicer of the Purchased Assets with Mortgage Loans and transfer servicing to Buyer's designated Servicer, at no cost or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant expense to the Primary Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretionat any time thereafter. If the Purchased Assets are serviced by such a Servicer of the Mortgage Loans is not Seller, Buyer approved sub-servicer or any other servicershall have the right, Seller shall, irrevocably assign all rights, title and interest (if any) as contemplated in the servicing agreements in applicable Servicer Notice, upon the Purchased Assets occurrence of an Event of Default, to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance with the terminate any applicable Servicing Agreement and so long transfer servicing to Buyer's designated Servicer, at no cost or expense to Buyer, it being agreed that Seller will pay any and all fees required to terminate such Servicing Agreement and to effectuate the transfer of servicing to Buyer's designated Servicer, as well as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to Seller servicing fees and each such servicer of an Event of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard expenses payable to such Purchased Asset other than as specifically directed by BuyerServicer. (e) The payment After the Purchase Date, until the repurchase of servicing fees shall be subordinate any Mortgage Loan, Seller will have no right to payment modify or alter the terms of amounts outstanding under any Transaction such Mortgage Loan and this Seller will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, in each case except as provided in the Custodial and Disbursement Agreement. (f) For In the avoidance of doubtevent Seller or its Affiliate is servicing the Mortgage Loans, Seller retains no economic rights shall permit Buyer to inspect Seller's or its Affiliate's servicing facilities, as the servicingcase may be, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (purpose of satisfying Buyer that Seller or any portion thereof) prior its Affiliate, as the case may be, has the ability to service the date of Buyer’s requestMortgage Loans as provided in this Agreement.

Servicing. (a) Each servicer of any Purchased Asset (including including, without limitation, the Repo Servicer and the Primary Servicer) shall service the Purchased Assets for the benefit of Buyer and BuyerB▇▇▇▇’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject to the prior written approval of Buyer, not to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer (including including, without limitation, the Repo Servicer and the Primary Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices; provided that, without prior written consent of Buyer in its sole discretion as required by Article 7(e7(d), no servicer (including including, without limitation, the Repo Servicer and the Primary Servicer) of any of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e7(d). (b) Seller agrees that Buyer is the owner of all Servicing Rights, servicing records, including, but not limited to, any and all servicing agreements (including, without limitation, the Primary Servicing Agreement, the Repo Servicing Agreement or any other servicing and/or subservicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing and/or subservicing of Purchased Assets (the “Servicing Records”), so long as the Purchased Assets are subject to this Agreement. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request. (c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis and/or (ii) terminate Seller (as the servicer)Primary Servicer, Primary Repo Servicer or any other servicer or sub sub-servicer of the Purchased Assets (including, without limitation, Seller, in its capacity as servicer of the Purchased Assets), with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement or Repo Servicer pursuant to the Repo Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers other than the Repo Servicer (including, without limitation, the Primary Servicer) and sub-servicers engaged by Seller to execute a Direct Agreement the Servicer Notice with Buyer acknowledging Buyer’s ownership of the Purchased Assets and Servicing Rights and Buyer’s security interest and agreeing that each servicer and/or sub servicer shall immediately transfer all Income and other amounts with respect to the Purchased Assets to Buyer in accordance with the applicable Servicing Agreement and so long as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to Seller and each such servicer of an Event of Default under this Agreement, each such servicer (including the Repo Servicer and Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyer. Seller shall cause each Servicing Agreement (including the Repo Servicing Agreement) to be consistent with the terms of this Agreement and each Servicer (including the Repo Servicer) to comply with such terms. (e) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement. (f) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to of the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the ServicerBuyer. (g) Contemporaneously with the execution of this Agreement on the Closing Date, Buyer, Seller and Repo Servicer shall cause enter into the Repo Servicing Agreement. The Repo Servicing Agreement shall automatically terminate on the (thirtieth) 30th day following its execution and at the end of each servicer of a Purchased Asset to provide to thirty (30) day period thereafter, unless, in each case, Buyer via electronic transmissionshall agree, promptly upon request by Buyer a Servicing Tape for the quarter (or any portion thereof) prior written notice to the Repo Servicer to be delivered on or before the Remittance Date immediately preceding each such scheduled termination date, to extend the termination date an additional thirty (30) days. Neither Seller nor Repo Servicer may assign its rights or obligations under the Repo Servicing Agreement without the prior written consent of Buyer’s request.

Servicing. (a) Each servicer Seller covenants to maintain or cause the servicing of any the Purchased Asset (including the Primary Servicer) shall service the Assets for the benefit of Buyer and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject to the prior written approval of Buyer, not Loans to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer (including the Primary Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer maintained in accordance conformity with Accepted Servicing Practices; provided thatPractices and pursuant to the related underlying Servicing Agreement. In the event that the preceding language is interpreted as constituting one or more servicing contracts, without prior written consent each such servicing contract shall terminate automatically upon the earliest of (i) the termination thereof by Buyer pursuant to subsection (d) below, (ii) thirty (30) days after the last Purchase Date of such Purchased Loan, (iii) a Default or an Event of Default, (iv) the date on which all the Obligations have been paid in its sole discretion full, or (v) the transfer of servicing to any entity approved by Buyer and the assumption thereof by such entity. Upon any such termination, Seller shall comply with the requirements set forth in Section 13(hh) as required by Article 7(e), no servicer (including to the Primary Servicer) of any delivery of the Servicing Records and the physical servicing of each Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e)Loan. (b) During the period Seller or Servicer is servicing the Purchased Loans, (i) Seller agrees that Buyer is the owner of the Servicing Rights and all servicing records, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data basesdatabases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets such Loans (the “Servicing Records”), so long as and (ii) Seller grants and shall direct Servicer to grant Buyer a security interest in all servicing fees and rights relating to the Purchased Assets are subject Loans and all Servicing Records to secure the obligation of Servicer, Seller or its respective designee to service in conformity with this Section 43 and any other obligation of Seller and/or Servicer to Buyer. At all times during the term of this Agreement. , Seller covenants shall direct Servicer to safeguard covenant to hold such Servicing Records in trust for Buyer and to safeguard, or cause each Subservicer to safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the related Servicing Agreement promptly to Buyer or its designee (including Custodian) at Buyer’s requestrequest or otherwise as required by operation of Section 13(hh) hereof. It is understood and agreed by the parties that prior to an Event of Default, Seller shall direct Servicer to retain the servicing fees with respect to the Purchased Loans. (c) Upon If any Loan that is proposed to be sold on a Purchase Date is serviced by Servicer or a servicer other than Servicer (a “Subservicer”), or if the occurrence servicing of any Purchased Loan is to be transferred to a Subservicer, Seller shall provide a copy of the related servicing agreement and during an Instruction Letter executed by Servicer or such Subservicer, as applicable (collectively, the continuance “Servicing Agreement”) to Buyer at least three (3) Business Days prior to such Purchase Date or transfer date, as applicable, which Servicing Agreement shall be in form and substance acceptable to Buyer. In addition, Seller shall have obtained the prior written consent of an Event of DefaultBuyer for such Subservicer to subservice the Loans. (d) In addition to the rights provided in Section 43(a), Buyer mayshall have the right, exercisable at any time in its sole discretion, (i) sell its right upon written notice, to the Purchased Assets on a servicing released basis and/or (ii) terminate Seller (as the servicer), Primary Servicer or any other Subservicers as servicer or sub servicer of the Purchased Assets with or without causesubservicer, in each case without payment respectively, and any related Servicing Agreement free and clear of any termination fee. obligations (d) including without limitation any obligation to pay or reimburse any previous servicer for outstanding servicing advances). Upon any such termination, Seller shall not employ sub-servicers or any other servicer other than Primary shall direct Servicer pursuant to the Primary Servicing Agreement transfer or shall cause Subservicer to service the transfer such servicing with respect to such Purchased Assets without the prior written approval of BuyerLoans to Buyer or its designee, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer at no cost or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets expense to Buyer. Seller agrees to and shall cause all servicers and sub-servicers engaged by Seller direct Servicer to execute a Direct Agreement cooperate with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance connection with the applicable Servicing Agreement and so long as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to Seller and each such servicer transfer of an Event of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyerservicing. (e) The payment After the Purchase Date, until the Repurchase Date, neither Seller nor Servicer will have any right to modify or alter the terms of servicing fees shall be subordinate the Loan or consent to payment the modification or alteration of amounts outstanding under the terms of any Transaction Loan, and this AgreementSeller and Servicer will have no obligation or right to repossess any Loan or substitute another Loan, except as provided in any Custodial Agreement or as consented to by Buyer in writing. (f) For Buyer shall have the avoidance of doubtright in its sole discretion to appoint a third party to perform due diligence with respect to Servicer’s servicing facilities at any time. Seller shall direct Servicer to cooperate with Buyer and/or its designees to provide access to Servicer’s servicing facilities including without limitation its books and records with respect to Servicer’s servicing portfolio and the Purchased Loans. In addition to the foregoing, Seller retains no economic rights shall direct Servicer to permit Buyer to inspect upon reasonable prior written notice at a mutually convenient time, Servicer’s or its Affiliate’s servicing facilities, as the servicingcase may be, other than for the purpose of satisfying Buyer that Servicer or its Affiliate, as the case may be, has the ability to service the Loans as provided in this Agreement. In addition, with respect to any Subservicer which is not an Affiliate of Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that shall use its best efforts to enable Buyer to inspect the Purchased Assets are sold servicing facilities of such Subservicer and to cause such Subservicer to cooperate with Buyer on a “servicing released” basis and/or its designees in connection with such servicing retained by the Servicer. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request any due diligence performed by Buyer a Servicing Tape for the quarter (and/or such designees in accordance with this Section 43(f). Seller and Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with any due diligence or any portion thereofinspection performed pursuant to this Section 43(f) prior to the date of shall be paid by Buyer’s request.

