Common use of Servicing Clause in Contracts

Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer on a servicing retained basis and the Servicing Released Purchased Loans will be sold by the applicable Seller to Buyer on a servicing released basis. (b) Each Seller shall contract with each Servicer to service the related Purchased Loans consistent with the degree of skill and care that such Servicer customarily exhibits with respect to similar mortgage loans owned or managed by it and in accordance with Accepted Servicing Practices. Each Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Loans or any payment thereunder. (c) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ is the owner of all Servicing Rights and Servicing Records and such Servicing Rights are not severable from or to be separated from the Servicing Released Purchased Loans. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Repo Agent’s request. (d) Each Seller shall cause the related Servicer to hold or cause to be held all escrow payments collected with respect to any Purchased Loans in trust accounts and shall apply the same for the purposes for which such escrow payments were collected. (e) Each Seller shall cause each Servicer and any other permitted sub-servicers to execute a Servicer Acknowledgement acknowledging Buyer’s interest in the related Purchased Loans and the related Servicing Agreement and agreeing that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income with respect to the Purchased Loans in the applicable Collection Account or the Remittance Account as provided in this Agreement and the related Servicing Agreement (as modified by the related Servicer Acknowledgment), all in such manner as shall be acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the foregoing, each Seller shall, or shall cause Servicer or any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans into the applicable Collection Account within two (2) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted in the related Servicing Agreement (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect to such Purchased Loans. (f) Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no Event of Default has occurred and is continuing), the applicable Seller shall terminate such Servicer’s right to service the related Purchased Loans under the related Servicing Agreement without payment of any penalty or termination fee and shall appoint a successor servicer acceptable to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination Event. Upon the occurrence of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereof, and the applicable Seller, if required by Repo Agent, shall exercise any right to terminate each Servicer’s right to service the related Purchased Loans that it may have, in each case without payment of any termination fee or any other amount to such Servicer or any of its agents or sub-servicers to the extent permitted by the related Servicing Agreement. In any case where Servicer is so terminated, Sellers and Servicers shall cooperate in transferring the servicing and all Servicing Records relating to the Purchased Loans to a successor servicer approved by Repo Agent in its sole discretion. For the avoidance of doubt any termination of a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement. (g) To the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer and any permitted sub-servicer to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent that such Servicer or permitted sub-servicer has the ability to service the related Purchased Loan as provided in this Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (h) If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such Seller for managing or servicing any Purchased Loan has failed to perform fully such Seller’s obligations under the Transaction Documents or any of the obligations of such entities with respect to the related Purchased Loans, such Seller shall promptly notify Repo Agent and promptly remedy any non-compliance. (i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights), including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer. (j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer. (k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a servicing released basis.

Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans Assets will be sold by the applicable Seller to Buyer on a servicing retained basis and the Servicing Released Purchased Loans will be sold by the applicable Seller to Buyer on a servicing released basis. In furtherance of the foregoing, Seller and Buyer hereby agree and confirm that from and after the date hereof, only such Servicing Agreements that have been approved by Buyer shall govern the servicing of the Purchased Assets and any prior agreement between Seller and any other Person or otherwise with respect to such servicing is hereby superseded in all respects. Provided that Buyer shall have received a duly executed Servicer Acknowledgment from Servicer, prior to an Event of Default, Seller may retain Servicer, on behalf of Buyer, to service the Purchased Assets for the benefit of or on behalf of Buyer; provided, however, that the obligation of Servicer to service any Purchased Asset for the benefit of or on behalf of Buyer as aforesaid shall cease upon the repurchase of such Purchased Asset by Seller in accordance with the provisions of this Agreement or as otherwise provided in the Servicer Acknowledgment. (b) Each Seller shall contract with each Servicer to service the related Purchased Loans consistent with the degree of skill and care that such Servicer customarily exhibits with respect to similar mortgage loans owned or managed by it and in accordance with Accepted Servicing Practices. Each Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Loans or any payment thereunder. (c) Each Seller agrees with respect to the Servicing Released Purchased Loans and that, as between such Seller and ▇▇▇▇▇Buyer, ▇▇▇▇▇ Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Rights and Servicing Records and such Servicing Rights Records”) so long as the Purchased Assets are not severable from or subject to be separated from the Servicing Released Purchased Loansthis Agreement. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records in Seller’s possession and to deliver them promptly to Buyer or its designee (including Custodian) at Repo AgentBuyer’s request. (c) Seller shall not, and shall not provide consent to Servicer to, employ any other sub-servicers to service the Purchased Assets without the prior written approval of Buyer which approval shall be in Buyer’s sole discretion. (d) Each Seller shall cause the related Servicer to hold or cause to be held all escrow payments collected with respect to any Purchased Loans in trust accounts and shall apply the same for the purposes for which such escrow payments were collected. (e) Each Seller shall cause each Servicer and any other permitted sub-servicers engaged on behalf of Buyer to execute a Servicer Acknowledgement Acknowledgment acknowledging Buyer’s interest in the related Purchased Loans Assets and the related Servicing Agreement and agreeing that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income with respect to the Purchased Loans Assets in the applicable Collection Account or the Remittance Account as provided in this Agreement and the related Servicing Agreement (as modified by the related Servicer Acknowledgment)Blocked Account, all in such manner as shall be reasonably acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the foregoing, each Seller shall, or shall cause Servicer or any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans into the applicable Collection Account within two (2) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted in the related Servicing Agreement (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect to such Purchased LoansBuyer. (f) Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no Event of Default has occurred and is continuing), the applicable Seller shall terminate such Servicer’s right to service the related Purchased Loans under the related Servicing Agreement without payment of any penalty or termination fee and shall appoint a successor servicer acceptable to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination Event. Upon the occurrence of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereof, and the applicable Seller, if required by Repo Agent, shall exercise any right to terminate each Servicer’s right to service the related Purchased Loans that it may have, in each case without payment of any termination fee or any other amount to such Servicer or any of its agents or sub-servicers to the extent permitted by the related Servicing Agreement. In any case where Servicer is so terminated, Sellers and Servicers shall cooperate in transferring the servicing and all Servicing Records relating to the Purchased Loans to a successor servicer approved by Repo Agent in its sole discretion. For the avoidance of doubt any termination of a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement. (ge) To the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer and any permitted sub-servicer to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent that such Servicer or permitted sub-servicer has the ability to service the related such Purchased Loan Asset as provided in this Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (h) If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such Seller for managing or servicing any Purchased Loan has failed to perform fully such Seller’s obligations under the Transaction Documents or any of the obligations of such entities with respect to the related Purchased Loans, such Seller shall promptly notify Repo Agent and promptly remedy any non-compliance. (i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights), including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer. (j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer. (kf) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans Assets on a servicing released basisbasis 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 Assets without payment of any penalty or termination fee.

Servicing. (a) The parties hereto agree and acknowledge that a. Pursuant to the Servicing Retained Purchased Loans will be sold by the applicable Agreement, Seller to Buyer on a servicing retained basis and the Servicing Released Purchased Loans will be sold by the applicable Seller to Buyer on a servicing released basis. (b) Each Seller shall contract has contracted with each Servicer to service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer Seller customarily exhibits requires with respect to similar mortgage loans Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. Each The Seller and Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Mortgage Loans or any payment thereunder. Buyer may terminate the servicing of any Mortgage Loan with the then-existing servicer in accordance with Section 12(e) hereof. (c) Each b. Seller agrees with respect to the Servicing Released Purchased Loans shall and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ is the owner of all Servicing Rights and Servicing Records and such Servicing Rights are not severable from or to be separated from the Servicing Released Purchased Loans. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Repo Agent’s request. (d) Each Seller shall cause the related Servicer to hold or cause to be held all escrow payments funds collected by Seller and Servicer with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such escrow payments funds were collected. (e) Each c. Seller shall and shall cause each the Servicer and any other permitted sub-servicers to execute deposit all collections received by Servicer on the Purchased Mortgage Loans in the account set forth in Section 9 upon an Event of Default. d. Seller shall provide to Buyer a Servicer Acknowledgement acknowledging Notice and Pledge addressed to and agreed to by the Servicer of the related Purchased Mortgage Loans, advising such Servicer of such matters as Buyer may reasonably request, including, without limitation, recognition by the Servicer of Buyer’s interest in the related such Purchased Mortgage Loans and the related Servicing Agreement and agreeing Servicer’s agreement that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income upon receipt of notice of an Event of Default from Buyer, it will follow the instructions of Buyer with respect to the Purchased Mortgage Loans in the applicable Collection Account or the Remittance Account as provided in this Agreement and the any related Servicing Agreement (as modified by the related Servicer Acknowledgment), all in such manner as shall be acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the foregoing, each Seller shall, or shall cause Servicer or any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans into the applicable Collection Account within two (2) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted in the related Servicing Agreement (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect to such Purchased Loansthereto. (f) e. Upon the occurrence and continuation of a Servicer Termination Event with respect to any Servicer (and provided no an Event of Default has occurred and is continuing)hereunder, Buyer shall have the applicable Seller shall right to immediately terminate such the Servicer’s right to service the related Purchased Mortgage Loans under the related Servicing Agreement without payment of any penalty or termination fee and shall appoint a successor servicer acceptable to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of under the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination Event. Upon the occurrence of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereof, and the applicable Seller, if required by Repo Agent, shall exercise any right to terminate each Servicer’s right to service the related Purchased Loans that it may have, in each case without payment of any termination fee or any other amount to such Servicer or any of its agents or sub-servicers to the extent permitted by the related Servicing Agreement. In any case where Seller and the Servicer is so terminated, Sellers and Servicers shall cooperate in transferring the servicing and all Servicing Records relating to of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Agent Buyer in its sole discretion. For the avoidance of doubt any termination of a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement. (g) To the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer and any permitted sub-servicer to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent that such Servicer or permitted sub-servicer has the ability to service the related Purchased Loan as provided in this Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (h) f. If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer Seller or any other entity responsible to such Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such Seller’s obligations under the Transaction Documents Program Agreements or any of the obligations of such entities with respect to the related Purchased Mortgage Loans, such Seller shall promptly notify Repo Agent and promptly remedy any non-compliance. (i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights), including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer. g. Servicer shall service the Purchased Mortgage Loans on behalf of Buyer for ninety (j90) The day intervals which will automatically terminate if not renewed by Buyer, which renewal shall be evidenced by delivery of a renewal letter substantially in the form of Exhibit C hereto. h. For the avoidance of doubt, the Seller retains no economic rights to the servicing of the Purchased Mortgage Loans; provided that the Seller shall and shall cause the Servicer may hire a sub-servicer to continue to service the Purchased LoansMortgage Loans hereunder as part of the Obligations hereunder. As such, but only with the consent of Seller expressly acknowledges that the Purchased Mortgage Loan are sold to Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer. (k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a “servicing released released” basis.

Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer on a servicing retained basis and the Servicing Released Purchased Loans will be sold by the applicable Seller to Buyer on a servicing released basis. (b) a. Each Seller Party, on Administrative Agent’s and Buyers’ behalf, shall contract with each a Servicer to to, or if Seller is Servicer, Seller shall, service the related Purchased Mortgage Loans and Contributed Assets consistent with the degree of skill and care that such Servicer Seller Party customarily exhibits requires with respect to similar mortgage loans Mortgage Loans and Contributed Assets owned or managed by it and in accordance with Accepted Servicing Practices. Each Servicer shall, and Seller Party shall ensure that each permitted sub-servicer will, Servicer (i) comply complies with all applicable Federalfederal, State state and local laws and regulations, (ii) maintain maintains all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, hereunder and (iii) comply with the Servicing Standard and (iv) does not impair the rights of Buyer Administrative Agent or Buyers in any Purchased Loans Mortgage Loan or Contributed Asset or any payment thereunder. Administrative Agent may terminate the servicing of any Purchased Mortgage Loan or Contributed Asset with the then existing Servicer in accordance with Section 12.e hereof. (c) Each Seller agrees with b. With respect to the Servicing Released Purchased Mortgage Loans other than BPL – Holdbacks, Seller shall and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ is the owner of all Servicing Rights and Servicing Records and such Servicing Rights are not severable from or to be separated from the Servicing Released Purchased Loans. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Repo Agent’s request. (d) Each Seller shall cause the related Servicer to hold or cause to be held all escrow payments funds collected by Seller and Servicer with respect to any Purchased Loans Assets or Contributed Assets in trust accounts and shall apply the same for the purposes for which such escrow payments funds were collected. With respect to BPL – Holdbacks, Seller shall and shall cause the originator or Servicer to hold or cause to be held all Holdback Amounts collected by the Seller or Servicer with respect to any Purchased Assets in the Holdback Account and shall apply the same to improve and rehabilitate the related Mortgaged Property. (e) Each c. On the Remittance Date, Seller shall and shall cause each Servicer to deposit all Income (net of any servicing fees and any other permitted sub-servicers advances then due and owing pursuant to execute the terms of the applicable Servicing Agreement) received by such Servicer on the Purchased Assets in the Program Account. d. Other than if the Servicer is a Seller Party, Seller Parties shall provide promptly to Administrative Agent a Servicer Acknowledgement acknowledging Buyer’s interest in Notice, addressed to and agreed to by the Servicer of the related Purchased Mortgage Loans and the related Servicing Agreement and agreeing that Contributed Assets, advising such Servicer of such matters as Administrative Agent may reasonably request, including, without limitation, recognition by the Servicer of Administrative Agent’s and any permitted sub-servicer (if applicable) shall deposit all Income Buyers’ interest in such Purchased Mortgage Loans and Contributed Assets and the Servicer’s agreement that upon receipt of notice of an Event of Default that has occurred and is continuing from Administrative Agent, it will follow the instructions of Administrative Agent with respect to the Purchased Mortgage Loans in the applicable Collection Account or the Remittance Account as provided in this Agreement and the Contributed Assets and any related Servicing Agreement (as modified by the related Servicer Acknowledgment), all in such manner as shall be acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the foregoing, each Seller shall, or shall cause Servicer or any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans into the applicable Collection Account within two (2) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted in the related Servicing Agreement (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect to such Purchased Loansthereto. (f) e. Upon the occurrence and continuance of an Event of Default hereunder, a Servicer Termination Event with respect or a material default under the Servicing Agreement, Administrative Agent shall have the right to any Servicer (and provided no Event of Default has occurred and is continuing), immediately terminate the applicable Seller shall terminate such Servicer’s right to service the related Purchased Mortgage Loans and Contributed Assets under the related Servicing Agreement without payment of any penalty or termination fee and shall appoint a successor servicer acceptable to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of as set forth in the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination EventNotice. Upon the occurrence of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereof, Seller Parties and the applicable Seller, if required by Repo Agent, shall exercise any right to terminate each Servicer’s right to service the related Purchased Loans that it may have, in each case without payment of any termination fee or any other amount to such Servicer or any of its agents or sub-servicers to the extent permitted by the related Servicing Agreement. In any case where Servicer is so terminated, Sellers and Servicers shall cooperate in transferring the servicing and all Servicing Records relating to of the Purchased Mortgage Loans and Contributed Assets to a successor servicer approved appointed by Repo Administrative Agent on behalf of Buyers in its sole discretion. For the avoidance of doubt doubt, any termination of a the Servicer’s rights to service by Repo the Administrative Agent as a result of a Servicer Termination Event or the occurrence and continuation of an Event of Default shall be deemed part of an exercise of Buyerthe Administrative Agent’s rights to cause the liquidation, termination or acceleration of this Agreement. (g) To the extent applicable, each f. If a Seller shall use commercially reasonable efforts to cause each Servicer and any permitted sub-servicer to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent that such Servicer or permitted sub-servicer has the ability to service the related Purchased Loan as provided in this Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (h) If either Seller Party should discover that, for any reason whatsoever, such Seller, any Servicer Seller Party or any other entity responsible to such a Seller Party for managing or servicing any such Purchased Loan Mortgage Loans or Contributed Assets has failed to perform fully such Sellera Seller Party’s obligations under the Transaction Documents Program Agreements or any of the obligations of such entities with respect to the related Purchased LoansMortgage Loans and Contributed Assets, such Seller Party shall promptly notify Repo Agent and promptly remedy any non-complianceAdministrative Agent. (i) Upon any termination g. For the avoidance of a Servicer as provided hereindoubt, in the Servicer Acknowledgment with respect to Purchased Mortgage Loans and Contributed Assets sold or in the related Servicing Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights), including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer. (j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer. (k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans contributed on a servicing released basis, no Seller Party retains economic rights to the servicing of the Purchased Mortgage Loans and Contributed Assets; provided that the Seller Parties shall and shall cause the Servicer to continue to service the Purchased Mortgage Loans and Contributed Assets hereunder as part of the Obligations hereunder. As such, the Seller Parties expressly acknowledge that the Purchased Mortgage Loans and Contributed Assets are sold or contributed to Administrative Agent for the benefit of Buyers on a “servicing released” basis with such servicing retained by the Servicer.