Servicing. (a) Each servicer The Purchaser and the Administrator hereby appoint the Servicer as agent for the Purchaser to service the Purchased Accounts and to enforce the Purchaser's rights and interests in each Purchased Account and to serve in such capacity until the termination of its responsibilities pursuant to paragraphs (g) or (h). The Servicer agrees to perform its duties and obligations set forth herein. The Servicer may, with the prior written consent of the Administrator, subcontract with a subservicer (a "SubServicer") for collection, servicing or administration of the Accounts except, that (i) the Servicer shall continue to perform its obligations with respect to Collections of Government Accounts, (ii) the Servicer shall remain liable for the performance of the duties and obligations of the Servicer, notwithstanding any arrangements it may have with any SubServicer, (iii) any agreement relating to such subservicing shall be assignable to the Purchaser, the Administrator or a third party designated by either of them, and (iv) any agreement that may be entered into relating to the Purchased Asset Accounts involving a SubServicer shall be between the SubServicer and the Servicer alone, and the Purchaser and Administrator shall have no obligations, duties or liabilities with respect to the SubServicer. (b) The Servicer shall conduct the servicing, administration and collection of the Purchased and nonpurchased Accounts and shall take, or cause to be taken, all actions as may be necessary or advisable to service, administer and collect each Purchased and nonpurchased Account, all in accordance with (i) customary and prudent servicing procedures for health care accounts receivable of a similar type, (ii) all applicable laws, rules and regulations (including Medicare, Medicaid and CHAMPUS regulations), and (iii) without limitation as to its obligations under the Primary Servicerpreceding clauses (i) and (ii), no less a standard of care than that which it applies to Accounts it services for its own account. Any documents relating to the Purchased Accounts in the possession of the Servicer shall service be held in trust by the Assets Servicer for the benefit of Buyer the Purchaser and Buyer’s successors any assignee of the Purchaser. (c) The duties of the Servicer shall include, without limitation: (i) preparing and assignssubmitting claims to, and handling post-billing liaison with, Obligors; (ii) arranging for the direct remittance of all Collections to the Commercial Lockbox (other than Collections with respect to Government Accounts, which it shall arrange to be remitted directly to the Government Lockbox) and remitting promptly, and in any event within one Business Day of receipt, to the Commercial Lockbox or the Government Lockbox, as the case may be, any Collections the Servicer or the Provider may receive. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) Until so remitted, such collections shall be subject to the prior written approval of Buyer, not to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer (including the Primary Servicer) to service the Purchased Assets at Seller’s sole cost and held in trust for the benefit of Buyer the Purchaser; (iii) maintaining all necessary servicing records with respect to the Purchased Accounts and providing such reports to the Administrator in accordance with Accepted Servicing Practices; provided that, without prior written consent respect of Buyer in its sole discretion as required by Article 7(e), no servicer (including the Primary Servicer) of any servicing of the Purchased Assets shall take Accounts as may be required hereunder or as the Administrator may reasonably request; (iv) at any action time and from time to time at reasonable intervals and during regular business hours, permitting the Purchaser, the Administrator or any of their respective agents, designees or representatives, (A) to examine and make copies of and abstracts from all servicing records, and (B) to visit the offices and properties of the Servicer for the purpose of examining such servicing records, and to discuss with employees of the Servicer matters relating to the Accounts or the Servicer's performance under this Agreement; and (v) immediately notifying the Administrator of (A) any action, suit, proceeding, dispute, offset, deduction, defense or counterclaim that, to the knowledge of the Servicer, is or may be asserted by an Obligor with respect to any Purchased Asset described in Article 7(eAccount and (B) the occurrence of a Termination Event or an event which, with notice or lapse of time or both would be a Termination Event (such notice shall set forth the details of such event and any action which the Servicer has taken or proposes to take with respect thereto). (bd) Seller agrees that Buyer is Each of the owner of all servicing records, including, but not limited to, Provider and the Purchaser hereby authorizes the Servicer (including any successor thereto) to take any and all servicing agreements (reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the sale of the Purchased Accounts to the Purchaser, to collect all amounts due under any and all Purchased Accounts, including, without limitation, the Primary Servicing Agreement endorsing either of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction, or any other servicing agreement relating to the servicing of any partial or all of the Purchased Assets) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuations, other closing documentation, payment history recordsfull release or discharge, and any all other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Records”)comparable instruments, so long as the Purchased Assets are subject to this Agreement. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee at Buyer’s request. (c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis and/or (ii) terminate Seller (as the servicer), Primary Servicer or any other servicer or sub servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance with Accounts and, after the applicable Servicing Agreement and so long as delinquency of any Purchased Asset is owned by Buyer hereunderAccount, following notice from Buyer to Seller and each such servicer commence proceedings with respect to enforcing payment of an Event of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than Accounts, and adjusting, settling or compromising the Account or payment thereof, to the same extent as specifically directed by Buyerthe Provider could have done if it had continued to own such Account. In no event shall the Servicer be entitled to make the Purchaser or the Administrator a party to any litigation without such party's express prior written consent. (e) The payment of As compensation for its servicing fees activities hereunder, the Servicer shall be subordinate entitled to receive a servicing fee equal to the Servicing Fee Percentage (as set forth in Schedule 2) of the Purchased Receipts minus any adjustment to such amount pursuant to Section 7(d) (the "Servicing Fee"). Such Servicing Fee shall be payable as provided in Section 5(b). The Servicer shall be required to pay for all expenses incurred by the Servicer in connection with its activities hereunder without reimbursement and shall not be entitled to any payment of amounts outstanding under any Transaction and this Agreementother than the Servicing Fee. (f) For The Servicer agrees to comply with all laws, rules and regulations applicable to it and with all Contracts to which it is a party and to maintain its existence and all authorizations necessary or desirable to carry out its duties hereunder. Without the avoidance written consent of doubtthe Administrator the Servicer shall not: (i) sell, Seller retains no economic rights assign or otherwise dispose of, or create or suffer to exist any adverse claim upon or with respect to any Purchased Account or related Contract, or upon or with respect to the servicing, other than Seller’s rights under Government Lockbox or the Primary Servicing Agreement Commercial Lockbox or any other servicing agreement account to which any Collections of any Purchased Account are deposited, or assign any right to receive income in respect thereof; (ii) extend, amend or otherwise modify the terms of any Purchased Account, or amend, modify or waive any term or condition of any related Contract; (iii) make any material change in the character of its business; (iv) make any change in the instructions to Obligors to make payment to the Purchased Assets. As suchGovernment Lockbox or the Commercial Lockbox; or (v) merge or consolidate with, Seller expressly acknowledges that acquire all or substantially all of the Purchased Assets are sold assets or capital stock of, or otherwise combine with, any person, or permit any of its subsidiaries to Buyer on a “servicing released” basis with such servicing retained by the Servicerdo so. (g) Seller The Servicer shall cause each servicer not resign from its duties under this Agreement except upon a determination that (a) the performance of a Purchased Asset such duties has become impermissible under applicable law, and (b) there is no reasonable action which the Servicer could take to provide make the performance of such duties permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced as to Buyer via electronic transmissionclause (a) by an opinion of counsel, promptly upon request by Buyer a Servicing Tape for at the quarter (or any portion thereof) prior Servicer's expense, to such effect delivered to the date Administrator. No such resignation shall become effective until a Successor Servicer acceptable to both the Purchaser and the Administrator shall have assumed the responsibilities and obligations of Buyer’s requestthe Servicer in accordance with this Agreement.

Servicing. (a) Each servicer of any Purchased Asset (including including, without limitation, the Repo Servicer and the Primary Servicer) shall service the Purchased Assets for the benefit of Buyer and Buyer▇▇▇▇▇’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject to the prior written approval of Buyer, not to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer (including including, without limitation, the Repo Servicer and the Primary Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices; provided that, without prior written consent of Buyer in its sole discretion as required by Article 7(e7(d), no servicer (including including, without limitation, the Repo Servicer and the Primary Servicer) of any of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e7(d). (b) Seller agrees that Buyer is the owner of all Servicing Rights, servicing records, including, but not limited to, any and all servicing agreements (including, without limitation, the Primary Servicing Agreement, the Repo Servicing Agreement or any other servicing and/or subservicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing and/or subservicing of Purchased Assets (the “Servicing Records”), so long as the Purchased Assets are subject to this Agreement. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request. (c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis and/or (ii) terminate Seller (as the servicer)Primary Servicer, Primary Repo Servicer or any other servicer or sub sub-servicer of the Purchased Assets (including, without limitation, Seller, in its capacity as servicer of the Purchased Assets), with or without cause, in each case without payment of any termination fee. For the avoidance of doubt, ▇▇▇▇▇ appoints Primary Servicer as the loan servicer, so long as no Event of Default has occurred and is continuing and for so long as Primary Servicer maintains compliance with all applicable terms and conditions of the Primary Servicing Agreement. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement or Repo Servicer pursuant to the Repo Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers other than the Repo Servicer (including, without limitation, the Primary Servicer) and sub-servicers engaged by Seller to execute a Direct Agreement the Servicer Notice with Buyer acknowledging Buyer’s ownership of the Purchased Assets and Servicing Rights and Buyer’s security interest and agreeing that each servicer and/or sub servicer shall immediately transfer all Income and other amounts with respect to the Purchased Assets to Buyer in accordance with this Agreement, the applicable Servicing Agreement and the Servicer Notice, as applicable, and so long as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to Seller and each such servicer of an Event of Default under this Agreement, each such servicer (including the Repo Servicer and Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyer. Seller shall cause each Servicing Agreement (including the Repo Servicing Agreement) to be consistent with the terms of this Agreement and each Servicer (including the Repo Servicer) to comply with such terms. (e) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement. (f) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to of the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the ServicerBuyer. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s request.

Servicing. (a) Each servicer Seller covenants to maintain or cause the servicing of any Purchased Asset (including the Primary Servicer) shall service Mortgage Loans to be maintained in conformity with accepted and prudent servicing practices in the Assets industry for the benefit same type of Buyer and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including mortgage loans as the Primary Servicer) shall be subject Mortgage Loans, in a manner at least equal in quality to the prior written approval of Buyer, not servicing Seller provides for mortgage loans which it owns and according to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer (including the Primary Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices; provided that. In the event that the preceding language is interpreted as constituting one or more servicing contracts, without prior written consent each such servicing contract shall terminate automatically upon the earliest of Buyer in its sole discretion as required (i) an Event of Default, (ii) the date on which this Agreement terminates or (iii) the transfer of servicing approved by Article 7(e), no servicer (including the Primary Servicer) of any of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e)Buyer. (b) If a Mortgage Loan is serviced by Seller, Seller agrees that Buyer is the owner of all servicing records, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets such Mortgage Loan (the “"Servicing Records”"), so long as the Purchased Assets are subject to this Agreement. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Buyer’s 's request. (c) Upon If the Mortgage Loans are serviced by a person other than Seller (such third party, a "Third-Party Servicer" and together with Seller, as Servicer, each a "Servicer"), Seller (i) shall, in accordance with Section (3)(b)(7), provide a copy of the servicing agreement to Buyer, which shall be in form and substance acceptable to Buyer (the "Servicing Agreement"), and shall provide a Servicer Notice to Buyer substantially in the form of Exhibit VIII hereto, fully executed by Seller and Servicer; and (ii) hereby irrevocably assigns to Buyer and Buyer's successors and assigns all right, title and interest of Seller in, to and under, and the benefits of, any Servicing Agreement with respect to the Mortgage Loans. Seller agrees that no Person shall assume the servicing obligations with respect to the Mortgage Loans as successor to the Servicer unless such successor is approved in writing by Buyer prior to such assumption of servicing obligations. (d) If the Servicer of the Mortgage Loans is Seller, upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its shall have the right to terminate the Purchased Assets on a servicing released basis and/or (ii) terminate Seller (as the servicer), Primary Servicer or any other servicer or sub servicer of the Purchased Assets with Mortgage Loans and transfer servicing to Buyer's designated successor Servicer, at no cost or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant expense to the Primary Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretionat any time thereafter. If the Purchased Assets are serviced by such a Servicer of the Mortgage Loans is not Seller, Buyer approved sub-servicer or any other servicershall have the right, Seller shall, irrevocably assign all rights, title and interest (if any) as contemplated in the servicing agreements in applicable Servicer Notice, upon the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance with the applicable Servicing Agreement and so long as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to Seller and each such servicer occurrence of an Event of Default related to a default under this the Servicing Agreement, each to terminate any applicable Servicing Agreement and transfer servicing to Buyer's designated successor Servicer, at no cost or expense to Buyer, it being agreed that Seller will pay any and all fees required to terminate such servicer (including Primary Servicing Agreement and to effectuate the transfer of servicing to Buyer's designated successor Servicer) or sub-servicer shall take no action with regard , as well as any servicing fees and expenses payable to such Purchased Asset other than as specifically directed by BuyerThird-Party Servicer and successor Servicer. (e) The payment After the Purchase Date, until the repurchase of servicing fees shall be subordinate any Mortgage Loan, Seller will have no right to payment modify or alter the terms of amounts outstanding under any Transaction such Mortgage Loan other than in accordance with the terms of the Servicing Agreement and this AgreementSeller will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan. (f) For In the avoidance of doubtevent Seller or its Affiliate is servicing the Mortgage Loans, Seller retains no economic rights shall permit Buyer to inspect Seller's or its Affiliate's servicing facilities, as the servicingcase may be, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (purpose of satisfying Buyer that Seller or any portion thereof) prior its Affiliate, as the case may be, has the ability to service the date of Buyer’s requestMortgage Loans as provided in this Agreement.

Servicing. (a) Each servicer of any Purchased Asset Parent Borrower shall administer and service (including or cause to be administered and serviced by the Primary Servicer) shall service the Collateral Assets for the benefit of Buyer and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject to the prior written approval of Buyer, not to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer (including the Primary Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer in accordance with the terms of this Agreement, the Collateral Asset Documents, Accepted Servicing Practices; provided that, without prior Practices and applicable law. Parent Borrower shall obtain the written consent of Buyer in its sole discretion as required by Article 7(e), no Bank prior to appointing any servicer (including the Primary Servicer) of any or sub-servicer of the Purchased Collateral Assets shall take and entering into any action servicing or sub-servicing agreement with respect to any Purchased Asset described in Article 7(e)the Collateral Assets. (b) Seller B▇▇▇▇▇▇▇ agrees that Buyer Bank is the owner collateral assignee of all servicing records, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased the Collateral Assets (the “Servicing Records”), so long as and Borrower grants Bank a security interest in all of Borrower’s rights relating to all Servicing Records to secure the Purchased Assets are subject obligations of Borrower or its designee to service in conformity with this AgreementSection and any other obligation of Borrower to Bank. Seller Borrower covenants to safeguard such Servicing Records and and, during the existence of an Event of Default, to deliver them promptly to Buyer Bank or its designee at BuyerBank’s request. (c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis and/or (ii) terminate Seller (as the servicer), Primary Servicer or any other servicer or sub servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee. (d) Seller Borrower shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service the Purchased Assets Collateral Asset without the prior written approval of BuyerBank, in Buyer’s sole discretion. If not to be unreasonably withheld. (d) Upon the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance with the applicable Servicing Agreement and so long as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to Seller and each such servicer occurrence of an Event of Default under this Agreementhereunder, each such servicer (including Primary Servicer) or Bank shall have the right to immediately terminate, and/or to require Borrower to immediately terminate, Servicer and/or any sub-servicer servicer’s right to service the Collateral Asset and Bank shall take no action not be responsible for payment of any penalty or termination fee, and shall have the right to appoint a successor agent acceptable to Bank in accordance with regard the Collateral Asset Documents. Borrower shall cooperate in transferring the servicing of the Collateral Asset to such Purchased Asset other than as specifically directed a successor agent appointed by BuyerBank in its sole discretion. (e) The payment of servicing fees Borrower shall be subordinate to payment of amounts outstanding under any Transaction responsible for paying all costs, fees and this Agreement. (f) For the avoidance of doubt, Seller retains no economic rights expenses payable to the servicing, other than Seller’s rights under the Primary Servicing Agreement or Servicer and any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicersub-servicer for services performed. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s request.