Servicing. (a) The parties hereto Sellers and Buyer agree and acknowledge that all Servicing Rights with respect to the Servicing Retained Purchased Loans will are being transferred hereunder to Buyer on the applicable Purchase Date and such Servicing Rights shall be sold transferred by Buyer to the applicable Seller upon such applicable Seller’s payment of the Repurchase Price for such applicable Purchased Loan. Notwithstanding the purchase and sale of the Purchased Loans and Servicing Rights hereby, the applicable Seller or, upon request by the applicable Seller Seller, Servicer, shall be granted a revocable license to Buyer on a servicing retained basis and exercise the Servicing Released Rights with respect to the Purchased Loans will for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate a Purchased Loan prior to the Repurchase Date pursuant to Section 8, Buyer’s assigns (which license shall be sold by deemed automatically revoked upon the occurrence and during the continuance of an Event of Default). The applicable Seller to Buyer on a servicing released basis. (b) Each Seller shall contract with each cause Servicer to service the related Purchased Loans consistent with pursuant to the degree of skill and care that such Servicer customarily exhibits with respect to similar mortgage loans owned or managed by it and Servicing Agreement, in each case, in accordance with Accepted Servicing Practices. Each Servicer shall, and The applicable Seller shall ensure that each permitted sub-servicer will, (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, (iii) comply with obtain the Servicing Standard and (iv) not impair the rights written consent of Buyer prior to appointing any third party Servicer for a Purchased Loan (other than the Persons pre-approved in the definition of Servicer) or entering into or amending or modifying any Purchased Loans or any payment thereunderServicing Agreement with a Servicer (other than the entry into the initial Servicing Agreement with Situs Asset Management LLC, as initial Servicer). (cb) Each Seller agrees with respect to the Servicing Released Sellers agree that, upon Buyer’s purchase of each Purchased Loans and as between such Seller and ▇▇▇▇▇Loan, ▇▇▇▇▇ Buyer is the owner of all related servicing records, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Loans (collectively, the “Servicing Rights and Servicing Records and Records”) until the Repurchase Price for such Servicing Rights are not severable from or Purchased Loan has been paid to be separated from the Servicing Released Purchased LoansBuyer. Such Each Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records which are in such Seller’s possession or in the possession of any Affiliate of such Seller and to deliver them promptly to Buyer or its designee (including the Custodian) at Repo AgentBuyer’s request. (d) Each Seller shall cause the related Servicer to hold or cause to be held all escrow payments collected with respect to any Purchased Loans in trust accounts and shall apply the same for the purposes for which such escrow payments were collected. (e) Each Seller shall cause each Servicer and any other permitted sub-servicers to execute a Servicer Acknowledgement acknowledging Buyer’s interest in the related Purchased Loans and the related Servicing Agreement and agreeing that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income with respect to the Purchased Loans in the applicable Collection Account or the Remittance Account as provided in this Agreement and the related Servicing Agreement (as modified by the related Servicer Acknowledgment), all in such manner as shall be acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the foregoing, each Seller shall, or shall cause Servicer or any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans into the applicable Collection Account within two (2) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted in the related Servicing Agreement (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect to such Purchased Loans. (fc) Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no Event of Default has occurred and is continuing), during the applicable Seller shall terminate such Servicer’s right to service the related Purchased Loans under the related Servicing Agreement without payment of any penalty or termination fee and shall appoint a successor servicer acceptable to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination Event. Upon the occurrence continuance of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereofBuyer may, and the applicable Sellerin its sole discretion, if required by Repo Agent, shall exercise any (i) sell its right to terminate each Servicer’s right to service the related Purchased Loans that it may haveon a servicing released basis or (ii) terminate any Servicer of the Purchased Loans with or without cause, in each case without payment of any termination fee fee. (d) Neither Seller shall employ or any other amount permit Servicer to such Servicer or any of its agents or employ sub-servicers to the extent permitted by the related Servicing Agreement. In any case where Servicer is so terminated, Sellers and Servicers shall cooperate in transferring the servicing and all Servicing Records relating to service the Purchased Loans to a successor servicer approved by Repo Agent without the prior written approval of Buyer in its sole discretion. For the avoidance of doubt any termination of a Servicer’s rights ; provided that Servicer may delegate certain administrative functions to service by Repo Agent as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of third parties without Buyer’s rights to cause the liquidation, termination or acceleration of this Agreementconsent. (ge) To the extent applicable, each Seller shall use commercially reasonable efforts The payment of servicing fees under any Servicing Agreement not otherwise paid pursuant to cause each Servicer and any permitted sub-servicer to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent that such Servicer Servicing Agreement or permitted sub-servicer has the ability to service the related Purchased Loan as provided paid in accordance with this Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (h) If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such Seller for managing or servicing any Purchased Loan has failed to perform fully such Seller’s obligations under the Transaction Documents or any of the obligations of such entities with respect to the related Purchased Loans, such Seller shall promptly notify Repo Agent and promptly remedy any non-compliance. (i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights), including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until solely the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms obligation of this Agreement and for the benefit of BuyerSellers. (j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer. (k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a servicing released basis.

Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable As a condition of purchasing a Mortgage Loan, Buyer may require Seller to service such Mortgage Loan as agent for Buyer for a term of thirty (30) days (the “Servicing Term”), which is renewable as provided in clause (d) below, on a servicing retained basis the following terms and the Servicing Released Purchased Loans will be sold by the applicable Seller to Buyer on a servicing released basis.conditions: (b) Each Seller shall contract with each Servicer to service and administer the related Purchased Mortgage Loans consistent with the degree on behalf of skill and care that such Servicer customarily exhibits with respect to similar mortgage loans owned or managed by it and Buyer in accordance with Accepted Servicing Practices. Each Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply in accordance with all applicable Federalrequirements of the Agencies, State Requirements of Law, the provisions of any applicable servicing agreement, and local laws the requirements of any applicable Takeout Commitment and regulationsthe Takeout Investor, (ii) maintain all state so that the eligibility of the Purchased Mortgage Loan for purchase under such Takeout Commitment is not voided or reduced by such servicing and federal licenses necessary for it to perform its servicing responsibilities hereunder, (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Loans or any payment thereunderadministration. (c) If any Mortgage Loan that is proposed to be sold on a Purchase Date is serviced by a servicer other than Seller or any of its Affiliates (a “Subservicer”), or if the servicing of any such Mortgage Loan is to be transferred to a Subservicer, Seller shall provide a copy of the related servicing agreement and a Servicer Notice executed by such Subservicer (collectively, the “Servicing Agreement”) to Buyer prior to such Purchase Date or servicing transfer date, as applicable. Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ is the owner of all Servicing Rights and Servicing Records and such Servicing Rights are not severable from or Agreement shall be in form and substance acceptable to Buyer. In addition, Seller shall have obtained the prior written consent of Buyer for such Subservicer to subservice the Purchased Mortgage Loans, which consent may be separated from the Servicing Released Purchased Loanswithheld in Buyer’s sole discretion. Such In no event shall Seller’s use of a Subservicer relieve Seller covenants to safeguard (of its obligations hereunder, and to cause each Servicer and permitted sub-servicer to safeguard) any Seller shall remain liable under this Agreement as if Seller were servicing such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Repo Agent’s requestMortgage Loans directly. (d) Each Seller shall cause deliver the physical and contractual master servicing of each Purchased Mortgage Loan, together with all of the related Servicer Records in its possession, to hold Buyer’s designee upon the earliest of (w) the occurrence of a Default or cause Event of Default hereunder, (x) the termination of Seller as servicer by Buyer pursuant to be held all escrow payments collected with respect this Agreement, (y) the expiration (and non-renewal) of the Servicing Term, or (z) the transfer of servicing to any entity approved by Buyer and the assumption thereof by such entity. Buyer shall have the right to terminate Seller as master servicer (and any Subservicer as subservicer) of any of the Purchased Loans Mortgage Loans, which right shall be exercisable at any time in trust accounts Buyer’s sole discretion, upon written notice. In addition, Seller shall deliver the physical and contractual master servicing of each Purchased Mortgage Loan, together with all of the related Records in its possession to Buyer’s designee, upon expiration of the Servicing Term; provided that the Servicing Term and such delivery requirement will be deemed renewed for a like period on the last day of the Servicing Term, and on the last day of each such renewed Servicing Term, in the absence of directions to the contrary from Buyer; provided further that such delivery requirement will no longer apply to any Mortgage Loan, and Seller shall apply have no further obligation to service such Mortgage Loan as agent for Buyer, upon receipt by Buyer of the same Repurchase Price therefor. Seller’s transfer of the Records and the physical and contractual servicing under this Section 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 purposes related mortgagors (without reduction for which such escrow payments were collectedunreimbursed advances or “negative escrows”). (e) Each During the period Seller is servicing the Purchased Mortgage Loans as agent for Buyer, Seller agrees that Buyer is the owner of the related Credit Files and Records and Seller shall at all times maintain and safeguard and cause each Servicer any Subservicer to maintain and safeguard the Credit File for the Mortgage Loan (including photocopies or images of the documents delivered to Buyer), and accurate and complete records of its servicing of the Mortgage Loan; Seller’s possession of the Credit Files and Servicing Records being for the sole purpose of master servicing such Mortgage Loans and such retention and possession by Seller being in a custodial capacity only. Seller hereby grants Buyer a security interest in all servicing fees to secure the obligations of Seller and any other permitted sub-servicers Subservicer to execute a Servicer Acknowledgement acknowledging Buyer’s interest service in the related Purchased Loans conformity with this Section and the any related Servicing Agreement and agreeing that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income with respect to the Purchased Loans in the applicable Collection Account or the Remittance Account as provided in this Agreement and the related Servicing Agreement (as modified by the related Servicer Acknowledgment), all in such manner as shall be acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the foregoing, each Seller shall, or shall cause Servicer or any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans into the applicable Collection Account within two (2) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted in the related Servicing Agreement (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect to such Purchased LoansAgreement. (f) Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no Event of Default has occurred and is continuing)At Buyer’s request, the applicable Seller shall terminate promptly deliver to Buyer reports regarding the status of any Mortgage Loan being serviced by Seller, which reports shall include, but shall not be limited to, a description of any default thereunder for more than thirty (30) days or such Servicerother circumstances that could cause a material adverse effect on such Mortgage Loan, Buyer’s title to such Mortgage Loan or the collateral securing such Mortgage Loan; Seller may be required to deliver such reports until the repurchase of the Mortgage Loan by Seller. Seller shall immediately notify Buyer if it becomes aware of any payment default that occurs under the Mortgage Loan or any default under any Servicing Agreement that would materially and adversely affect any Mortgage Loan subject thereto. (g) Seller shall release its custody of the contents of any Credit File or Mortgage File only (i) in accordance with the written instructions of Buyer, (ii) upon the consent of Buyer when such release is required as incidental to Seller’s servicing of the Mortgage Loan, is required to complete the Takeout Commitment or comply with the Takeout Commitment requirements, or (iii) as required by Requirements of Law. (h) Buyer reserves the right to service the related Purchased Loans under the related Servicing Agreement without payment of any penalty or termination fee and shall appoint a successor servicer acceptable to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination Event. Upon the occurrence of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereof, and the applicable Seller, if required by Repo Agent, shall exercise at any right to terminate each Servicer’s right time to service the related Purchased Loans that it may have, in any Mortgage Loan (each case without payment of any termination fee or any other amount to such Servicer or any of its agents or sub-servicers to the extent permitted by the related Servicing Agreement. In any case where Servicer is so terminated, Sellers and Servicers shall cooperate in transferring the servicing and all Servicing Records relating to the Purchased Loans to a successor servicer approved by Repo Agent “Successor Servicer”) in its sole discretion. For the avoidance of doubt any termination of If Buyer elects to make such an appointment due to a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event Default or an Event of Default Default, Seller shall be deemed assessed all costs and expenses incurred by Buyer associated with transferring the Mortgage Loans to the Successor Servicer. In the event of such an appointment, Seller shall perform all acts and take all action so that any part of an exercise of Buyer’s rights the Credit File and related Records held by Seller, together with all Income and other receipts relating to cause the liquidationsuch Mortgage Loan, termination or acceleration of this Agreement. (g) To the extent applicableare promptly delivered to Successor Servicer, each and shall otherwise reasonably cooperate with Buyer in effectuating such transfer. Seller shall use commercially reasonable efforts to cause each have no claim for lost servicing income, lost profits or other damages if Buyer appoints a Successor Servicer and any permitted sub-servicer to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent that such Servicer or permitted sub-servicer has the ability to service the related Purchased Loan as provided in this Agreement, the related Servicing Agreement hereunder and the related Servicer Acknowledgment. (h) If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer servicing fee is reduced or any other entity responsible to such Seller for managing or servicing any Purchased Loan has failed to perform fully such Seller’s obligations under the Transaction Documents or any of the obligations of such entities with respect to the related Purchased Loans, such Seller shall promptly notify Repo Agent and promptly remedy any non-complianceeliminated. (i) Upon any termination For the avoidance of a Servicer as doubt, Seller retains no economic rights to the servicing of the Purchased Mortgage Loans provided herein, in the Servicer Acknowledgment or in the related Servicing Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such that Seller shall transfer servicing and such Servicing Rights), including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer. (j) The Servicer may hire a sub-servicer continue to service the Purchased LoansMortgage Loans hereunder as part of its Obligations hereunder. As such, but only with Seller expressly acknowledges that the consent of Purchased Mortgage Loans are sold to Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer. (k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a “servicing released released” basis.

Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer a. Seller, on a servicing retained basis and the Servicing Released Purchased Loans will be sold by the applicable Seller to Buyer on a servicing released basis. (b) Each Seller Buyer's behalf, shall contract with each Servicer to to, or if Seller is the Servicer, Seller shall, service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer Seller customarily exhibits requires with respect to similar mortgage loans Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. Each The Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Mortgage Loans or any payment thereunder. Buyer may terminate the servicing of any Mortgage Loan with the then-existing servicer in accordance with Section 12(e) hereof. (c) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ is the owner of all Servicing Rights and Servicing Records and such Servicing Rights are not severable from or to be separated from the Servicing Released Purchased Loans. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Repo Agent’s request. (d) Each b. Seller shall cause the related Servicer to hold or cause to be held all escrow payments funds collected by Servicer with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such escrow payments funds were collected. (e) Each c. Seller shall cause each the Servicer and to deposit all collections received by Servicer on the Purchased Mortgage Loans in the Collection Account no later than the 5th Business Day following receipt; provided, however, that any other permitted sub-servicers amounts required to execute be remitted to Buyer shall be deposited in the Collection Account on or prior to the day on which such remittance is to occur. d. Upon Buyer's request, Seller shall provide promptly to Buyer (i) a Servicer Acknowledgement acknowledging Buyer’s interest in Notice addressed to and agreed to by the Servicer of the related Purchased Mortgage Loans, advising such Servicer of such matters as Buyer may reasonably request, including, without limitation, recognition by the Servicer of Buyer's interest in such Purchased Mortgage Loans and the related Servicing Agreement and agreeing Servicer's agreement that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income upon receipt of notice of an Event of Default from Buyer, it will follow the instructions of Buyer with respect to the Purchased Mortgage Loans in the applicable Collection Account or the Remittance Account as provided in this Agreement and the any related Servicing Agreement (as modified by the related Servicer Acknowledgment), all in such manner as shall be acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the foregoing, each Seller shall, or shall cause Servicer or any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans into the applicable Collection Account within two (2) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted in the related Servicing Agreement (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect to such Purchased Loansthereto. (f) e. Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no an Event of Default has occurred and is continuing)hereunder or a material default under the Servicing Agreement, Buyer shall have the applicable Seller shall right to immediately terminate such the Servicer’s 's right to service the related Purchased Mortgage Loans under the related Servicing Agreement without payment of any penalty or termination fee and shall appoint a successor servicer acceptable to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination Eventfee. Upon the occurrence of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereof, Seller and the applicable Seller, if required by Repo Agent, shall exercise any right to terminate each Servicer’s right to service the related Purchased Loans that it may have, in each case without payment of any termination fee or any other amount to such Servicer or any of its agents or sub-servicers to the extent permitted by the related Servicing Agreement. In any case where Servicer is so terminated, Sellers and Servicers shall cooperate in transferring the servicing and all Servicing Records relating to of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Agent Buyer in its sole discretion. For the avoidance of doubt any termination of a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement. (g) To the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer and any permitted sub-servicer to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent that such Servicer or permitted sub-servicer has the ability to service the related Purchased Loan as provided in this Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (h) f. If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer Seller or any other entity responsible to such Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such Seller’s 's obligations under the Transaction Documents Program Agreements or any of the obligations of such entities with respect to the related Purchased Mortgage Loans, such Seller shall promptly notify Repo Agent and promptly remedy any non-compliance. (i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights), including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer. (j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer. (k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a servicing released basis.

Servicing. (a) The parties hereto agree Seller shall service the Purchased Mortgage Loans as agent for Buyer and acknowledge in accordance with prudent mortgage loan servicing standards and procedures generally accepted in the mortgage banking industry and in accordance with all applicable requirements of the Agencies, Requirement of Law, the provisions of any applicable servicing agreement, and the requirements of any applicable Takeout Commitment and the Approved Investor, so that the Servicing Retained Purchased Loans will be sold eligibility of the Mortgage Loan for purchase under such Takeout Commitment is not voided or reduced by the applicable Seller to Buyer on a such servicing retained basis and the Servicing Released Purchased Loans will be sold by the applicable Seller to Buyer on a servicing released basisadministration. (b) Each If any Mortgage Loan that is proposed to be sold on a Purchase Date is serviced by a servicer other than Seller (a “Subservicer”), or if the servicing of any Mortgage Loan is to be transferred to a Subservicer, Seller shall contract with each Servicer to service provide a copy of the related Purchased Loans consistent with servicing agreement and a Servicer Notice executed by such Subservicer (collectively, the degree of skill and care that “Servicing Agreement”) to Buyer prior to such Servicer customarily exhibits with respect to similar mortgage loans owned Purchase Date or managed by it and in accordance with Accepted Servicing Practicesservicing transfer date, as applicable. Each Servicer shallsuch Servicing Agreement shall be in form and substance acceptable to Buyer. In addition, Seller shall have obtained the prior written consent of Buyer for such Subservicer to subservice the Mortgage Loans, which consent may be withheld in Buyer’s sole discretion. In no event shall Seller’s use of a Subservicer relieve Seller of its obligations hereunder, and Seller shall ensure that each permitted sub-servicer will, (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its remain liable under this Agreement as if Seller were servicing responsibilities hereunder, (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased such Mortgage Loans or any payment thereunderdirectly. (c) Each Seller agrees shall transfer actual servicing of each Purchased Mortgage Loan, together with respect all of the related Records in its possession, to Buyer’s designee and designate Buyer’s designee as the servicer in the MERS System upon the earliest of (i) the occurrence of a Default or Event of Default hereunder, (ii) the termination of Seller as interim servicer by Buyer pursuant to this Agreement, (iii) the expiration (and non-renewal) of the Servicing Released Term, or (iv) transfer of servicing to any entity approved by Buyer and the assumption thereof by such entity. Buyer shall have the right to terminate Seller as interim servicer of any of the Purchased Loans Mortgage Loans, which right shall be exercisable at any time in Buyer’s sole discretion, upon written notice. Seller’s transfer of the Records and as between servicing under this Section 15 shall be in accordance with customary standards in the industry and such Seller and ▇▇▇▇▇, ▇▇▇▇▇ is transfer shall include the owner transfer of the gross amount of all Servicing Rights and Servicing Records and such Servicing Rights are not severable from escrows held for the related mortgagors (without reduction for unreimbursed advances or to be separated from the Servicing Released Purchased Loans. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Repo Agent’s request“negative escrows”). (d) Each During the period Seller is servicing the Purchased Mortgage Loans as agent for Buyer, Seller agrees that Buyer is the owner of the related Credit Files and Records and Seller shall at all times maintain and safeguard and cause the related Servicer Subservicer to hold or cause to be held all escrow payments collected with respect to any Purchased Loans in trust accounts maintain and shall apply safeguard the same Credit File for the purposes Purchased Mortgage Loans (including photocopies or images of the documents delivered to Buyer), and accurate and complete records of its servicing of the Purchased Mortgage Loan; Seller’s possession of the Credit Files and Records being for which the sole purpose of servicing such escrow payments were collectedPurchased Mortgage Loan and such retention and possession by Seller being in a custodial capacity only. (e) Each At Buyer’s request, Seller shall promptly deliver to Buyer reports regarding the status of any Purchased Mortgage Loan being serviced by Seller, which reports shall include, but shall not be limited to, a description of any default thereunder for more than thirty (30) days or such other circumstances that could cause each Servicer and any other permitted sub-servicers to execute a Servicer Acknowledgement acknowledging material adverse effect on such Purchased Mortgage Loan, Buyer’s interest in the related Purchased Loans and the related Servicing Agreement and agreeing that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income with respect to the Purchased Loans in the applicable Collection Account or the Remittance Account as provided in this Agreement and the related Servicing Agreement (as modified by the related Servicer Acknowledgment), all in such manner as shall be acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the foregoing, each Seller shall, or shall cause Servicer or any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans into the applicable Collection Account within two (2) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted in the related Servicing Agreement (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect title to such Purchased LoansMortgage Loan or the collateral securing such Purchased Mortgage Loan; Seller may be required to deliver such reports until the repurchase of the Purchased Mortgage Loan by Seller. Seller shall immediately notify Buyer if it becomes aware of any payment default that occurs under the Purchased Mortgage Loan or any default under any Servicing Agreement that would materially and adversely affect any Purchased Mortgage Loan subject thereto. (f) Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no Event of Default has occurred and is continuing), the applicable Seller shall terminate release its custody of the contents of any Credit File or Mortgage File only (i) in accordance with the written instructions of Buyer, (ii) upon the consent of Buyer when such Servicerrelease is required as incidental to Seller’s servicing of the Purchased Mortgage Loan, is required to complete the Takeout Commitment or comply with the Takeout Commitment requirements, or (iii) as required by any applicable Requirement of Law. (g) Buyer reserves the right to service the related Purchased Loans under the related Servicing Agreement without payment of any penalty or termination fee and shall appoint a successor servicer acceptable at any time to Repo Agent within five service any Purchased Mortgage Loan (5each a “Successor Servicer”) Business Days of in its sole discretion. If Buyer elects to make such Servicer Termination Event, and shall complete an appointment due to a transfer of servicing of the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination Event. Upon the occurrence of an Default or Event of Default, Repo Agent may exercise such right of termination that may arise Seller shall be assessed all costs and shall provide Sellers expenses incurred by Buyer associated with notice thereof, and the applicable Seller, if required by Repo Agent, shall exercise any right to terminate each Servicer’s right to service the related Purchased Loans that it may have, in each case without payment of any termination fee or any other amount to such Servicer or any of its agents or sub-servicers to the extent permitted by the related Servicing Agreement. In any case where Servicer is so terminated, Sellers and Servicers shall cooperate in transferring the servicing of the Purchased Mortgage Loans to the Successor Servicer. In the event of such an appointment, Seller shall perform all acts and take all Servicing action so that any part of the Credit File and related Records held by Seller, together with all funds in the Custodial Account and other receipts relating to such Purchased Mortgage Loan, are promptly delivered to Successor Servicer, and shall otherwise reasonably cooperate with Buyer in effectuating such transfer. Seller shall have no claim for lost servicing income, lost profits or other damages if Buyer appoints a Successor Servicer hereunder and the Purchased Loans to a successor servicer approved by Repo Agent in its sole discretionservicing fee is reduced or eliminated. For the avoidance of doubt any termination of a the Servicer’s rights to service by Repo Agent the Buyer as a result of a Servicer Termination Event Default or an Event of Default shall be deemed part of an exercise of the Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement. (gh) To For the extent applicableavoidance of doubt, each Seller retains no economic rights to the servicing of the Purchased Mortgage Loans provided that Seller shall use commercially reasonable efforts to cause each Servicer and any permitted sub-servicer to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent that such Servicer or permitted sub-servicer has the ability to service the related Purchased Loan as provided in this Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (h) If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such Seller for managing or servicing any Purchased Loan has failed to perform fully such Seller’s obligations under the Transaction Documents or any of the obligations of such entities with respect to the related Purchased Loans, such Seller shall promptly notify Repo Agent and promptly remedy any non-compliance. (i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights), including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer. (j) The Servicer may hire a sub-servicer continue to service the Purchased LoansMortgage Loans hereunder as part of its Obligations hereunder. As such, but only with Seller expressly acknowledges that the consent of Purchased Mortgage Loans are sold to Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer. (k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a “servicing released released” basis.

Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans Assets will be sold by the applicable Seller to Buyer on a servicing retained basis and the Servicing Released Purchased Loans will be sold by the applicable Seller to Buyer on a servicing released basis. In furtherance of the foregoing, Seller and Buyer hereby agree and confirm that from and after the date hereof, only such Servicing Agreements that have been approved by Buyer shall govern the servicing of the Purchased Assets and any prior agreement between Seller and any other Person or otherwise with respect to such servicing is hereby superseded in all respects. Provided that Buyer shall have received a duly executed Servicer Acknowledgement from Servicer, prior to an Event of Default, Seller may retain, on behalf of Buyer, Servicer to service the Purchased Assets for the benefit of or on behalf of Buyer; provided, however, that the obligation of Servicer to service any Purchased Asset for the benefit of or on behalf of Buyer as aforesaid shall cease upon the repurchase of such Purchased Asset by Seller in accordance with the provisions of this Agreement or as otherwise provided in the Servicer Acknowledgement. (b) Each Seller shall contract with each Servicer to service the related Purchased Loans consistent with the degree of skill and care that such Servicer customarily exhibits with respect to similar mortgage loans owned or managed by it and in accordance with Accepted Servicing Practices. Each Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Loans or any payment thereunder. (c) Each Seller agrees with respect to the Servicing Released Purchased Loans and that, as between such Seller and ▇▇▇▇▇Buyer, ▇▇▇▇▇ is the owner of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Rights and Servicing Records and such Servicing Rights Records”) so long as the Purchased Assets are not severable from or subject to be separated from the Servicing Released Purchased Loansthis Agreement. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records in Seller’s possession and to deliver them promptly to Buyer or its designee (including Custodian) at Repo AgentBuyer’s request. (c) Seller shall not, and shall not provide consent to Servicer to, employ any other sub- servicers to service the Purchased Assets, except as contemplated by the Servicing Agreement, without the prior written approval of Buyer which approval shall be in Buyer’s sole discretion. (d) Each Seller shall cause the related Servicer to hold or cause to be held all escrow payments collected with respect to any Purchased Loans in trust accounts and shall apply the same for the purposes for which such escrow payments were collected. (e) Each Seller shall cause each Servicer and any other permitted sub-servicers to execute a Servicer Acknowledgement acknowledging Buyer’s interest in the related Purchased Loans Assets and the related Servicing Agreement and agreeing that such Servicer and any permitted sub-servicer (if applicable) shall deposit or, as applicable, shall cause to be deposited, all Income with respect to the Purchased Loans Assets in the applicable Collection Account or the Remittance Account as provided in this Agreement and the related Servicing Agreement (as modified by the related Servicer Acknowledgment)Controlled Account, all in such manner as shall be reasonably acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the foregoing, each Seller shall, or shall cause Servicer or any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans into the applicable Collection Account within two (2) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted in the related Servicing Agreement (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect to such Purchased LoansBuyer. (f) Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no Event of Default has occurred and is continuing), the applicable Seller shall terminate such Servicer’s right to service the related Purchased Loans under the related Servicing Agreement without payment of any penalty or termination fee and shall appoint a successor servicer acceptable to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination Event. Upon the occurrence of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereof, and the applicable Seller, if required by Repo Agent, shall exercise any right to terminate each Servicer’s right to service the related Purchased Loans that it may have, in each case without payment of any termination fee or any other amount to such Servicer or any of its agents or sub-servicers to the extent permitted by the related Servicing Agreement. In any case where Servicer is so terminated, Sellers and Servicers shall cooperate in transferring the servicing and all Servicing Records relating to the Purchased Loans to a successor servicer approved by Repo Agent in its sole discretion. For the avoidance of doubt any termination of a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement. (ge) To the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer and any permitted sub-servicer the Servicing Agreement or the Servicing Acknowledgment to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent that such Servicer or permitted sub-servicer has the ability to service the related such Purchased Loan Asset as provided in this Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (h) If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such Seller for managing or servicing any Purchased Loan has failed to perform fully such Seller’s obligations under the Transaction Documents or any of the obligations of such entities with respect to the related Purchased Loans, such Seller shall promptly notify Repo Agent and promptly remedy any non-compliance. (i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights), including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer. (j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer. (kf) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans Assets on a servicing released basisbasis without payment of any termination fee or any other amount to Servicer. Upon the occurrence of an Event of Default hereunder, ▇▇▇▇▇ shall have the right immediately to terminate Servicer’s right to service the Purchased Assets without payment of any penalty or termination fee.

Servicing. (a) The parties hereto agree Notwithstanding the purchase and acknowledge that sale of the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer on a servicing retained basis and hereunder, GKK Manager LLC or such other Servicer shall continue to service the Servicing Released Purchased Loans will be sold at Seller’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 the applicable Seller to Buyer on a hereunder have been paid in full or (iii) the transfer of servicing released basis. (b) Each approved by Seller and Buyer, which Buyer’s consent shall not be unreasonably withheld. Seller shall contract with each service and shall cause the Servicer to service the related Purchased Loans consistent with the degree of skill and care that such Servicer customarily exhibits with respect to similar mortgage loans owned or managed by it and in accordance with Accepted Servicing Practices. Each Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Loans or any payment thereunder. (cb) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements (the “Servicing Rights Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Loans (the “Servicing Records and such Servicing Rights Records”) so long as the Purchased Loans are not severable from or subject to be separated from the Servicing Released Purchased LoansAgreement. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Repo AgentBuyer’s request. (c) Upon the occurrence and continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Loans on a servicing released basis or (ii) terminate Servicer or any sub-servicer of the Purchased Loans with or without cause, in each case without payment of any termination fee 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) Each Seller shall cause not, and shall not permit Servicer to, employ sub-servicers to service the related Servicer to hold or cause to be held all escrow payments collected with respect to any Purchased Loans without the prior written approval of Buyer which shall not be unreasonably withheld. If the Purchased Loans are serviced by a sub-servicer, Seller shall irrevocably assign all rights, title and interest in trust accounts and shall apply the same for the purposes for which Servicing Agreements with such escrow payments were collectedsub-servicer to Buyer. (e) Each Seller shall cause each Servicer and any other permitted sub-servicers engaged by Seller to execute a Servicer Acknowledgement letter agreement with Buyer acknowledging Buyer’s security interest in the related Purchased Loans and the related Servicing Agreement Agreements and agreeing that each such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income with respect to the Purchased Loans in the applicable Collection Account or the Remittance Account as provided in this Agreement and the related Servicing Agreement (as modified by the related Servicer Acknowledgment)Blocked Account, all in such manner as shall be reasonably acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the foregoing, each Seller shall, or shall cause Servicer or any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans into the applicable Collection Account within two (2) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted in the related Servicing Agreement (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect to such Purchased LoansBuyer. (f) Upon In the occurrence of a Servicer Termination Event with respect to event Seller or its Affiliate is servicing any Servicer (and provided no Event of Default has occurred and is continuing)Purchased Loan, the applicable Seller shall terminate such Servicerpermit Buyer to inspect Seller’s right 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 related such Purchased Loans under as provided in the related Servicing Agreement without payment of any penalty or termination fee and shall appoint a successor servicer acceptable to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination Event. Upon the occurrence of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereof, and the applicable Seller, if required by Repo Agent, shall exercise any right to terminate each Servicer’s right to service the related Purchased Loans that it may have, in each case without payment of any termination fee or any other amount to such Servicer or any of its agents or sub-servicers to the extent permitted by the related Servicing Agreement. In any case where Servicer is so terminated, Sellers and Servicers shall cooperate in transferring the servicing and all Servicing Records relating to the Purchased Loans to a successor servicer approved by Repo Agent in its sole discretion. For the avoidance of doubt any termination of a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement. (g) To the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer and any permitted sub-servicer to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent that such Servicer or permitted sub-servicer has the ability to service the related Purchased Loan as provided in this Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (h) If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such Seller for managing or servicing any Purchased Loan has failed to perform fully such Seller’s obligations under the Transaction Documents or any of the obligations of such entities with respect to the related Purchased Loans, such Seller shall promptly notify Repo Agent and promptly remedy any non-compliance. (i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing provide a copy of each report and such Servicing Rights), including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer. (j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations notice sent to Seller and to be sent to Buyer notwithstanding the engagement of any such sub-servicerconcurrently therewith. (k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a servicing released basis.

Servicing. (a) The parties hereto Master Seller, on behalf of itself and each Series Seller, and Buyer agree and acknowledge that all Servicing Rights with respect to the Servicing Retained Purchased Loans will be sold by the applicable Seller transferred hereunder to Buyer on the applicable Purchase Date and such Servicing Rights shall be transferred by Buyer to Master Seller or the applicable Series Seller upon the applicable Series Seller’s payment of the Repurchase Price for such Purchased Loans, in each case subject to the terms of the applicable Servicing Agreement. Notwithstanding the transfer of Servicing Rights to Buyer, Master Seller, on behalf of itself and each Series Seller, shall be entitled to exercise all discretion with respect to any directions or consents to be given to the Servicer of the Purchased Loans (other than as provided below) and to appoint a servicer for each Purchased Loan subject to the prior written consent of Buyer, which consent may be given by Buyer in its reasonable discretion; provided, however, that (i) upon the occurrence and during the continuance of a Facility Event of Default, Master Seller’s and each Series Seller’s rights to exercise such discretion with respect to all of the Purchased Loans shall automatically terminate and be of no further force and effect, and (ii) upon the occurrence and during the continuance of a Transaction Event of Default with respect to any Purchased Loan, Master Seller’s and the applicable Series Seller’s rights to exercise such discretion with respect to such Purchased Loan shall automatically terminate and be of no further force and effect. Buyer hereby agrees that ▇▇▇▇▇ Fargo Bank, National Association or any other third party servicer otherwise approved by Buyer in writing (a “Servicer”) may service the Purchased Loans for the benefit of Buyer in accordance with the terms and conditions of the servicing retained agreement in effect for each such Servicer, provided that each such servicing agreement shall have been approved in writing by Buyer in its reasonable discretion and, if Buyer shall exercise its rights to pledge or hypothecate the Purchased Loans pursuant to Section 8, Buyer’s assigns (each such servicing agreement approved by Buyer (and, if applicable, Buyer’s assigns), a “Servicing Agreement” and, collectively, the “Servicing Agreements”); and provided, further, that any such Servicer shall have entered into a Servicer Notice and Agreement substantially in the form of Exhibit IX attached hereto (a “Servicer Notice and Agreement”) acknowledging Buyer’s interests in the related Purchased Loans and its rights to sell such Purchased Loans on a servicing-released basis and to terminate the term of such Servicing Released Rights with respect to any Purchased Loans will be sold by Buyer from and after an Event of Default pursuant to its exercise of remedies pursuant to Section 13 hereof. Master Seller shall cause the applicable Purchased Loans to be serviced in accordance with Accepted Servicing Practices approved by Buyer in its reasonable discretion and practiced by other prudent mortgage lenders with respect to mortgage loans similar to the Purchased Loans. Master Seller shall not, and shall not direct or permit any Servicer to, enter into, consent to Buyer on or approve any amendment, modification or termination, or waiver of any term or provision, of any Purchased Loan or Purchased Loan Documents which constitutes a servicing released basisMaterial Action or take any other Material Action without Buyer’s prior written consent. (b) Each Seller shall contract with Master Seller, on behalf of itself and each Servicer to service the related Purchased Loans consistent with the degree of skill and care Series Seller, agrees that such Servicer customarily exhibits with respect to similar mortgage loans owned or managed by it and in accordance with Accepted Servicing Practices. Each Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Loans or any payment thereunder. (c) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ is the owner of all of Seller’s right, title and interest, if any, in and to all servicing records, including but not limited to any and all Servicing Rights Agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Loans (collectively, the “Servicing Records”) so long as the Purchased Loans are subject to this Agreement. Master Seller, on behalf of itself and each Series Seller, grants Buyer a security interest in all of Seller’s interest (if any) in 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 28 and such Servicing Rights are not severable from or any other obligation of Seller to be separated from the Servicing Released Purchased LoansBuyer. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records and (if any are in Seller’s possession) and, upon Buyer’s request, to deliver them promptly to Buyer or its designee (including the Custodian) at Repo Agent’s requestupon the occurrence and during the continuance of an Event of Default. (dc) Each Seller shall cause Upon the related Servicer to hold or cause to be held all escrow payments collected with respect to any Purchased Loans in trust accounts occurrence and shall apply during the same for the purposes for which such escrow payments were collected. (e) Each Seller shall cause each Servicer and any other permitted sub-servicers to execute a Servicer Acknowledgement acknowledging Buyer’s interest in the related Purchased Loans and the related Servicing Agreement and agreeing that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income with respect to the Purchased Loans in the applicable Collection Account or the Remittance Account as provided in this Agreement and the related Servicing Agreement (as modified by the related Servicer Acknowledgment)continuance of an Event of Default, all in such manner as shall be acceptable to Repo Agent Buyer may, in its sole and absolute discretion. Without limiting the generality of the foregoing, each Seller shall, or shall cause Servicer or subject to Section 13 and any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans into terms in the applicable Collection Account within two Servicing Agreements approved by Buyer (2i) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted in the related Servicing Agreement (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect to such Purchased Loans. (f) Upon the occurrence case of a Servicer Termination Event with respect to any Servicer (and provided no Event of Default has occurred and is continuing), the applicable Seller shall terminate such Servicer’s right to service the related Purchased Loans under the related Servicing Agreement without payment of any penalty or termination fee and shall appoint a successor servicer acceptable to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination Event. Upon the occurrence of an Facility Event of Default, Repo Agent may exercise such right sell its rights to any or all of termination that may arise the Purchased Loans (or in the case of a Transaction Event of Default, sell its rights to the affected Purchased Loan(s)) on a servicing released basis or (ii) in the case of a Facility Event of Default, terminate any Servicer or sub-servicer of any or all of the Purchased Loans (or in the case of a Transaction Event of Default, terminate the Servicer and shall provide Sellers with notice thereof, and the applicable Sellersub-servicer, if required by Repo Agentany, shall exercise any right to terminate each Servicer’s right to service for the related affected Purchased Loans that it may haveLoan(s)), with or without cause, in each case without payment of any termination fee or any other amount fee. Seller shall cause each Servicer to cooperate with Buyer in effecting such termination and transferring all authority to service such Purchased Loans to the successor servicer, including requiring such Servicer or any of to (i) promptly transfer all data in its agents or sub-servicers to the extent permitted by the related Servicing Agreement. In any case where Servicer is so terminated, Sellers and Servicers shall cooperate in transferring the servicing and all Servicing Records possession relating to the applicable Purchased Loans to a the successor servicer approved by Repo Agent in such electronic format as the successor servicer may reasonably request, (ii) promptly transfer to the successor servicer, Buyer or Buyer’s designee, the Purchased Loan File and all other files, records, correspondence and documents in its sole discretion. For possession relating to the avoidance of doubt any termination of a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement. applicable Purchased Loans and (giii) To the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer cooperate and coordinate with the successor servicer and/or Buyer to comply with any permitted subapplicable so-servicer to permit Buyer and Repo Agent to inspect such Servicer’s called “goodbye” letter requirements or other applicable requirements of the Real Estate Settlement Procedures Act or other applicable legal or regulatory requirement associated with the transfer of the servicing facilities for of the purpose of satisfying Buyer and Repo Agent applicable Purchased Loans. Seller agrees that if either Seller or any such Servicer or permitted sub-servicer has the ability fails to service the related Purchased Loan as provided in this Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (h) If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer cooperate with Buyer or any other entity responsible to successor servicer in effecting the termination of such Seller for managing or servicing Servicer as servicer of any Purchased Loan has failed to perform fully such Seller’s obligations under or the Transaction Documents or any of the obligations of such entities with respect to the related Purchased Loans, such Seller shall promptly notify Repo Agent and promptly remedy any non-compliance. (i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights), including, without limitation, delivery of all servicing files authority to the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause service such Servicer Purchased Loan to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans successor servicer in accordance with the terms of this Agreement hereof and for the benefit of Buyerapplicable Servicing Agreement, Buyer shall be entitled to injunctive relief. (jd) The Seller shall not employ any Servicers rated below “above average” by S&P, unless such Servicer may hire a sub-servicer is otherwise approved by Buyer to service the Purchased LoansLoans (it being acknowledged and agreed that ▇▇▇▇▇ Fargo Bank, but only with National Association is deemed approved by Buyer. Seller shall collaterally assign to Buyer all of its rights, title and interest under any Servicing Agreements as a condition of allowing the consent of Buyer Purchased Loans to be serviced by such Servicer and provided that shall cause each such sub-servicer Servicer engaged by Seller to execute a Servicer Acknowledgment acceptable Notice and Agreement with Buyer acknowledging Buyer’s security interest, agreeing that it shall deposit all Income and any other sums required to Buyer. The Servicer shall remain liable be remitted to the holder of the Purchased Loans under related Purchased Loan Documents to the Depository for deposit in the Cash Management Account as set forth in Section 5 hereof or as otherwise directed in a written notice signed by Buyer for its obligations so long as such Purchased Loan is subject to Seller this Agreement, and Buyer notwithstanding the engagement of any such sub-serviceracknowledging Buyer’s rights to terminate servicing as otherwise set forth above in this Section 28. (ke) Buyer mayIf Servicer is an Affiliate of Seller or Sponsor, in its sole the payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a servicing released basisthis Agreement.

Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans Assets will be sold by the applicable Seller to Buyer on a servicing retained basis and the Servicing Released Purchased Loans will be sold by the applicable Seller to Buyer on a servicing released basis. In furtherance of the foregoing, Seller and Buyer hereby agree and confirm that from and after the date hereof, only such Servicing Agreements that have been approved by Buyer shall govern the servicing of the Purchased Assets and any prior agreement between Seller and any other Person or otherwise with respect to such servicing is hereby superseded in all respects. Prior to an Event of Default, Seller may retain Servicer, on behalf of Buyer, to service the Purchased Assets for the benefit of or on behalf of Buyer; provided, however, that the obligation of Servicer to service any Purchased Asset for the benefit of or on behalf of Buyer as aforesaid shall cease upon the repurchase of such Purchased Asset by Seller in accordance with the provisions of this Agreement or as otherwise provided in the Servicing Agreement. (b) Each Seller shall contract with each Servicer to service the related Purchased Loans consistent with the degree of skill and care that such Servicer customarily exhibits with respect to similar mortgage loans owned or managed by it and in accordance with Accepted Servicing Practices. Each Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Loans or any payment thereunder. (c) Each Seller agrees with respect to the Servicing Released Purchased Loans and that, as between such Seller and ▇▇▇▇▇Buyer, ▇▇▇▇▇ Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Rights and Servicing Records and such Servicing Rights Records”) so long as the Purchased Assets are not severable from or subject to be separated from the Servicing Released Purchased Loansthis Agreement. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records in Seller’s possession and to deliver them promptly to Buyer or its designee (including Custodian) at Repo AgentBuyer’s request. (c) Seller shall not, and shall not provide consent to Servicer to, employ any other sub-servicers to service the Purchased Assets without the prior written approval of Buyer which approval shall be in Buyer’s sole discretion. (d) Each To the extent required by Buyer, Seller shall cause the related Servicer to hold or cause to be held all escrow payments collected with respect to any Purchased Loans in trust accounts and shall apply the same for the purposes for which such escrow payments were collected. (e) Each Seller shall cause each Servicer and any other permitted sub-servicers engaged on behalf of Buyer to execute a Servicer Acknowledgement servicer acknowledgment acknowledging Buyer’s interest in the related Purchased Loans Assets and the related Servicing Agreement and agreeing that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income with respect to the Purchased Loans Assets in the applicable Collection Account or the Remittance Account as provided in this Agreement and the related Servicing Agreement (as modified by the related Servicer Acknowledgment)Blocked Account, all in such manner as shall be reasonably acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the foregoing, each Seller shall, or shall cause Servicer or any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans into the applicable Collection Account within two (2) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted in the related Servicing Agreement (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect to such Purchased LoansBuyer. (f) Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no Event of Default has occurred and is continuing), the applicable Seller shall terminate such Servicer’s right to service the related Purchased Loans under the related Servicing Agreement without payment of any penalty or termination fee and shall appoint a successor servicer acceptable to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination Event. Upon the occurrence of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereof, and the applicable Seller, if required by Repo Agent, shall exercise any right to terminate each Servicer’s right to service the related Purchased Loans that it may have, in each case without payment of any termination fee or any other amount to such Servicer or any of its agents or sub-servicers to the extent permitted by the related Servicing Agreement. In any case where Servicer is so terminated, Sellers and Servicers shall cooperate in transferring the servicing and all Servicing Records relating to the Purchased Loans to a successor servicer approved by Repo Agent in its sole discretion. For the avoidance of doubt any termination of a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement. (ge) To the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer and any permitted sub-servicer to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent that such Servicer or permitted sub-servicer has the ability to service the related such Purchased Loan Asset as provided in this Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (h) If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such Seller for managing or servicing any Purchased Loan has failed to perform fully such Seller’s obligations under the Transaction Documents or any of the obligations of such entities with respect to the related Purchased Loans, such Seller shall promptly notify Repo Agent and promptly remedy any non-compliance. (i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights), including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer. (j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer. (kf) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans Assets on a servicing released basisbasis 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 Assets without payment of any penalty or termination fee.

Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer on a servicing retained basis and the Servicing Released Purchased Loans will be sold by the applicable Seller to Buyer on a servicing released basis. (b) Each Seller shall contract with each cause the Servicer to service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer customarily exhibits required with respect to similar mortgage loans Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practicesall applicable industry standards. Each The Seller shall cause the Servicer shall, and shall ensure that each permitted sub-servicer will, to (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Mortgage Loans or any payment thereunder. (cb) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ is the owner of all Servicing Rights and Servicing Records and such Servicing Rights are not severable from or to be separated from the Servicing Released Purchased Loans. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Repo Agent’s request. (d) Each The Seller shall cause the related Servicer to hold or cause to be held all escrow payments funds collected by the Seller with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such escrow payments funds were collected. (ec) Each The Seller shall cause each the Servicer and any other permitted sub-servicers to execute a Servicer Acknowledgement acknowledging Buyer’s interest in the related Purchased Loans and the related Servicing Agreement and agreeing that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income with respect to the Purchased Loans in the applicable Collection Account or the Remittance Account as provided in this Agreement and the related Servicing Agreement (as modified by the related Servicer Acknowledgment), all in such manner as shall be acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the foregoing, each Seller shall, or shall cause Servicer or any permitted sub-servicer to deposit all Income collections received by any the Servicer on any account of the Purchased Mortgage Loans into the applicable Collection Account within two (2) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted in the related Servicing Agreement (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect to such Purchased Loanstwo Business Days following receipt. (fd) Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no Default or Event of Default has occurred and is continuing)hereunder, Buyer shall have the applicable Seller shall right to immediately terminate such the Servicer’s right to service the related Purchased Mortgage Loans under the related Servicing Agreement without payment of any penalty or termination fee and fee. The Seller shall appoint a successor servicer acceptable cause the Servicer to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination Event. Upon the occurrence of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereof, and the applicable Seller, if required by Repo Agent, shall exercise any right to terminate each Servicer’s right to service the related Purchased Loans that it may have, in each case without payment of any termination fee or any other amount to such Servicer or any of its agents or sub-servicers to the extent permitted by the related Servicing Agreement. In any case where Servicer is so terminated, Sellers and Servicers shall cooperate in transferring the servicing and all Servicing Records relating to of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Agent Buyer in its sole discretion. For the avoidance of doubt any termination of a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement. (g) To the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer and any permitted sub-servicer to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent that such Servicer or permitted sub-servicer has the ability to service the related Purchased Loan as provided in this Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (he) If either Seller the Servicer should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such the Seller by contract for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such Sellerthe Servicer’s obligations under the Transaction Repurchase Documents or any of the obligations of such entities with respect to the related Purchased Mortgage Loans, such the Seller shall promptly notify Repo Agent and promptly remedy any non-compliance. (i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights), including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer. (j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer. (k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a servicing released basis.

Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer Seller, on a servicing retained basis and the Servicing Released Purchased Loans will be sold by the applicable Seller to Buyer on a servicing released basis. (b) Each Seller Buyer’s behalf, shall service or contract with each a Servicer to interim service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer customarily exhibits requires with respect to similar mortgage loans Mortgage Loans owned or managed by it such Servicer and in accordance with Accepted Servicing Practices. Each The Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply with all applicable FederalRequirements of Law, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, (iii) comply with under the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Loans or any payment thereunderAgreement. (cb) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ is the owner of all Servicing Rights and Servicing Records and such Servicing Rights are not severable from or to be separated from the Servicing Released Purchased Loans. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Repo Agent’s request. (d) Each Seller shall cause the related Servicer to hold or cause to be held all escrow payments funds collected by Seller with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such escrow payments funds were collected. (ec) Each Seller shall cause each Servicer and any other permitted sub-servicers to execute a Servicer Acknowledgement acknowledging Buyer’s interest in the related Purchased Loans and the related Servicing Agreement and agreeing that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income with respect to the Purchased Loans in the applicable Collection Account or the Remittance Account as provided in this Agreement and the related Servicing Agreement (as modified by the related Servicer Acknowledgment), all in such manner as shall be acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the foregoing, each Seller shall, or shall cause the Servicer or and any permitted sub-interim servicer to to, deposit all Income collections received by any Seller or Servicer on account of the Purchased Mortgage Loans in accordance with the provisions of Section 5(a). If any Mortgage Loan that is proposed to be sold on a Purchase Date is serviced or subserviced by a servicer other than a currently approved Servicer, or if the servicing of any Purchased Loans into the applicable Collection Account within two Mortgage Loan is to be transferred from a currently approved Servicer to another servicer, Seller shall, prior to such Purchase Date or servicing transfer date, as applicable, (2i) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted in provide Buyer with the related Servicing Agreement pursuant to which such servicer shall service such Mortgage Loans, which Servicing Agreement shall be acceptable to Buyer in all respects, (as modified ii) obtain Buyer’s prior written consent to the use of such servicer in the performance of such servicing duties and obligations, which consent may be withheld in Buyer’s sole discretion and (iii) provide Buyer with a fully executed servicer notice or letter agreement, executed by the related Buyer, Seller and such Servicer Acknowledgment) (each, a “Servicer Side Letter”), in form and substance acceptable to withdraw or retain Buyer with respect to such Servicer. In no event shall Seller’s use of a Servicer relieve Seller of its obligations hereunder, and Seller shall remain liable under this Agreement as if Seller were servicing such Mortgage Loans directly. Seller hereby agrees and acknowledges, and shall cause any Servicer to agree and acknowledge, that Buyer or its designees shall have the right to conduct examinations and audits of the Servicer with respect to the servicing of the Purchased Mortgage Loans. Buyer shall also have the right to obtain copies of all Records relating to the Purchased Mortgage Loans, including all documents relating to the Purchased Mortgage Loans and the servicing thereof. (fd) Upon the occurrence and continuation of an Event of Default hereunder or a Servicer Termination Event with respect Event, Buyer shall have the right to any Servicer (and provided no Event of Default has occurred and is continuing), immediately terminate the applicable Seller shall terminate such Servicer’s right to service the related Purchased Mortgage Loans under the related Servicing Agreement (subject to the related servicing transfer period) without payment of any penalty or termination fee and shall appoint a successor servicer acceptable to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination Eventfee. Upon the occurrence of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereof, Seller and the applicable Seller, if required by Repo Agent, shall exercise any right to terminate each Servicer’s right to service the related Purchased Loans that it may have, in each case without payment of any termination fee or any other amount to such Servicer or any of its agents or sub-servicers to the extent permitted by the related Servicing Agreement. In any case where Servicer is so terminated, Sellers and Servicers shall cooperate in transferring the servicing and all Servicing Records relating to of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Agent Buyer in its sole discretion. For the avoidance of doubt any termination of a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement. (g) To the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer and any permitted sub-servicer to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent that such Servicer or permitted sub-servicer has the ability to service the related Purchased Loan as provided in this Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (he) If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer Seller or any other entity responsible by contract to such Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such Seller’s obligations under the Transaction Facility Documents or any of the obligations of such entities with respect to the related Purchased Mortgage Loans, such Seller shall promptly notify Repo Agent Buyer and promptly remedy any non-compliance. (if) The Servicer’s rights and obligations to interim service the Purchased Mortgage Loans shall terminate on the twentieth (20th) day of each calendar month (and if such day is not a Business Day, the next succeeding Business Day), unless otherwise directed in writing by the Buyer prior to such date. For purposes of this provision, notice provided by electronic mail shall constitute written notice. For the avoidance of doubt, this Subsection 18(f) shall no longer apply to any Purchased Mortgage Loan that is repurchased in full by Seller in accordance with the provisions of this Agreement and therefore is no longer subject to a Transaction. Upon any termination in accordance with the first sentence of a Servicer as provided hereinthis Subsection 18(f), in the Servicer Acknowledgment or in the related Servicing Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights)servicing, including, without limitation, delivery of all servicing files in Servicer’s possession to the designee of Buyer as directed by Repo Agentthe Buyer. The Servicer’s delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. The Seller and Servicer shall have no right to select a subservicer or successor servicer. After any Servicer’s the servicing terminates and until the related date the servicing transfer dateis transferred, Sellers the Servicer shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Mortgage Loans in accordance with the terms of this Agreement and for the benefit of the Buyer. (j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer. (k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a servicing released basis.

Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer on a servicing retained basis and the Servicing Released Purchased Loans will be sold by the applicable Seller to Buyer on a servicing released basis. (b) Each a. Seller shall contract with each Servicer to service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer Seller customarily exhibits requires with respect to similar mortgage loans Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. Each The Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply with all applicable Federalfederal, State state and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Mortgage Loans or any payment thereunder. Buyer may terminate the servicing of any Mortgage Loan with the then-existing Servicer in accordance with Section 12(d) hereof. (c) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ is the owner of all Servicing Rights and Servicing Records and such Servicing Rights are not severable from or to be separated from the Servicing Released Purchased Loans. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Repo Agent’s request. (d) Each b. Seller shall cause the related Servicer to hold or cause to be held all escrow payments funds collected by Seller as Servicer with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such escrow payments funds were collected. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (e) Each c. Seller shall cause each Servicer and any other permitted sub-servicers to execute a Servicer Acknowledgement acknowledging Buyer’s interest in the related Purchased Loans and the related Servicing Agreement and agreeing that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income with respect to collections received by Seller as Servicer on the Purchased Mortgage Loans in the applicable Collection Securities Account or the Remittance Account as provided in this Agreement and the related Servicing Agreement on a daily basis within one (as modified by the related Servicer Acknowledgment)1) Business Day following receipt; provided, all in such manner as however, that any amounts required to be remitted to Buyer shall be acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the foregoing, each Seller shall, or shall cause Servicer or any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans into the applicable Collection Account within two (2) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Securities Account pursuant on or prior to the immediately preceding sentence shall then be remitted day on which such remittance is to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted in the related Servicing Agreement (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect to such Purchased Loansoccur. (f) d. Upon the occurrence and continuance of a Servicer Termination Event with respect to any Servicer (and provided no an Event of Default has occurred and is continuing)hereunder, Buyer shall have the applicable Seller shall right to immediately terminate such ServicerSeller’s right to service the related Purchased Mortgage Loans under the related Servicing Agreement without payment of any penalty or termination fee and shall appoint a successor servicer acceptable to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination Eventfee. Upon the occurrence of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereof, and the applicable Seller, if required by Repo Agent, shall exercise any right to terminate each Servicer’s right to service the related Purchased Loans that it may have, in each case without payment of any termination fee or any other amount to such Servicer or any of its agents or sub-servicers to the extent permitted by the related Servicing Agreement. In any case where Servicer is so terminated, Sellers and Servicers Seller shall cooperate in transferring the servicing and all Servicing Records relating to of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Agent Buyer in its sole discretion. For the avoidance of doubt any termination of a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement. (g) To the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer and any permitted sub-servicer to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent that such Servicer or permitted sub-servicer has the ability to service the related Purchased Loan as provided in this Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (h) e. If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer Seller or any other entity responsible to such Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such Seller’s obligations under the Transaction Documents Program Agreements or any of the obligations of such entities with respect to the related Purchased Mortgage Loans, such Seller shall promptly notify Repo Agent and promptly remedy any non-compliance. (i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights), including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer. (j) The f. Servicer may hire a sub-servicer to shall service the Purchased Loans, but only with the consent Mortgage Loans on behalf of Buyer and provided that for thirty (30) day intervals which will automatically terminate if not renewed by Buyer (such sub-servicer execute renewal as evidenced by Buyer’s entry into a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable new Transaction). g. For the avoidance of doubt, Seller retains no economic rights to the servicing of the Purchased Mortgage Loans. As such, Seller expressly acknowledges that the Purchased Mortgage Loans are sold to Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer. (k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a “servicing-released” basis with such servicing released basisretained by Seller.

Servicing. (a) The parties hereto Master Seller, on behalf of itself and each Series Seller, and Buyer agree and acknowledge that ownership of all Servicing Rights with respect to the Servicing Retained Purchased Loans will be sold by the applicable Seller transferred hereunder to Buyer on the applicable Purchase Date and such ownership of Servicing Rights shall be transferred by Buyer to Master Seller or the applicable Series Seller upon the applicable Series Seller’s payment of the Repurchase Price for such Purchased Loans, in each case subject to the terms of the applicable Servicing Agreement. Without limiting the generality of the foregoing, subject to the terms of this Section 28, Buyer shall have the right to hire or engage any Person to service or subservice all or any portion of the Purchased Loans. Buyer hereby grants to Master Seller, on behalf of itself and each Series Seller, prior to the occurrence of an Event of Default, the right to exercise all discretion with respect to any directions or consents to be given to the Servicer of the Purchased Loans (other than as provided below) and to appoint a servicer for each Purchased Loan subject to the prior written consent of Buyer, which consent may be given by Buyer in its reasonable discretion; provided, however, that (i) upon the occurrence and during the continuance of a Facility Event of Default, Master Seller’s and each Series Seller’s rights to exercise such discretion with respect to all of the Purchased Loans shall automatically terminate and be of no further force and effect, and (ii) upon the occurrence and during the continuance of a Transaction Event of Default with respect to any Purchased Loan, Master Seller’s and the applicable Series Seller’s rights to exercise such discretion with respect to such Purchased Loan shall automatically terminate and be of no further force and effect. Buyer hereby agrees that any of (i) ▇▇▇▇▇ Fargo Bank, N.A., (ii) KeyBank National Association, and (iii) Trimont Real Estate Advisors, LLC, or any other third party servicer otherwise approved by Buyer in writing (a “Servicer”) may service the Purchased Loans for the benefit of Buyer in accordance with the terms and conditions of the servicing retained agreement in effect for each such Servicer, provided that each such servicing agreement shall have been approved in writing by Buyer in its reasonable discretion and, if Buyer shall exercise its rights to pledge or hypothecate the Purchased Loans pursuant to Section 8 hereof, Buyer’s assigns (each such servicing agreement approved by Buyer (and, if applicable, Buyer’s assigns), a “Servicing Agreement” and, collectively, the “Servicing Agreements”); and provided, further, that any such Servicer shall have entered into a Servicer Notice and Agreement substantially in the form of Exhibit IX attached hereto (a “Servicer Notice and Agreement”) acknowledging Buyer’s interests in the related Purchased Loans and its rights to sell such Purchased Loans on a servicing-released basis and to terminate the term of such Servicing Released Rights with respect to any Purchased Loans will be sold by Buyer from and after an Event of Default. Master Seller shall cause the applicable Purchased Loans to be serviced in accordance with Accepted Servicing Practices approved by Buyer in its reasonable discretion and practiced by other prudent mortgage lenders with respect to mortgage loans similar to the Purchased Loans. Master Seller shall not, and shall not direct or permit any Servicer to, enter into, consent to Buyer on or approve any amendment, modification or termination, or waiver of any term or provision, of any Purchased Loan or Purchased Loan Documents which constitutes a servicing released basisMaterial Action or take any other Material Action without Buyer’s prior written consent. (b) Each Seller shall contract with Master Seller, on behalf of itself and each Servicer to service the related Purchased Loans consistent with the degree of skill and care Series Seller, agrees that such Servicer customarily exhibits with respect to similar mortgage loans owned or managed by it and in accordance with Accepted Servicing Practices. Each Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Loans or any payment thereunder. (c) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ is the owner of all of Seller’s right, title and interest, if any, in and to all servicing records, including but not limited to any and all Servicing Rights Agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Loans (collectively, the “Servicing Records”) so long as the Purchased Loans are subject to this Agreement. Master Seller, on behalf of itself and each Series Seller, grants Buyer a security interest in all of Seller’s interest (if any) in 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 28 and such Servicing Rights are not severable from or any other obligation of Seller to be separated from the Servicing Released Purchased LoansBuyer. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records and (if any are in Seller’s possession) and, upon Buyer’s request, to deliver them promptly to Buyer or its designee (including Custodian) at Repo Agent’s requestupon the occurrence and during the continuance of an Event of Default. (dc) Each Seller The Servicer Notice and Agreement shall cause provide that Servicer’s right under the applicable Servicing Agreement to service the Purchased Loans shall automatically terminate on the thirtieth (30th) day following its execution and at the end of each thirty (30) day period thereafter, unless, in each case, Buyer shall agree, by delivery of a written notice to the related Servicer to hold on or cause to be held all escrow payments collected with respect to any Purchased Loans in trust accounts and shall apply the same for the purposes for which such escrow payments were collected. (e) Each Seller shall cause each Servicer and any other permitted sub-servicers to execute a Servicer Acknowledgement acknowledging Buyer’s interest in the related Purchased Loans and the related Servicing Agreement and agreeing that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income with respect to the Purchased Loans in the applicable Collection Account or before the Remittance Account as provided in this Agreement Date immediately preceding each such scheduled termination date, to extend the termination date an additional thirty (30) days. Upon the occurrence and during the related Servicing Agreement (as modified by the related Servicer Acknowledgment)continuance of an Event of Default, all in such manner as shall be acceptable to Repo Agent Buyer may, in its sole and absolute discretion. Without limiting the generality of the foregoing, each Seller shall, or shall cause Servicer or subject to Section 13 hereof and any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans into terms in the applicable Collection Account within two Servicing Agreements approved by Buyer (2i) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted in the related Servicing Agreement (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect to such Purchased Loans. (f) Upon the occurrence case of a Servicer Termination Event with respect to any Servicer (and provided no Event of Default has occurred and is continuing), the applicable Seller shall terminate such Servicer’s right to service the related Purchased Loans under the related Servicing Agreement without payment of any penalty or termination fee and shall appoint a successor servicer acceptable to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination Event. Upon the occurrence of an Facility Event of Default, Repo Agent may exercise such right sell its rights to any or all of termination that may arise the Purchased Loans (or in the case of a Transaction Event of Default, sell its rights to the affected Purchased Loan(s)) on a servicing released basis or (ii) in the case of a Facility Event of Default, terminate any Servicer or sub-servicer of any or all of the Purchased Loans (or in the case of a Transaction Event of Default, terminate the Servicer and shall provide Sellers with notice thereof, and the applicable Sellersub-servicer, if required by Repo Agentany, shall exercise any right to terminate each Servicer’s right to service for the related affected Purchased Loans that it may haveLoan(s)), with or without cause, in each case without payment of any termination fee or any other amount fee. Seller shall cause each Servicer to cooperate with Buyer in effecting such termination and transferring all authority to service such Purchased Loans to the successor servicer, including requiring such Servicer or any of to (i) promptly transfer all data in its agents or sub-servicers to the extent permitted by the related Servicing Agreement. In any case where Servicer is so terminated, Sellers and Servicers shall cooperate in transferring the servicing and all Servicing Records possession relating to the applicable Purchased Loans to a the successor servicer approved by Repo Agent in such electronic format as the successor servicer may reasonably request, (ii) promptly transfer to the successor servicer, Buyer or Buyer’s designee, the Purchased Loan File and all other files, records, correspondence and documents in its sole discretion. For possession relating to the avoidance of doubt any termination of a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement. applicable Purchased Loans and (giii) To the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer cooperate and coordinate with the successor servicer and/or Buyer to comply with any permitted sub-servicer to permit Buyer and Repo Agent to inspect such Servicer’s applicable legal or regulatory requirement associated with the transfer of the servicing facilities for of the purpose of satisfying Buyer and Repo Agent applicable Purchased Loans. Seller agrees that if either Seller or any such Servicer or permitted sub-servicer has the ability fails to service the related Purchased Loan as provided in this Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (h) If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer cooperate with Buyer or any other entity responsible to successor servicer in effecting the termination of such Seller for managing or servicing Servicer as servicer of any Purchased Loan has failed to perform fully such Seller’s obligations under or the Transaction Documents or any of the obligations of such entities with respect to the related Purchased Loans, such Seller shall promptly notify Repo Agent and promptly remedy any non-compliance. (i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights), including, without limitation, delivery of all servicing files authority to the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause service such Servicer Purchased Loan to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans successor servicer in accordance with the terms of this Agreement hereof and for the benefit of Buyerapplicable Servicing Agreement, Buyer shall be entitled to injunctive relief. (jd) The Servicer may hire Seller shall collaterally assign to Buyer all of its rights, title and interest under any Servicing Agreements as a sub-servicer to service condition of allowing the Purchased Loans, but only with the consent of Buyer Loans to be serviced by such Servicer and provided that shall cause each such sub-servicer Servicer engaged by Seller to execute a Servicer Acknowledgment acceptable Notice and Agreement with Buyer acknowledging Buyer’s security interest, agreeing that it shall deposit all Income and any other sums required to Buyer. The Servicer shall remain liable be remitted to the holder of the Purchased Loans under related Purchased Loan Documents in the Cash Management Account as set forth in Section 5 hereof or as otherwise directed in a written notice signed by Buyer for its obligations so long as such Purchased Loan is subject to Seller this Agreement, and Buyer notwithstanding the engagement of any such sub-serviceracknowledging Buyer’s rights to terminate servicing as otherwise set forth above in this Section 28. (ke) Buyer mayIf Servicer is an Affiliate of Seller or Guarantor, in its sole the payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a servicing released basisthis Agreement.