Servicing. (a) Each servicer The Borrower covenants to maintain or cause the servicing of any Purchased Asset (including the Primary Servicer) shall service the Assets for the benefit of Buyer and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject to the prior written approval of Buyer, not Mortgage Loans to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer (including the Primary Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer maintained in accordance conformity with Accepted Servicing Practices; provided that. In the event that the preceding language is interpreted as constituting one or more servicing contracts, without prior written consent each such servicing contract shall terminate automatically upon the earliest of Buyer (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in its sole discretion as required by Article 7(e)full, no servicer or (including iii) the Primary Servicer) transfer of any of the Purchased Assets shall take any action with respect servicing to any Purchased Asset described in Article 7(e)entity approved by the Lender. (b) Seller During the period the Borrower is servicing the Mortgage Loans, (i) the Borrower agrees that Buyer is the owner of Lender has a first priority perfected security interest in all servicing records, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets such Mortgage Loans (the “"Servicing Records”"), so long as and (ii) the Purchased Assets are subject Borrower grants the Lender a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of the Borrower or its designee to service in conformity with this AgreementSection and any other obligation of Borrower to the Lender. Seller The Borrower covenants to safeguard such Servicing Records and to deliver them promptly to Buyer the Lender or its designee (including the Custodian) at Buyer’s the Lender's request. It is understood and agreed by the parties that prior to an Event of Default, the Borrower shall retain the servicing fees with respect to the Mortgage Loans. (c) Upon If the Mortgage Loans are serviced by any other third party servicer (such third party servicer, the "Subservicer"), the Borrower shall provide a copy of the related servicing agreement to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage Loans, which shall be in the form and substance acceptable to Lender (the "Servicing Agreement") and shall have obtained the written consent of the Lender for such Subservicer to subservice the Mortgage Loans. (d) The Borrower agrees that upon the occurrence and during the continuance of an Event of Default, Buyer may, the Lender may terminate the Borrower in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis and/or (ii) capacity as servicer and terminate Seller (as the servicer), Primary Servicer or any other servicer or sub servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance with the applicable Servicing Agreement and so long as any Purchased Asset is owned by Buyer hereundertransfer such servicing to the Lender or its designee, following notice from Buyer at no cost or expense to Seller and each such servicer the Lender. The Borrower agrees to cooperate with the Lender in connection with the transfer of an Event of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyerservicing. (e) The payment After the Funding Date, until the pledge of servicing fees shall be subordinate any Mortgage Loan is relinquished by the Custodian, the Borrower will have no right to payment modify or alter the terms of amounts outstanding under the Mortgage Loan or consent to the modification or alteration of the terms of any Transaction Mortgage Loan, and this the Borrower will have no obligation or right to repossess any Mortgage Loan or substitute another Mortgage Loan, except as provided in any Custodial Agreement. (f) For The Borrower shall permit the avoidance Lender to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrower's or its Affiliate's servicing facilities, as the case may be, for the purpose of doubt, Seller retains no economic rights to satisfying the servicing, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges Lender that the Purchased Assets are sold Borrower or its Affiliate, as the case may be, has the ability to Buyer on a “service the Mortgage Loans as provided in this Loan Agreement. In addition, with respect to any Subservicer which is not an Affiliate of the Borrower, the Borrower shall use its best efforts to enable the Lender to inspect the servicing released” basis with facilities of such servicing retained by the ServicerSubservicer. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s request.

Servicing. (a) Each servicer Loan Party covenants to maintain or cause the servicing of any Purchased Asset (including the Primary Servicer) shall service the Assets for the benefit of Buyer and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject to the prior written approval of Buyer, not Mortgage Loans to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer (including maintained in conformity with the Primary Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices; provided that. In the event that the preceding language is interpreted as constituting one or more servicing contracts, without prior written consent each such servicing contract shall terminate automatically upon the earliest of Buyer (i) an Event of Default, (ii) the date on which all the Obligations have been paid in its sole discretion as required full or (iii) the transfer of servicing approved by Article 7(e), no servicer (including the Primary Servicer) of any of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e)Loan Parties. (b) Seller agrees If the Mortgage Loans are serviced by the Loan Parties, (i) the Loan Parties agree that Buyer the Lender is the owner collateral assignee of all servicing records, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets Mortgage Loans (the “Servicing Records”), so long as and (ii) the Purchased Assets are subject Loan Parties grant the Lender a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of the Loan Parties or their designee to service in conformity with this AgreementSection and any other obligation of the Loan Parties to the Lender. Seller covenants The Loan Parties covenant to safeguard such Servicing Records and to deliver them promptly to Buyer the Lender or its designee at Buyerthe Lender’s request. (c) Upon If the Mortgage Loans are serviced by a third party servicer (such third party servicer, the “Servicer”), the Loan Parties (i) shall provide a copy of the servicing agreement to the Lender, which shall be in form and substance acceptable to the Lender (the “Servicing Agreement”), and (ii) shall provide a Servicer Notice to the Servicer substantially in the form of Exhibit C hereto (a “Servicer Notice”) and shall cause the Servicer to acknowledge and agree to the same. Any successor or assignee of a Servicer shall be approved in writing by the Lender and shall acknowledge and agree to a Servicer Notice prior to such successor’s assumption of servicing obligations with respect to the Mortgage Loans. (d) If the servicer of the Mortgage Loans is a Loan Party or the Servicer is an Affiliate of a Loan Party, such Loan Party shall provide to the Lender a letter from such Loan Party or the Servicer, as the case may be, to the effect that upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis and/or (ii) Lender may terminate Seller (as the servicer), Primary Servicer or any other servicer or sub servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance with the applicable Servicing Agreement and so long as in any Purchased Asset is owned by Buyer hereunderevent transfer servicing to the Lender’s designee, following notice from Buyer at no cost or expense to Seller the Lender, it being agreed that the Loan Parties will pay any and each such servicer all fees required to terminate the Servicing Agreement and to effectuate the transfer of an Event servicing to the designee of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyerthe Lender. (e) The payment After the Funding Date, until the pledge of servicing fees shall be subordinate any Mortgage Loan is relinquished by the Lender, the Loan Parties will have no right to payment modify or alter the terms of amounts outstanding under any Transaction such Mortgage Loan and this Agreementthe Loan Parties will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided herein. (f) For In the avoidance event the Loan Parties or their Affiliate are servicing the Mortgage Loans, the Loan Parties shall permit the Lender from time to time to inspect the Loan Parties’ or their Affiliates’ servicing facilities, as the case may be, for the purpose of doubt, Seller retains no economic rights to satisfying the servicing, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges Lender that the Purchased Assets are sold Loan Parties or their Affiliates, as the case may be, has the ability to Buyer on a “servicing released” basis with such servicing retained by service the ServicerMortgage Loans as provided in this Agreement. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s request.

Servicing. (a) Each servicer Subject to subsection (d) below, the Seller covenants to maintain or cause the servicing of any the Purchased Asset (including the Primary Servicer) shall service the Assets for the benefit of Buyer and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject to the prior written approval of Buyer, not Loans to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer (including the Primary Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer maintained in accordance conformity with Accepted Servicing Practices; provided thatPractices and pursuant to the related underlying Servicing Agreement, without prior written consent if any. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) the termination thereof by Buyer pursuant to subsection (d) below, (ii) thirty one (31) days after the last Purchase Date of such Purchased Loan, (iii) a Default or an Event of Default, (iv) the date on which all the Obligations have been paid in its sole discretion as required by Article 7(e)full, no servicer or (including v) the Primary Servicer) transfer of any of the Purchased Assets shall take any action with respect servicing to any Purchased Asset described in Article 7(e)entity approved by Buyer and the assumption thereof by such entity. (b) During the period the Seller is servicing the Purchased Loans for Buyer, (i) the Seller agrees that Buyer is the owner of all servicing recordsServicing Records relating to Purchased Loans that have not been repurchased, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets such Loans (the “Servicing Records”), so long as and (ii) the Seller grants Buyer a security interest in all servicing fees and rights relating to the Purchased Assets are subject Loans that have not been repurchased and all Servicing Records to secure the obligation of the Seller or its designee to service in conformity with this Section 42 and any other obligation of the Seller to Buyer. At all times during the term of this Agreement. , the Seller covenants to safeguard hold such Servicing Records in trust for Buyer and to safeguard, or cause each Subservicer to safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the related Servicing Agreement promptly to Buyer or its designee (including the Custodian) at Buyer’s reasonable request. It is understood and agreed by the parties that prior to an Event of Default, Seller, as servicer shall retain the servicing fees with respect to the Purchased Loans. (c) Upon If any Loan that is proposed to be sold on a Purchase Date is serviced by a servicer other than the occurrence Seller (a “Subservicer”), or if the servicing of any Purchased Loan is to be transferred to a Subservicer, the Seller shall provide a copy of the related servicing agreement and during an Instruction Letter executed by such Subservicer (collectively, the continuance “Servicing Agreement”) to Buyer at least three (3) Business Days prior to such Purchase Date or transfer date, as applicable, which Servicing Agreement shall be in form and substance reasonably acceptable to Buyer. In addition, the Seller shall have obtained the prior written consent of an Event of DefaultBuyer for such Subservicer to subservice the Loans, which consent may not unreasonably be withheld or delayed. Buyer mayshall have the right, exercisable at any time in its sole discretion, upon written notice, to terminate Seller or any Subservicers as servicer or subservicer, respectively, and any related Servicing Agreement (i) sell its right to the extent permitted therein) with respect to Purchased Assets on a servicing released basis and/or (ii) terminate Seller (as the servicer), Primary Servicer or any other servicer or sub servicer of the Purchased Assets with or without cause, in each case Loans that have not been repurchased without payment of any penalty or termination fee. Upon any such termination or upon the resignation of any Servicer, the Seller shall transfer or shall cause Subservicer to transfer such servicing with respect to such Purchased Loans to Buyer or its designee, appointed by Buyer in its sole discretion, at no cost or expense to Buyer in accordance with applicable laws and applicable Agency Guidelines. The Seller agrees to cooperate with Buyer in connection with the transfer of servicing. (d) After the Purchase Date, until the Repurchase Date, the Seller shall not employ sub-servicers will have no right to modify or alter the terms of the Loan or consent to the modification or alteration of the terms of any Loan, except as required by law, Agency Guidelines, FHA Regulations, requirements for VA Loans, Rural Housing Service Regulations, Accepted Servicing Practices, any Program Documents or other requirements, and the Seller will have no obligation or right to repossess any Loan or substitute another Loan, except as provided in any Custodial Agreement or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service the Purchased Assets Program Document, including, without the prior written approval limitation, Section 16 of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance with the applicable Servicing Agreement and so long as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to Seller and each such servicer of an Event of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyer. (e) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement. (f) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to of the Purchased AssetsLoans; provided that Seller shall continue to service the Purchased Loans hereunder as part of its Obligations hereunder. As such, Seller expressly acknowledges that the Purchased Assets Loans are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicerbasis. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s request.

Servicing. (a) Each servicer Borrower covenants to maintain or cause the servicing of any Purchased Asset (including the Primary Servicer) shall service Mortgage Loans to be maintained in conformity with accepted and prudent servicing practices in the Assets industry for the benefit same type of Buyer mortgage loans as the Mortgage Loans and Buyer’s successors and assignsin a manner at least equal in quality to the servicing the Borrower provides for mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the date on which all the Secured Obligations have been paid in full or (iii) the transfer of servicing approved by the Lender in writing. The appointment of each servicer of any Purchased Asset (including Lender hereby approves New Century as the Primary Servicer) shall be subject to the prior written approval of Buyer, not to be unreasonably withheld, conditioned or delayed. Seller shall cause each such initial servicer (including the Primary "Initial Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices; provided that, without prior written consent of Buyer in its sole discretion as required by Article 7(e), no servicer (including the Primary Servicer") of any of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e)Mortgage Loans. (b) Seller If the Mortgage Loans are serviced by New Century, (i) New Century agrees that Buyer the Lender is the owner collateral assignee of all servicing records, including, but not limited to, any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets Mortgage Loans (the “"Servicing Records”"), so long as and (ii) New Century grants the Purchased Assets are subject Lender a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of New Century or its designee to service in conformity with this AgreementSection and any other obligation of New Century to the Lender. Seller New Century covenants to safeguard such Servicing Records and to deliver them promptly to Buyer the Lender or its designee (including the Custodian) at Buyer’s the Lender's request. (c) Upon If the Mortgage Loans are serviced by a third party servicer (such third party servicer, the "Third Party Servicer") the Borrowers (i) shall provide a copy of the servicing agreement to the Lender, which shall be in form and substance acceptable to the Lender (the "Servicing Agreement"), and (ii) shall provide a Servicer Notice to the Third Party Servicer substantially in the form of Exhibit G hereto (a "Servicer Notice") and shall cause such Third Party Servicer to acknowledge and agree to the same. Any successor or assignee of a Third Party Servicer shall be approved in writing by the Lender and shall acknowledge and agree to a Servicer Notice prior to such successor's assumption of servicing obligations with respect to the Mortgage Loans. (d) If the Servicer of the Mortgage Loans is a Borrower or an Affiliate of a Borrower, the Borrower shall provide to the Lender a letter to the effect that upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis and/or (ii) Lender may terminate Seller (as the servicer), Primary Servicer or any other servicer or sub servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance with the applicable Servicing Agreement and so long as in any Purchased Asset is owned by Buyer hereunderevent transfer servicing to the Lender's designee, following notice from Buyer at no cost or expense to Seller the Lender, it being agreed that the Borrower will pay any and each such servicer all fees required to terminate the Servicing Agreement and to effectuate the transfer of an Event servicing to the designee of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyerthe Lender. (e) The payment After the Funding Date, until the pledge of servicing fees any Mortgage Loan is relinquished by the Custodian, (i) the Borrowers shall be subordinate give prior written notice to payment the Lender of amounts outstanding under any Transaction proposed modification or alteration to the terms of any such Mortgage Loan and this unless the Borrowers shall have received the Lender's written approval of such modification or alteration within five (5) Business Days thereafter, in the event the Borrowers nevertheless make such modification or alteration to the terms of such Mortgage Loan thereafter, such Mortgage Loan shall thereupon have a Collateral Value equal to zero, and (ii) the Borrowers will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in the Custodial Agreement. (f) For In the avoidance event any Borrower or its Affiliate is servicing the Mortgage Loans, the Borrower shall permit the Lender from time to time during business hours and upon prior reasonable notice (provided, that if a Default shall have occurred and be continuing, no such notice shall be required) to inspect the Borrower's or its Affiliate's servicing facilities, as the case may be, for the purpose of doubt, Seller retains no economic rights to satisfying the servicing, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges Lender that the Purchased Assets are sold Borrower or its Affiliate, as the case may be, has the ability to Buyer on a “servicing released” basis with such servicing retained by service the ServicerMortgage Loans as provided in this Loan Agreement. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s request.

Servicing. (a) Each servicer Seller covenants to maintain or cause the servicing of any the Purchased Asset (including the Primary Servicer) shall service the Assets for the benefit of Buyer and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject to the prior written approval of Buyer, not Loans to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer (including the Primary Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer maintained in accordance conformity with Accepted Servicing Practices; provided thatPractices and pursuant to the related underlying Servicing Agreement. In the event that the preceding language is interpreted as constituting one or more servicing contracts, without prior written consent each such servicing contract shall terminate automatically upon the earliest of (i) the termination thereof by Buyer pursuant to subsection (d) below, (ii) thirty (30) days after the last Purchase Date of such Purchased Loan, (iii) a Default or an Event of Default, (iv) the date on which all the Obligations have been paid in its sole discretion full, or (v) the transfer of servicing to any entity approved by Buyer and the assumption thereof by such entity. Upon any such termination, Seller shall comply with the requirements set forth in Section 13(hh) as required by Article 7(e), no servicer (including to the Primary Servicer) of any delivery of the Servicing Records and the physical servicing of each Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e)Loan. (b) During the period Seller is servicing the Purchased Loans, (i) Seller agrees that Buyer is the owner of the Servicing Rights and all servicing records, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets such Loans (the “Servicing Records”), so long as and (ii) Seller grants Buyer a security interest in all servicing fees and rights relating to the Purchased Assets are subject Loans and all Servicing Records to secure the obligation of Seller or its designee to service in conformity with this Section 43 and any other obligation of Seller to Buyer. At all times during the term of this Agreement. , Seller covenants to safeguard hold such Servicing Records in trust for Buyer and to safeguard, or cause each Subservicer to safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the related Servicing Agreement promptly to Buyer or its designee (including Custodian) at Buyer’s request. (c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis and/or (ii) terminate Seller (request or otherwise as the servicer), Primary Servicer or any other servicer or sub servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced required by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance with the applicable Servicing Agreement and so long as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to Seller and each such servicer of an Event of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyer. (e) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement. (f) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s request.operation of

Servicing. (a) Each servicer of any Purchased Asset (including other than the Primary Servicer) shall service the Assets for the benefit on behalf of Buyer Administrative Agent and BuyerAdministrative Agent’s successors and assigns. The appointment of each servicer of any Purchased Asset (including other than the Primary Servicer) shall be subject to the prior written approval consent of BuyerAdministrative Agent, not to which consent shall be unreasonably withheld, conditioned or delayedin Administrative Agent’s reasonable discretion. Seller shall cause each such servicer (including the Primary Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit on behalf of Buyer Administrative Agent in accordance with Accepted Servicing Practices; provided that, without prior written consent of Buyer Administrative Agent in its sole discretion as required by Article 7(e), no servicer (including the Primary Servicer) of any of the Purchased Assets shall take consent to any action Significant Modification with respect to any Purchased Asset described in Article 7(e)Asset. (b) Seller agrees that Buyer Administrative Agent is the owner of all servicing records, including, but not limited to, any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuations, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Records”), so long as the Purchased Assets are subject to this Agreement. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer Administrative Agent or its designee at BuyerAdministrative Agent’s request. (c) Upon the occurrence and during the continuance of an Event of Default, Buyer Administrative Agent may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis and/or (ii) terminate Seller (as the servicer), Primary Servicer or any other servicer or sub sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service the Purchased Assets without the prior written approval of BuyerAdministrative Agent, in BuyerAdministrative Agent’s sole discretion. If the Purchased Assets are serviced by such a Buyer Administrative Agent approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to BuyerAdministrative Agent. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement Re-Direction Letter with Buyer Administrative Agent acknowledging Buyer’s the security interest of Administrative Agent and agreeing that each servicer and/or sub sub-servicer shall transfer all Income with respect to the Purchased Assets in accordance with the applicable Servicing Agreement and so long as any Purchased Asset is owned by Buyer subject to a Transaction hereunder, following notice from Buyer Administrative Agent to Seller and each such servicer of an Event of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by BuyerAdministrative Agent. (e) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement. (f) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s request.