Servicing. (a) The parties hereto Master Seller, on behalf of itself and each Series Seller, and Buyer agree and acknowledge that all Servicing Rights with respect to the Servicing Retained Purchased Loans will be sold by the applicable Seller transferred hereunder to Buyer on the applicable Purchase Date and such Servicing Rights shall be transferred by Buyer to Master Seller or the applicable Series Seller upon the applicable Series Seller’s payment of the Repurchase Price for such Purchased Loans, in each case subject to the terms of the applicable Servicing Agreement. Notwithstanding the transfer of Servicing Rights to Buyer, Master Seller, on behalf of itself and each Series Seller, shall be entitled to exercise all discretion with respect to any directions or consents to be given to the Servicer of the Purchased Loans (other than modifications of the Purchased Loans) and to appoint a servicer for each Purchased Loan subject to the prior written consent of Buyer, which consent may be given by Buyer in its sole and absolute discretion; provided, however, that upon the occurrence and during the continuance of an Event of Default, Master Seller’s and each Series Seller’s rights to exercise such discretion with respect to all of the Purchased Loans shall automatically terminate and be of no further force and effect. Any amendment, modification or termination, or waiver of any term or provision, of any Purchased Loan or Purchased Loan Documents shall require Buyer’s prior written consent to the extent required and in accordance with Section 7(e) of this Agreement. Buyer hereby agrees that Midland Loan Services, a division of PNC Bank, National Association, a national banking association, or any other third party servicer otherwise approved by Buyer in writing (a “Servicer”) may service the Purchased Loans for the benefit of Buyer in accordance with the terms and conditions of the servicing retained agreement in effect for each such Servicer, provided that each such servicing agreement shall have been approved in writing by Buyer in its commercially reasonable discretion, exercised in good faith (each such servicing agreement or subservicing agreement that has been approved by Buyer (or, if applicable, Buyer’s assigns), a “Servicing Agreement” and, collectively, the “Servicing Agreements”); and provided, further, that any such Servicer shall have entered into a Servicer Notice and Agreement substantially in the form of Exhibit IX attached hereto (a “Servicer Notice and Agreement”) acknowledging Buyer’s interests in the related Purchased Loans and its rights to sell such Purchased Loans on a servicing-released basis and to terminate the term of such Servicing Released Rights with respect to any Purchased Loans will from and after an Event of Default; provided, however, that Midland Loan Services, as the initial Servicer, and as a party to the Initial Servicing Agreement, shall not be sold required to enter into a Servicer Notice and Agreement. Master Seller shall cause the Purchased Loans to be serviced in accordance with Accepted Servicing Practices approved by Buyer in its reasonable discretion and practiced by other prudent mortgage lenders with respect to mortgage loans similar to the applicable Seller to Buyer on a servicing released basisPurchased Loans. (b) Each Seller shall contract with Master Seller, on behalf of itself and each Servicer to service the related Purchased Loans consistent with the degree of skill and care Series Seller, agrees that such Servicer customarily exhibits with respect to similar mortgage loans owned or managed by it and in accordance with Accepted Servicing Practices. Each Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Loans or any payment thereunder. (c) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ is the owner of all servicing records, including but not limited to Seller’s rights in and to any and all Servicing Rights Agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Loans (collectively, the “Servicing Records”) so long as the Purchased Loans are subject to this Agreement. Master Seller, on behalf of itself and each Series Seller, grants Buyer a security interest in all of Seller’s interest (if any) in 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 28 and such Servicing Rights are not severable from or any other obligation of Seller to be separated from the Servicing Released Purchased LoansBuyer. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records (if any are in Seller’s possession) and to deliver them promptly to Buyer or its designee (including the Custodian) at Repo Agent’s requestupon the occurrence and during the continuance of an Event of Default. (dc) Each Seller shall cause Upon the related Servicer to hold or cause to be held all escrow payments collected with respect to any Purchased Loans in trust accounts occurrence and shall apply during the same for the purposes for which such escrow payments were collected. (e) Each Seller shall cause each Servicer and any other permitted sub-servicers to execute a Servicer Acknowledgement acknowledging Buyer’s interest in the related Purchased Loans and the related Servicing Agreement and agreeing that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income with respect to the Purchased Loans in the applicable Collection Account or the Remittance Account as provided in this Agreement and the related Servicing Agreement (as modified by the related Servicer Acknowledgment)continuance of an Event of Default, all in such manner as shall be acceptable to Repo Agent Buyer may, in its sole and absolute discretion. Without limiting the generality of the foregoing, each Seller shall, or shall cause Servicer or subject to Section 13 and any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans into terms in the applicable Collection Account within two Servicing Agreements approved by Buyer (2i) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted in the related Servicing Agreement (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect to such Purchased Loans. (f) Upon the occurrence case of a Servicer Termination Event with respect to any Servicer (and provided no Event of Default has occurred and is continuing), the applicable Seller shall terminate such Servicer’s right to service the related Purchased Loans under the related Servicing Agreement without payment of any penalty or termination fee and shall appoint a successor servicer acceptable to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination Event. Upon the occurrence of an Facility Event of Default, Repo Agent may exercise such right sell its rights to any or all of termination that may arise the Purchased Loans (or in the case of a Transaction Event of Default, sell its rights to the affected Purchased Loan(s)) on a servicing released basis or (ii) in the case of a Facility Event of Default, terminate any Servicer or sub-servicer of any or all of the Purchased Loans (or in the case of a Transaction Event of Default, terminate the Servicer and shall provide Sellers with notice thereof, and the applicable Sellersub-servicer, if required by Repo Agentany, shall exercise any right to terminate each Servicer’s right to service for the related affected Purchased Loans that it may haveLoan(s)), with or without cause, in each case without payment of any termination fee or any other amount fee. Seller shall cause each Servicer to cooperate with Buyer in effecting such termination and transferring all authority to service such Purchased Loans to the successor servicer, including requiring such Servicer or any of to (i) promptly transfer all data in its agents or sub-servicers to the extent permitted by the related Servicing Agreement. In any case where Servicer is so terminated, Sellers and Servicers shall cooperate in transferring the servicing and all Servicing Records possession relating to the applicable Purchased Loans to a the successor servicer approved by Repo Agent in such electronic format as the successor servicer may reasonably request, (ii) promptly transfer to the successor servicer, Buyer or Buyer’s designee, the Purchased Loan File and all other files, records, correspondence and documents in its sole discretion. For possession relating to the avoidance of doubt any termination of a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement. applicable Purchased Loans and (giii) To the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer cooperate and coordinate with the successor servicer and/or Buyer to comply with any permitted subapplicable so-servicer to permit Buyer and Repo Agent to inspect such Servicer’s called “goodbye” letter requirements or other applicable requirements of the Real Estate Settlement Procedures Act or other applicable legal or regulatory requirement associated with the transfer of the servicing facilities for of the purpose of satisfying Buyer and Repo Agent applicable Purchased Loans. Seller agrees that if either Seller or any such Servicer or permitted sub-servicer has the ability fails to service the related Purchased Loan as provided in this Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (h) If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer cooperate with Buyer or any other entity responsible to successor servicer in effecting the termination of such Seller for managing or servicing Servicer as servicer of any Purchased Loan has failed to perform fully such Seller’s obligations under or the Transaction Documents or any of the obligations of such entities with respect to the related Purchased Loans, such Seller shall promptly notify Repo Agent and promptly remedy any non-compliance. (i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights), including, without limitation, delivery of all servicing files authority to the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause service such Servicer Purchased Loan to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans successor servicer in accordance with the terms of this Agreement hereof and for the benefit of Buyerapplicable Servicing Agreement, Buyer shall be entitled to injunctive relief. (jd) The If Servicer may hire a sub-servicer is an Affiliate of Seller or Sponsor, the payment of servicing fees shall be subordinate to service the Purchased Loans, but only with the consent payment of Buyer amounts outstanding under any Transaction and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicerthis Agreement. (k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a servicing released basis.

Servicing. (a) With respect to the Servicing Rights appurtenant to each Purchased Loan, the Buyer shall own, and the Seller shall deliver, such Servicing Rights to the Buyer on the related Purchase Date. The parties hereto Seller covenants to maintain or cause the servicing of the Purchased Loans to be maintained in conformity with Accepted Servicing Practices. The Seller and the Buyer hereby agree and acknowledge confirm that from and after the date hereof, only such Servicing Agreements that have been approved by Buyer shall govern the servicing of the Purchased Items and any prior agreement between the Seller and any other Person or otherwise with respect to such servicing is hereby superseded in all respects. Provided that the Buyer shall have received a duly executed Servicer Notice, prior to an Event of Default that has not been waived, the Seller may retain a Servicer, on behalf of the Buyer, to service the Purchased Items for the benefit of or on behalf of the Buyer; provided, however, that the obligation of such Servicer to service any Purchased Items for the benefit of or on behalf of Buyer as aforesaid shall cease upon the repurchase of such Purchased Items Loan by Seller in accordance with the provisions of this Repurchase Agreement or as otherwise provided in the Servicer Notice In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract and the related Servicing Retained Purchased Loans will be sold Rights shall terminate automatically upon the earliest of (i) an Event of Default, (ii) [***] after the Effective Date, and every [***] thereafter, in each case, unless the Seller receives written notice of non-termination from the Buyer prior to the end of such [***] period, (iii) the date on which all the Repurchase Obligations have been paid in full or (iv) the transfer of servicing approved by the applicable Seller. Upon any such termination, Seller shall comply with the requirements set forth in Section 7.31 as to Buyer on a servicing retained basis the delivery of the Servicing Records and the Servicing Released physical servicing of each Purchased Loans will be sold by the applicable Seller to Buyer on a servicing released basisLoan. (b) Each Upon any termination of the Seller, or Servicer as the servicer, the Seller shall contract with each deliver (or cause the related Servicer to service deliver) the related Servicing Records (as defined below) and, to the extent applicable, the physical and contractual servicing of each Purchased Loans consistent with Item to the degree Buyer or its designee within thirty (30) days of skill such termination of the Seller, or Servicer as the servicer. The Seller’s, or Servicer’s transfer of the Servicing Rights, Servicing Records and care that such Servicer customarily exhibits with respect to similar mortgage loans owned or managed by it the physical and contractual servicing shall be in accordance with Accepted Servicing Practices. Each Servicer shall, customary standards in the industry and such transfer shall ensure that each permitted sub-servicer will, include the transfer of the gross amount of all escrows held for the related mortgagors (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary without reduction for it to perform its servicing responsibilities hereunder, (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Loans unreimbursed advances or any payment thereunder“negative escrows”). (c) Each During the period the Seller or Servicer is servicing the Purchased Loans, (i) the Seller agrees with respect to that the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ Buyer is the owner of all the Servicing Rights and all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Purchased Loans (the “Servicing Records”), and (ii) the 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 the Seller or its designee to service in conformity with this Section 14.22 and such Servicing Rights are not severable from or any other obligation of the Seller to be separated from the Servicing Released Purchased LoansBuyer. Such 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 and permitted sub-servicer to safeguard) any , 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 Repo Agentthe 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. (d) Each If the Purchased Loans are, at any time during the term of this Repurchase Agreement, serviced by a third party servicer (such third party servicer, the “Servicer”), such Servicer must be acceptable to RHS, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ 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 C hereto (a “Servicer Notice and Agreement”) and shall cause the related Servicer to hold acknowledge and agree to the same. Any successor or cause assignee of a Servicer shall be approved in writing by the Buyer and shall acknowledge and agree to be held all escrow payments collected 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 Purchased Servicer in accordance with this Section 14.22(d), 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 trust accounts and shall apply the same for the purposes for which such escrow payments were collectedeach case as more particularly set forth in this Section 14.22(d). (e) Each Seller shall cause each Servicer and any other permitted sub-servicers to execute a Servicer Acknowledgement acknowledging Buyer’s interest in If the related Purchased Loans and the related Servicing Agreement and agreeing that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income with respect to of the Purchased Loans in is the applicable Collection Account Seller or the Remittance Account as provided in this Agreement and the related Servicing Agreement (as modified by the related Servicer Acknowledgment), all in such manner as shall be acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality is an Affiliate of the foregoingSeller, each the Seller shall, or shall cause Servicer or any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans into the applicable Collection Account within two (2) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant provide to the immediately preceding sentence shall then be remitted Buyer a letter from the Seller or the Servicer, as the case may be, to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts effect that such Servicer is expressly permitted in the related Servicing Agreement (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect to such Purchased Loans. (f) Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no Event of Default has occurred and is continuing), the applicable Seller shall terminate such Servicer’s right to service the related Purchased Loans under the related Servicing Agreement without payment of any penalty or termination fee and shall appoint a successor servicer acceptable to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination Event. Upon upon the occurrence of an Event of DefaultDefault that has not been waived, Repo Agent the Buyer may exercise such right of termination terminate any Servicing Agreement and in any event transfer servicing to the Buyer’s designee, at no cost or expense to the Buyer, it being agreed that may arise the Seller will pay any and shall provide Sellers with notice thereof, and the applicable Seller, if all fees required by Repo Agent, shall exercise any right to terminate each the Servicing Agreement and to effectuate the transfer of servicing to the designee of the Buyer. (f) In addition to the rights provided in Section 14.22(a), the Buyer shall have the right, exercisable at any time in its sole discretion, upon sixty (60) days prior written notice, to the Seller or the Servicer’s right , as applicable, to service terminate the related Seller or any Servicers as servicer, respectively, of any Purchased Loans that it may have, in each case without payment of and any termination fee or any other amount to such Servicer or any of its agents or sub-servicers to the extent permitted by the related Servicing Agreement. In Upon any case where such termination, the Seller shall transfer or shall cause Servicer is so terminated, Sellers and Servicers shall cooperate in transferring the to transfer such servicing and all Servicing Records relating with respect to the such Purchased Loans to a successor servicer approved by Repo Agent the Buyer or its designee, at no cost or expense to the Buyer. The Seller agrees to cooperate with the Buyer in its sole discretion. For connection with the avoidance transfer of doubt any termination of a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of Buyer’s rights to cause the liquidation, termination or acceleration of this Agreementservicing. (g) To After the extent applicablePurchase Date for any Purchased Loan, each until such Purchased Loan is repurchased by the Seller 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 and Disbursement Agreement. (h) In the event the Seller or its Affiliate is servicing the Purchased Loans, the Seller shall use commercially reasonable efforts permit the Buyer from time to cause each Servicer and any permitted sub-servicer to permit Buyer and Repo Agent time to inspect such Servicerthe Seller’s or its Affiliate’s servicing facilities facilities, as the case may be, for the purpose of satisfying the Buyer and Repo Agent that such Servicer the Seller or permitted sub-servicer its Affiliate, as the case may be, has the ability to service the related Purchased Loan Loans as provided in this Repurchase Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (h) If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such Seller for managing or servicing any Purchased Loan has failed to perform fully such Seller’s obligations under the Transaction Documents or any of the obligations of such entities with respect to the related Purchased Loans, such Seller shall promptly notify Repo Agent and promptly remedy any non-compliance. (i) Upon 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 servicing facilities at any termination time. The Seller shall cooperate with the Buyer and/or its designees to provide access to the Seller’s servicing facilities including without limitation its books and records with respect to the Seller’s servicing portfolio and the Purchased Loans. In addition to the foregoing, the Seller shall permit the Buyer to inspect upon reasonable prior written notice at a mutually convenient time, the Seller’s or its Affiliate’s servicing facilities, as the case may be, for the purpose of a Servicer satisfying the Buyer that the Seller or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided hereinin this Repurchase Agreement. In addition, in with respect to any Servicer 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 Acknowledgment or in the related Servicing Agreement, Sellers shall and to cause such Servicer to transfer servicing (including without limitation cooperate with the Buyer and/or its designees in connection with any due diligence performed by the Buyer and/or such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights), including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be designees in accordance with Accepted Servicing Practicesthis Section 14.22(i). After The Seller and the Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by the Buyer in connection with any Servicer’s servicing terminates and until due diligence or inspection performed pursuant to this Section 14.22(i) shall be paid by the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer. (j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer. (k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a servicing released basis.