Servicing. (a) Each servicer The Borrower covenants to maintain or cause the servicing of any Purchased Asset (including the Primary Servicer) shall service the Assets to be maintained in conformity with accepted customary and prudent servicing practices in the industry for the benefit same type of Buyer assets as the Assets and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject in a manner at least equal in quality to the prior written approval of Buyer, not to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer servicing the Borrower provides for Assets which it owns (including the Primary Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer in accordance with "Accepted Servicing Practices; provided that"). In the event that the preceding language is interpreted as constituting one or more servicing contracts, without prior written consent each such servicing contract shall terminate automatically upon the earlier of Buyer in its sole discretion as required by Article 7(e)(i) an Event of Default, no servicer or (including ii) the Primary Servicer) of any of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e)Termination Date. (b) Seller The Borrower agrees that Buyer the Lender is the owner collateral assignee of all servicing records, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “"Servicing Records”"), so long as and (ii) the Purchased Borrower grants the Lender a security interest in all of the Borrower's rights relating to the Assets are subject and all Servicing Records to secure the obligation of the Borrower or its designee to service in conformity with this AgreementSection and any other obligation of the Borrower to the Lender. Seller The Borrower covenants to safeguard such Servicing Records and and, during the existence of an Event of Default, to deliver them promptly to Buyer the Lender or its designee (including the Custodian) at Buyer’s the Lender's request. (c) Upon After the occurrence and during Funding Date, until the continuance pledge of an Event any Asset is relinquished by the Custodian, the Borrower will have no right to materially modify or alter the terms of Default, Buyer may, such Asset Documents except with the prior written consent of the Lender in its sole discretion, (i) sell its to be exercised in good faith, and the Borrower will have no obligation or right to repossess such Asset or substitute another Asset, except as provided in the Purchased Assets on a servicing released basis and/or (ii) terminate Seller (Custodial Agreement; provided, that the Borrower may enter into forbearance agreements or plans with Obligors consistent with its collection activities as the servicer), Primary Servicer or any other servicer or sub servicer of the Purchased Assets and in conformity with Accepted Servicing Practices or without cause, in each case without payment of any termination feetake such other actions as are permitted under the Servicing Agreement. (d) Seller The Borrower shall not employ sub-servicers permit the Lender to inspect the Borrower's or any other servicer other than Primary Servicer pursuant to its Affiliate's servicing facilities, as the Primary Servicing Agreement case may be, for the purpose of satisfying the Lender that the Borrower or its Affiliate, as the case may be, has the ability to service the Purchased Assets without the prior written approval of Buyer, as provided in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance with the applicable Servicing Agreement and so long as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to Seller and each such servicer of an Event of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyer. (e) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Loan Agreement. (f) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s request.

Servicing. (a) Each servicer The Borrower covenants to maintain or cause the servicing of any Purchased Asset (including the Primary Servicer) shall service Collateral to be maintained in conformity with accepted and prudent servicing practices in the Assets industry for the benefit same type of Buyer collateral as the Collateral and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject in a manner at least equal in quality to the prior written approval of Buyerservicing the Borrower provides for mortgage loans, not to be unreasonably withheldmezzanine loans and equity interests which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, conditioned or delayed. Seller shall cause each such servicer servicing contract shall terminate automatically upon the earliest of (including i) an Event of Default; or (ii) the Primary Servicer) to service transfer of servicing approved by the Purchased Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices; provided that, without prior written consent of Buyer in its sole discretion as required by Article 7(e), no servicer (including the Primary Servicer) of any of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e)Borrower. (b) Seller If the Collateral is serviced by the Borrower, (i) the Borrower agrees and acknowledges that Buyer the Security Trustee is the owner assignee by way of security of all servicing records, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets Collateral (the “"Servicing Records”"), so long as the Purchased Assets are subject to this Agreement. Seller The Borrower covenants to safeguard such Servicing Records and to deliver them promptly to Buyer the Lender or its designee (including the Custodian) at Buyer’s the Security Trustee's request. (c) Upon If the Collateral is serviced by a third party servicer (such third party servicer, "the Servicer"), the Borrower (i) shall provide a copy of the servicing agreement to the Security Trustee and the Agent, which shall be in form and substance acceptable to the Agent, together with all addendums thereto (collectively, the "Servicing Agreement"); and (ii) shall provide a Servicer Notice to the Servicer substantially in the form of Schedule 16 (Servicer Notice) (a "Servicer Notice") and shall cause the Servicer to acknowledge and agree to the same. Any successor or assignee of a Servicer shall be approved in writing by the Agent and shall acknowledge and agree to a Servicer Notice prior to such successor’s assumption of servicing obligations with respect to any or all of the Collateral. (d) If the servicer of the Collateral is the Borrower or the Servicer is an Affiliate of the Borrower, the Borrower shall provide to the Agent and the Security Trustee a letter from the Borrower or the Servicer, as the case may be, to the effect that upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis and/or (ii) Security Trustee may terminate Seller (as the servicer), Primary Servicer or any other servicer or sub servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance with the applicable Servicing Agreement and so long as in any Purchased Asset is owned by Buyer hereunderevent transfer servicing to the Security Trustee's designee, following notice from Buyer at no cost or expense to Seller the Security Trustee, it being agreed that the Borrower will pay any and each such servicer all fees required to terminate the Servicing Agreement and to effectuate the transfer of an Event servicing to the designee of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyerthe Security Trustee. (e) The payment In the event the Borrower or its Affiliate is servicing the Collateral, the Borrower shall permit the Security Trustee and the Agent, upon advance written notice to the Borrower (unless a Default or Event of servicing fees Default shall have occurred and be continuing, in which case no notice shall be subordinate required), from time to payment time to inspect the Borrower’s or its Affiliate’s servicing facilities, as the case may be, for the purpose of amounts outstanding under any Transaction satisfying the Security Trustee and the Agent that the Borrower or its Affiliate, as the case may be, has the ability to service the Collateral as provided in this Agreement. (f) For Irrespective of whether the avoidance Servicer is the Borrower or a third party servicer, the Borrower undertakes to procure that any monies received in respect of doubt, Seller retains no economic rights to or derived from the servicing, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on Collateral will be paid forthwith into a “servicing released” basis with such servicing retained by the ServicerBorrower Bank Account. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s request.

Servicing. (a) Each servicer Borrower covenants to maintain or cause the servicing of any Purchased Asset (including the Primary Servicer) shall service Mortgage Loans to be maintained in conformity with accepted customary and prudent servicing practices in the Assets industry for the benefit same type of Buyer assets as the Mortgage Loans and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject in a manner at least equal in quality to the prior written approval of Buyerservicing Guarantor provides for Mortgage Loans which it owns ("Accepted Servicing Practices"). In the event that the preceding language is interpreted as constituting one or more servicing contracts, not to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer (including servicing contract shall terminate at Lender's option immediately upon written notice to Borrower, upon the Primary Servicer) occurrence and during the continuance of an Event of Default. Lender hereby acknowledges that Borrower may engage ARES Commercial Real Estate Servicer LLC, a Delaware limited liability company to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices; provided that, without prior written consent of Buyer in its sole discretion as required by Article 7(e), no servicer (including the Primary Servicer) of any of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e)Mortgage Loans. (b) Seller If any Mortgage Loan is serviced by Borrower, (i) Borrower agrees that Buyer Lender is the owner collateral assignee of all servicing records, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets Mortgage Loan (the “"Servicing Records”"), so long as and (ii) Borrower grants Lender a security interest in all servicing fees and rights relating to the Purchased Assets are subject Mortgage Loan and all Servicing Records to secure the obligation of Borrower or its designee to service in conformity with this AgreementSection and any other obligation of Borrower to Lender. Seller Borrower covenants to safeguard such Servicing Records and to deliver them promptly to Buyer Lender or its designee (including Custodian) at Buyer’s Lender's request. (c) Upon the occurrence and If any Mortgage Loan is, at any time during the continuance term of an Event this Loan Agreement, serviced by a third party servicer (including any Affiliate of DefaultBorrower) (such third party servicer, Buyer maythe "Servicer"), in its sole discretion, Borrower (i) sell its right shall provide a copy of the Servicing Agreement to the Purchased Assets on a servicing released basis and/or Lender, which shall be in form and substance reasonably acceptable to Lender, and (ii) terminate Seller shall provide a Servicer Notice and Agreement to Servicer substantially in the form of Exhibit L hereto (as a "Servicer Notice and Agreement") and shall cause Servicer to acknowledge and agree to the servicersame. Any successor or assignee of a Servicer shall be reasonably approved in writing by Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations with respect to the Mortgage Loan. Upon any transfer of servicing of the Mortgage Loan to a Servicer that is not an Affiliate of Borrower in accordance with this Section 11.15(c), Primary Lender hereby releases all of its right, interest, lien or claim of any kind with respect to the servicing rights so transferred (including, without limitation, the security interest created under Section 4.01(b)), such release to be effective automatically without any further action by any party; provided, however, that (i) such release does not include Lender's security interest in any payments received or to be received by Borrower in connection with such transfer or to any payments of any kind with respect to the Mortgage Loan being serviced by Servicer or any other servicer or sub servicer of and (ii) such release is subject to Lender's right to terminate the Purchased Assets Servicing Agreement with or without causesuch transferee and to cause such transferee to transfer the servicing rights to Lender's designee, in each case without payment of any termination feeas more particularly set forth in this Section 11.15(c). (d) Seller shall not employ sub-servicers After the Funding Date, until the pledge of any Mortgage Loan is relinquished by Custodian, Borrower will have no obligation or any other servicer other than Primary Servicer pursuant right to the Primary Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by repossess such a Buyer approved sub-servicer Mortgage Loan or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance with the applicable Servicing Agreement and so long as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to Seller and each such servicer of an Event of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyersubstitute another Mortgage Loan. (e) The payment In the event Borrower or its Affiliate is servicing the Mortgage Loan, Borrower shall permit Lender from time to time to inspect Borrower's or its Affiliate's servicing facilities, as the case may be, for the purpose of servicing fees shall be subordinate satisfying Lender that Borrower or its Affiliate, as the case may be, during normal business hours and upon reasonable prior notice, has the ability to payment of amounts outstanding under any Transaction and service the Mortgage Loan as provided in this Loan Agreement. (f) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s request.

Servicing. (a) Each servicer The Seller covenants to maintain or cause the servicing of any Purchased Asset (including the Primary Servicer) shall service the Assets for the benefit of Buyer and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject to the prior written approval of Buyer, not Mortgage Loans to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer (including the Primary Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer maintained in accordance conformity with Accepted Servicing Practices; provided that. In the event that the preceding language is interpreted as constituting one or more servicing contracts, without prior written consent each such servicing contract shall terminate automatically upon the earliest of Buyer (i) an Event of Default, (ii) thirty (30) days after the most recent Purchase Date, (iii) the date on which all the Repurchase Obligations have been paid in its sole discretion full or (iv) the transfer of servicing approved by the Seller. Upon any such termination, Seller shall comply with the requirements set forth in Section 7.31 as required by Article 7(e), no servicer (including to the Primary Servicer) of any delivery of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e)Servicing Records and the physical servicing of each Mortgage Loan. (b) During the period the Seller or Servicer is servicing the Mortgage Loans, (i) the Seller agrees that the Buyer is the owner of the Servicing Rights and all servicing records, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets such Mortgage Loans (the “Servicing Records”), so long as and (ii) the Purchased Assets are subject Seller grants the Buyer a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of the Seller or its designee to service in conformity with this Section 13.22 and any other obligation of the Seller to the Buyer. At all times during the term of this Repurchase Agreement. , the Seller covenants to safeguard hold such Servicing Records in trust for the Buyer and to safeguard, or cause each Servicer to safeguard, such Servicing Records and to deliver them, or cause any such Servicer to deliver them to the extent permitted under the related Servicing Agreement promptly to the Buyer or its designee (including Custodian) at the Buyer’s requestrequest or otherwise as required by operation of Section 7.31 hereof. It is understood and agreed by the parties that prior to an Event of Default, the Seller, as servicer shall retain the servicing fees with respect to the Mortgage Loans. (c) Upon If the Mortgage Loans are, at any time during the term of this Repurchase Agreement, serviced by PennyMac Loan Services, LLC or a third party servicer (PennyMac Loan Services, LLC or such third party servicer, the “Servicer”), such Servicer must be acceptable to Buyer, RHS, ▇▇▇▇▇▇ Mae, ▇▇▇▇▇▇▇ Mac, ▇▇▇▇▇▇ ▇▇▇, FHA or VA, as applicable, and Seller (i) shall provide a copy of the servicing agreement to the Buyer, which shall be in form and substance acceptable to the Buyer (the “Servicing Agreement”), and (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit G hereto (a “Servicer Notice and Agreement”) and shall cause the Servicer to acknowledge and agree to the same. Any successor or assignee of a Servicer shall be approved in writing by the Buyer and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor’s assumption of servicing obligations with respect to the Mortgage Loans. Any transfer of servicing of Mortgage Loans to any Servicer in accordance with this Section 13.22(c), shall be subject to the Buyer’s ownership and security interest in the Servicing Rights, (including, without limitation, the security interest created under Section 4.01(b)), the Buyer’s security interest in any payments received or to be received by the Seller in connection with such transfer or to any payments of any kind with respect to the Mortgage Loans being serviced by the Servicer and such transfer shall be subject to the Buyer’s right to terminate the Servicing Agreement with such transferee and to cause such transferee to transfer the servicing rights to the Buyer’s designee, in each case as more particularly set forth in this Section 13.22(c). (d) If the Servicer of the Mortgage Loans is the Seller or the Servicer is an Affiliate of the Seller, the Seller shall provide to the Buyer a letter from the Seller or the Servicer, as the case may be, to the effect that upon the occurrence and during the continuance of an Event of Default, the Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis and/or (ii) may terminate Seller (as the servicer), Primary Servicer or any other servicer or sub servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance with the applicable Servicing Agreement and so long as in any Purchased Asset is owned by Buyer hereunderevent transfer servicing to the Buyer’s designee, following notice from Buyer at no cost or expense to the Buyer, it being agreed that the Seller will pay any and each such servicer all fees required to terminate the Servicing Agreement and to effectuate the transfer of an Event servicing to the designee of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by the Buyer. (e) In addition to the rights provided in Section 13.22(a), the Buyer shall have the right, exercisable at any time in its sole good faith discretion, upon written notice, to terminate the Seller or any Servicers as servicer, respectively, of any Mortgage Loans and any related Servicing Agreement. Upon any such termination, the Seller shall transfer or shall cause Servicer to transfer such servicing with respect to such Mortgage Loans to the Buyer or its designee, at no cost or expense to the Buyer. The payment Seller agrees to cooperate with the Buyer in connection with the transfer of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreementservicing. (f) For After the avoidance of doubtPurchase Date for any Mortgage Loan, Seller retains no economic rights to the servicing, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with until such servicing retained Mortgage Loan is repurchased by the ServicerSeller and possession thereof is relinquished by the Custodian, the Seller will have no right to modify or alter the terms of such Mortgage Loan and the Seller will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in the Custodial Agreement. (g) In the event the Seller or its Affiliate is servicing the Mortgage Loans, the Seller shall cause each servicer permit the Buyer from time to time to inspect the Seller’s or its Affiliate’s servicing facilities, as the case may be, for the purpose of satisfying the Buyer that the Seller or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Repurchase Agreement; provided that, prior to a Purchased Asset Default or Event of Default, such inspection shall be subject to prior reasonable notice and shall be conducted during normal business hours. (h) The Buyer shall have the right in its sole discretion to appoint a third party to perform due diligence with respect to the Seller’s or the Servicer’s servicing facilities at any time. The Seller shall cooperate with the Buyer and/or its designees to provide access to Buyer via electronic transmissionthe Seller’s or the Servicer’s servicing facilities including without limitation its books and records with respect to the Seller’s or the Servicer’s servicing portfolio and the Mortgage Loans. In addition to the foregoing, promptly the Seller shall permit the Buyer, or cause the Servicer to permit the Buyer, to inspect upon request by Buyer reasonable prior written notice at a Servicing Tape mutually convenient time, the Seller’s, the Servicer’s or their Affiliate’s servicing facilities, as the case may be, for the quarter (purpose of satisfying the Buyer that the Seller, the Servicer or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Agreement. In addition, with respect to any portion thereofServicer which is not an Affiliate of the Seller, the Seller shall use its best efforts to enable the Buyer to inspect the servicing facilities of such Servicer and to cause such Servicer to cooperate with the Buyer and/or its designees in connection with any due diligence performed by the Buyer and/or such designees in accordance with this Section 13.22(h). The Seller and the Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by the Buyer in connection with any due diligence or inspection performed pursuant to this Section 13.22(h) prior to shall be paid by the date of Buyer’s request.

Servicing. (a) Each servicer The Issuer covenants to maintain or cause the servicing of any Purchased Asset (including the Primary Servicer) shall service the Assets for the benefit of Buyer and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject to the prior written approval of Buyer, not Mortgage Loans to be unreasonably withheldmaintained in conformity with the Servicing Standard. In the event that the preceding language is interpreted as constituting one or more servicing contracts, conditioned or delayed. Seller shall cause each such servicer servicing contract shall terminate automatically upon the earliest of (including i) an Event of Default, (ii) the Primary Servicerdate on which all the Notes have been paid in full or (iii) to service the Purchased Assets at Seller’s sole cost and for the benefit transfer of Buyer in accordance with Accepted Servicing Practices; provided that, without prior written consent of Buyer in its sole discretion as required by Article 7(e), no servicer (including the Primary Servicer) of any of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e)servicing. (b) Seller If the Mortgage Loans are serviced by the Issuer, (i) the Issuer agrees agree that Buyer the Indenture Trustee is the owner collateral assignee of all servicing records, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets Mortgage Loans (the “Servicing Records”), so long as and (ii) the Purchased Assets are subject Issuer grants the Indenture Trustee a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of the Issuer or its designee to service in conformity with this AgreementSection 11.06 and any other obligation of the Issuer to the Indenture Trustee and the Noteholders. Seller The Issuer covenants to safeguard such Servicing Records and to deliver them promptly to Buyer the Indenture Trustee or its designee at Buyerthe Indenture Trustee’s request. (c) Upon If the Mortgage Loans are serviced by a third party servicer (such third party servicer, the “Servicer”), the Issuer (i) shall provide a copy of the servicing agreement to the Indenture Trustee, which shall be in form and substance acceptable to the Indenture Trustee (the “Servicing Agreement”), and (ii) shall provide a Servicer Notice to the Servicer substantially in the form of Exhibit I hereto (a “Servicer Notice”) and shall cause the Servicer to acknowledge and agree to the same. Any successor or assignee of a Servicer shall be approved in writing by the Indenture Trustee and shall acknowledge and agree to a Servicer Notice prior to such successor’s assumption of servicing obligations with respect to the Mortgage Loans. (d) If the servicer of the Mortgage Loans is the Issuer or the Servicer is an Affiliate of the Issuer, such Person shall provide to the Indenture Trustee a letter from to the effect that upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis and/or (ii) Indenture Trustee may terminate Seller (as the servicer), Primary Servicer or any other servicer or sub servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance with the applicable Servicing Agreement and so long as in any Purchased Asset is owned by Buyer hereunderevent transfer servicing to the Indenture Trustee’s designee, following notice from Buyer at no cost or expense to Seller the Indenture Trustee, it being agreed that the Issuer will pay any and each such servicer all fees required to terminate the Servicing Agreement and to effectuate the transfer of an Event servicing to the designee of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyerthe Indenture Trustee. (e) The payment In the event the Issuer or its Affiliate is servicing the Mortgage Loans, the Issuer shall, and shall cause such Affiliate to, permit the Indenture Trustee from time to time to inspect the Issuer’s or such Affiliate’s, as the case may be, servicing facilities for the purpose of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement. (f) For satisfying the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges Indenture Trustee that the Purchased Assets are sold Issuer or such Affiliate, as the case may be, has the ability to Buyer on a “servicing released” basis with such servicing retained by service the ServicerMortgage Loans as provided in this Indenture. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s request.

Servicing. (a) Each servicer Seller covenants to maintain or cause the servicing of any Purchased the Transaction Asset to be maintained with respect to each type of Transaction Asset transferred to Buyer hereunder in conformity with accepted and prudent servicing practices in the industry for such same type of Transaction Asset and in a manner at least equal in quality to the servicing the relevant Seller provides for assets similar to such Transaction Asset which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (including i) an Event of Default, (ii) the Primary Servicerdate on which all the Repurchase Obligations have been paid in full or (iii) shall service the Assets for transfer of servicing approved by the benefit of Buyer relevant Seller and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) , which Buyer's approval shall be subject to the prior written approval of Buyer, not to be unreasonably withheld. Midland Loan Services, conditioned or delayed. Seller Inc. shall cause each such servicer (including be the Primary Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices; provided that, without prior written consent of Buyer in its sole discretion as required by Article 7(e), no servicer (including the Primary Servicer) of any of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(e)initial servicer. (b) If the Transaction Assets, or any portion thereof, are serviced by a Seller, (i) the relevant Seller agrees that Buyer is the owner and precautionary collateral assignee of all servicing records, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets such Transaction Asset (the “"Servicing Records”"), so long as and (ii) such Seller transfers to Buyer a valid ownership interest and grants Buyer a precautionary security interest in all servicing fees and rights relating to such Transaction Asset and all Servicing Records to secure the Purchased Assets are subject obligation of such Seller or its designee to service in conformity with this AgreementSection and any other obligation of such Seller to Buyer. The relevant Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Buyer’s 's request. (c) Upon If the Transaction Assets, or any portion thereof, are serviced by a third party servicer (such third party servicer, the "Servicer"), Seller (i) shall provide a copy of the servicing agreement to Buyer, which shall be in form and substance acceptable to Buyer (the "Servicing Agreement") and (ii) hereby irrevocably assigns to Buyer and Buyer's successors and assigns all right, title, interest of Seller in, to and under, and the benefits of, any Servicing Agreement with respect to such Transaction Asset. Any successor to the Servicer shall be approved in writing by Buyer prior to such successor's assumption of servicing obligations with respect to such Transaction Asset. (d) Each Seller shall provide to Buyer a letter from the relevant Seller (if such Seller is the Servicer) or the Servicer, as the case may be, to the effect that upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis and/or (ii) may terminate Seller (as the servicer), Primary Servicer or any other servicer or sub servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance with the applicable Servicing Agreement and so long as transfer servicing to its designee, at no cost or expense to Buyer, it being agreed that Sellers will pay any Purchased Asset is owned by Buyer hereunder, following notice from Buyer and all fees required to Seller terminate the Servicing Agreement and each such servicer to effectuate the transfer of an Event servicing to the designee of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyer. (e) The payment of servicing fees shall be subordinate After the Purchase Date, until the rights to payment of amounts outstanding under any Transaction Assets under the Transaction Documents are relinquished by Custodian, no Seller shall have the right to modify or alter the terms of any of the documents pertaining to such Transaction Asset and the relevant Seller will have no obligation or right to repossess such Transaction Asset or substitute other Transaction Asset, except as provided in the Custodial Agreement; provided, however, that so long as no Default or Event of Default has occurred and is continuing, such Seller may enter into such modifications of the terms of such documents as do not, as to any specific Transaction Asset, (i) result in a negative monetary effect or (ii) constitute a material adverse effect. (f) In the event a Seller or its Affiliate is servicing any Transaction Asset, the relevant Seller shall permit Buyer to inspect such Seller's or its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying Buyer that such Seller or its Affiliate, as the case may be, has the ability to service such Transaction Asset as provided in this Agreement. (f) For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer. (g) Each Seller shall cause each servicer of a Purchased Asset the Servicer to provide a copy of each report and notice sent to the relevant Seller to be sent to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s requestconcurrently therewith.

Servicing. (a) Each servicer The Borrower covenants to maintain or cause the servicing of any Purchased Asset (including the Primary Servicer) shall service the Assets for the benefit of Buyer and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject to the prior written approval of Buyer, not theMortgage Loans to be unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer (including the Primary Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer maintained in accordance conformity with Accepted Servicing Practices; provided that. In the event that the preceding language is interpreted as constituting one or more servicing contracts, without prior written consent each such servicing contract shall terminate automatically upon the earliest of Buyer (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in its sole discretion as required by Article 7(e)full, no servicer or (including iii) the Primary Servicer) transfer of any of the Purchased Assets shall take any action with respect servicing to any Purchased Asset described in Article 7(e)entity approved by the Lender. (b) Seller During the period the Borrower is servicing the Mortgage Loans, (i)the Borrower agrees that Buyer is the owner of Lender has a first priority perfected security interest in all servicing records, including, including but not limited to, to any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”)agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuationsappraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets such Mortgage Loans (the “Servicing Records”), so long as and (ii) the Purchased Assets are subject Borrower grants the Lender a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of the Borrower or its designee to service in conformity with this AgreementSection and any other obligation of Borrower to the Lender. Seller The Borrower covenants to safeguard safeguard, such Servicing Records and to deliver them promptly to Buyer the Lender or its designee (including the Custodian) at Buyerthe Lender’s request. It is understood and agreed by the parties that prior to an Event of Default, the Borrower shall retain the servicing fees with respect to the Mortgage Loans. (c) Upon If the Mortgage Loans are serviced by any other third party servicer(such third party servicer, the “Subservicer”), the Borrower shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage Loans, which shall be in the form and substance acceptable to Lender (the “Servicing Agreement”) and shall have obtained the written consent of the Lender for such Subservicer to subservice the Mortgage Loans. Initially, the Subservicer shall be Aames Funding Corporation. (d) The Borrower agrees that upon the occurrence of an Event of Default,the Lender may terminate the Borrower in its capacity as servicer and during terminate any Servicing Agreement and transfer such servicing to the continuance Lender or its designee, at no cost or expense to the Lender. In addition, the Borrower shall provide to the Lender an Instruction Letter from the Borrower to the effect that upon the occurrence of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis and/or (ii) Lender may terminate Seller (as the servicer), Primary Servicer any Subervicer or any other servicer or sub servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing direct that each servicer and/or sub servicer shall transfer all Income collections with respect to the Purchased Assets Mortgage Loans be remitted in accordance with the applicable Servicing Agreement and so long as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer Lender’s instructions. The Borrower agrees to Seller and each such servicer cooperate with the Lender in connection with the transfer of an Event of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyerservicing. (e) The payment After the Funding Date, until the pledge of servicing fees shall be subordinate any Mortgage Loan isrelinquished by the Custodian, the Borrower will have no right to payment modify or alter the terms of amounts outstanding under the Mortgage Loan or consent to the modification or alteration of the terms of any Transaction Mortgage Loan, and this the Borrower will have no obligation or right to repossess any Mortgage Loan or substitute another Mortgage Loan, except as provided in any Custodial Agreement. (f) For The Borrower shall permit the avoidance Lender to inspect upon reasonable priorwritten notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrower’s or its Affiliate’s servicing facilities, as the case may be, for the purpose of doubt, Seller retains no economic rights to satisfying the servicing, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges Lender that the Purchased Assets are sold Borrower or its Affiliate, as the case may be, has the ability to Buyer on a “service the Mortgage Loans as provided in this Loan Agreement. In addition, with respect to any Subservicer which is not an Affiliate of the Borrower, the Borrower shall use its best efforts to enable the Lender to inspect the servicing released” basis with facilities of such servicing retained by the ServicerSubservicer. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the quarter (or any portion thereof) prior to the date of Buyer’s request.