Servicing. (a) The parties hereto agree and acknowledge that a. Pursuant to the Servicing Retained Purchased Loans will be sold by the applicable Agreement, Seller to Buyer on a servicing retained basis and the Servicing Released Purchased Loans will be sold by the applicable Seller to Buyer on a servicing released basis. (b) Each Seller shall contract has contracted with each Servicer to service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer Seller customarily exhibits requires with respect to similar mortgage loans Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. Each The Seller and Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Mortgage Loans or any payment thereunder. Buyer may terminate the servicing of any Mortgage Loan with the then-existing servicer in accordance with Section 12(e) hereof. (c) Each b. Seller agrees with respect to the Servicing Released Purchased Loans shall and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ is the owner of all Servicing Rights and Servicing Records and such Servicing Rights are not severable from or to be separated from the Servicing Released Purchased Loans. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Repo Agent’s request. (d) Each Seller shall cause the related Servicer to hold or cause to be held all escrow payments funds collected by Seller and Servicer with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such escrow payments funds were collected. (e) Each c. Seller shall and shall cause each the Servicer and any other permitted sub-servicers to execute deposit all collections received by Servicer on the Purchased Mortgage Loans in the account set forth in Section 9 upon an Event of Default. d. Seller shall provide to Buyer a Servicer Acknowledgement acknowledging Notice and Pledge, or in the event that the Servicer is not an Affiliate of Seller, a Servicer Notice, addressed to and agreed to by the Servicer of the related Purchased Mortgage Loans, advising such Servicer of such matters as Buyer may reasonably request, including, without limitation, recognition by the Servicer of Buyer’s interest in the related such Purchased Mortgage Loans and the related Servicing Agreement and agreeing Servicer’s agreement that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income upon receipt of notice of an Event of Default from Buyer, it will follow the instructions of Buyer with respect to the Purchased Mortgage Loans in the applicable Collection Account or the Remittance Account as provided in this Agreement and the any related Servicing Agreement (as modified by the related Servicer Acknowledgment), all in such manner as shall be acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the foregoing, each Seller shall, or shall cause Servicer or any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans into the applicable Collection Account within two (2) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted in the related Servicing Agreement (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect to such Purchased Loansthereto. (f) e. Upon the occurrence and continuation of a Servicer Termination Event with respect to any Servicer (and provided no an Event of Default has occurred and is continuing)hereunder, Buyer shall have the applicable Seller shall right to immediately terminate such the Servicer’s right to service the related Purchased Mortgage Loans under the related Servicing Agreement without payment of any penalty or termination fee and shall appoint a successor servicer acceptable to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of under the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination Event. Upon the occurrence of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereof, and the applicable Seller, if required by Repo Agent, shall exercise any right to terminate each Servicer’s right to service the related Purchased Loans that it may have, in each case without payment of any termination fee or any other amount to such Servicer or any of its agents or sub-servicers to the extent permitted by the related Servicing Agreement. In any case where Seller and the Servicer is so terminated, Sellers and Servicers shall cooperate in transferring the servicing and all Servicing Records relating to of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Agent Buyer in its sole discretion. For the avoidance of doubt any termination of a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement. (g) To the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer and any permitted sub-servicer to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent that such Servicer or permitted sub-servicer has the ability to service the related Purchased Loan as provided in this Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (h) f. If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer Seller or any other entity responsible to such Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such Seller’s obligations under the Transaction Documents Program Agreements or any of the obligations of such entities with respect to the related Purchased Mortgage Loans, such Seller shall promptly notify Repo Agent and promptly remedy any non-compliance. (i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights), including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer. g. Servicer shall service the Purchased Mortgage Loans on behalf of Buyer for ninety (j90) The day intervals which will automatically terminate if not renewed by Buyer, which renewal shall be evidenced by delivery of a renewal letter substantially in the form of Exhibit C hereto. h. For the avoidance of doubt, the Seller retains no economic rights to the servicing of the Purchased Mortgage Loans; provided that the Seller shall and shall cause the Servicer may hire a sub-servicer to continue to service the Purchased LoansMortgage Loans hereunder as part of the Obligations hereunder. As such, but only with the consent of Seller expressly acknowledges that the Purchased Mortgage Loans are sold to Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer. (k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a “servicing released released” basis.

Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer a. Seller, on a servicing retained basis and the Servicing Released Purchased Loans will be sold by the applicable Seller to Buyer on a servicing released basis. (b) Each Seller Buyer’s behalf, shall contract with each Servicer to to, or if Seller is the Servicer, Seller shall, service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer Seller customarily exhibits requires with respect to similar mortgage loans Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. Each The Seller and Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Mortgage Loans or any payment thereunder. Buyer may terminate the servicing of any Mortgage Loan with the then existing Servicer in accordance with Section 12.e hereof. (c) Each b. Seller agrees with respect to the Servicing Released Purchased Loans shall and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ is the owner of all Servicing Rights and Servicing Records and such Servicing Rights are not severable from or to be separated from the Servicing Released Purchased Loans. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Repo Agent’s request. (d) Each Seller shall cause the related Servicer to hold or cause to be held all escrow payments funds collected by Seller and Servicer with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such escrow payments funds were collected. (e) Each c. Seller shall and shall cause each the Servicer to deposit all collections received by Servicer on the Purchased Mortgage Loans in the account set forth in Section 9 upon the occurrence and during the continuance of an Event of Default. d. In the event there is a third party Servicer and any other permitted sub-servicers upon Buyer’s request, Seller shall provide promptly to execute Buyer a Servicer Acknowledgement acknowledging Notice addressed to and agreed to by the Servicer of the related Purchased Mortgage Loans, advising such Servicer of such matters as Buyer may reasonably request, including, without limitation, recognition by the Servicer of Buyer’s interest in the related such Purchased Mortgage Loans and the related Servicing Agreement and agreeing Servicer’s agreement that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income upon receipt of notice of an Event of Default from Buyer, it will follow the instructions of Buyer with respect to the Purchased Mortgage Loans in the applicable Collection Account or the Remittance Account as provided in this Agreement and the any related Servicing Agreement (as modified by the related Servicer Acknowledgment), all in such manner as shall be acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the foregoing, each Seller shall, or shall cause Servicer or any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans into the applicable Collection Account within two (2) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted in the related Servicing Agreement (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect to such Purchased Loansthereto. (f) e. Upon written notice, Buyer shall have the occurrence of a Servicer Termination Event with respect right to any Servicer (and provided no Event of Default has occurred and is continuing), immediately terminate the applicable Seller shall terminate such Servicer’s right to service the related Purchased Mortgage Loans under the related Servicing Agreement without payment of any penalty or termination fee and shall appoint a successor servicer acceptable to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination Eventfee. Upon the occurrence of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereof, Seller and the applicable Seller, if required by Repo Agent, shall exercise any right to terminate each Servicer’s right to service the related Purchased Loans that it may have, in each case without payment of any termination fee or any other amount to such Servicer or any of its agents or sub-servicers to the extent permitted by the related Servicing Agreement. In any case where Servicer is so terminated, Sellers and Servicers shall cooperate in transferring the servicing and all Servicing Records relating to of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Agent Buyer in its sole discretion. For the avoidance of doubt any termination of a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement. (g) To the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer and any permitted sub-servicer to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent that such Servicer or permitted sub-servicer has the ability to service the related Purchased Loan as provided in this Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (h) f. If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer Seller or any other entity responsible to such Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such Seller’s obligations under the Transaction Documents Program Agreements or any of the obligations of such entities with respect to the related Purchased Mortgage Loans, such Seller shall promptly notify Repo Agent and promptly remedy any non-compliance. (i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights), including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer. (j) The g. For the avoidance of doubt, the Seller retains no economic rights to the servicing of the Purchased Mortgage Loans other than the Seller’s rights under the Servicing Agreement; provided that the Seller shall and shall cause the Servicer may hire a sub-servicer to continue to service the Purchased LoansMortgage Loans hereunder as part of its Obligations hereunder. As such, but only with the consent of Seller expressly acknowledges that the Purchased Mortgage Loans are sold to Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer. (k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a “servicing released released” basis.

Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be Assets are sold by the applicable Seller to Buyer on a “servicing retained released” basis and Buyer is the sole owner of all Servicing Rights with respect to each Purchased Asset so long as such Purchased Asset is subject to this Agreement. Notwithstanding the foregoing, Seller shall be granted a revocable license (which license shall automatically be revoked upon the occurrence of an Event of Default) to cause Servicer to service the Purchased Assets, and Seller shall, at Seller’s sole cost and expense, cause the Servicer to service the Purchased Assets in accordance with the Servicing Released Agreement and this Article 27 for the benefit of Buyer. Notwithstanding the foregoing, Seller shall not take any Significant Modification of any Purchased Loans will be sold by the applicable Seller Asset without first having given prior notice thereof to Buyer on a servicing released basisin each such instance and receiving the prior written consent of Buyer. (b) Each The obligation of Servicer (or Seller to cause Servicer) to service any of the Purchased Assets shall cease, at Buyer’s option, upon the earlier of (i) Buyer’s termination of Servicer in accordance with Article 27(c), or (ii) the transfer of servicing to any other Servicer and the assumption of such servicing by such other Servicer. Seller agrees to cooperate with Buyer in connection with any termination of Servicer. Upon any termination of Servicer, if no Event of Default shall have occurred and be continuing, Seller shall contract at its sole cost and expense transfer the servicing of the affected Purchased Assets to another Servicer approved by Buyer, such approval not to be unreasonably withheld, conditioned or delayed, as expeditiously as possible. (c) Buyer may, in its sole and absolute discretion, terminate Servicer or any sub-servicer with respect to any Purchased Asset (i) at any time that a default by the Servicer under the Servicing Agreement or the Servicing Letter exists after the expiration of any applicable grace, notice and/or cure period set forth therein or (ii) during the continuance of an Event of Default, either for cause or without cause, in each case of clauses (i) and (ii), without payment of any penalty or termination fee by Buyer. (d) Seller shall not, and shall not permit Servicer to, employ any sub-servicers to service the related Purchased Loans consistent Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall irrevocably assign all Seller’s right, title and interest in the servicing agreement with such sub-servicer to Buyer. (e) Seller shall cause Servicer and any sub-servicer to service the degree of skill and care that such Servicer customarily exhibits with respect to similar mortgage loans owned or managed by it and Purchased Assets in accordance with Accepted Servicing Practices. Each Seller shall cause Servicer shall, (at the request of Buyer) and shall ensure that each permitted any sub-servicer will, servicers engaged by Seller to execute a letter agreement with Buyer substantially in the form attached as Exhibit IX hereto (ia “Servicer Letter”) comply with acknowledging Buyer’s security interest in the Purchased Assets and agreeing to remit all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Loans or any payment thereunder. (c) Each Seller agrees Income received with respect to the Servicing Released Purchased Loans and Asset to the Collection Account in accordance with Article 5(e) or as between such otherwise directed by Buyer in accordance with the Servicer Letter. (f) Seller and ▇▇▇▇▇, ▇▇▇▇▇ agrees that Buyer is the owner of all Servicing Rights and Servicing Records and such Servicing Rights are servicing records relating to the Purchased Assets, including but not severable from or limited to be separated from the Servicing Released Agreement, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased LoansAssets (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Such Seller covenants to safeguard (and or to cause each Servicer and permitted sub-servicer to safeguardto) any safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Repo AgentBuyer’s request. (dg) Each The payment of servicing fees shall be solely the responsibility of Seller shall cause the related Servicer to hold or cause to be held all escrow payments collected with respect to any Purchased Loans in trust accounts and shall apply the same for the purposes for which such escrow payments were collected. (e) Each Seller shall cause each Servicer and any other permitted sub-servicers be subordinate to execute a Servicer Acknowledgement acknowledging Buyer’s interest in the related Purchased Loans and the related Servicing Agreement and agreeing that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income with respect to the Purchased Loans in the applicable Collection Account or the Remittance Account as provided in this Agreement and the related Servicing Agreement (as modified by the related Servicer Acknowledgment), all in such manner as shall be acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the foregoing, each Seller shall, or shall cause Servicer or any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans into the applicable Collection Account within two (2) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted in the related Servicing Agreement (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect to such Purchased Loans. (f) Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no Event of Default has occurred and is continuing), the applicable Seller shall terminate such Servicer’s right to service the related Purchased Loans under the related Servicing Agreement without payment of any penalty or termination fee amounts outstanding and shall appoint a successor servicer acceptable due to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination Event. Upon the occurrence of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereof, and the applicable Seller, if required by Repo Agent, shall exercise any right to terminate each Servicer’s right to service the related Purchased Loans that it may have, in each case without payment of any termination fee or any other amount to such Servicer or any of its agents or sub-servicers to the extent permitted by the related Servicing Agreement. In any case where Servicer is so terminated, Sellers and Servicers shall cooperate in transferring the servicing and all Servicing Records relating to the Purchased Loans to a successor servicer approved by Repo Agent in its sole discretion. For the avoidance of doubt any termination of a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement. (g) To the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer and any permitted sub-servicer to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent that such Servicer or permitted sub-servicer has the ability to service the related Purchased Loan as provided in this Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (h) If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such Seller for managing or servicing any Purchased Loan has failed to perform fully such Seller’s obligations under the Transaction Documents or any of the obligations of such entities with respect to the related Purchased Loans, such Seller shall promptly notify Repo Agent and promptly remedy any non-complianceDocuments. (i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights), including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer. (j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer. (k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a servicing released basis.

Servicing. (a) The parties hereto Seller and Buyer agree and acknowledge that all Servicing Rights with respect to the Servicing Retained Purchased Loans will be sold by the applicable Seller Assets are being transferred hereunder to Buyer on a servicing retained basis and the Servicing Released Purchased Loans will be sold by the applicable Purchase Date and such Servicing Rights shall be transferred by Buyer to Seller upon Seller’s payment of the Repurchase Price for the Purchased Assets, and any servicing provisions of this Agreement or any other Program Document constitute (i) “related terms” under this Agreement within the meaning of Section 101(47)(A)(i) of the Bankruptcy Code and/or (ii) a security agreement or other arrangement or other credit enhancement related to the Program Documents. Notwithstanding the transfer of Servicing Rights to Buyer, Buyer on a servicing released basis. (b) Each Seller shall contract with hereby agrees that each Servicer may continue to service the related Purchased Loans consistent with Assets (excluding the degree Servicing Rights) for the benefit of skill and care Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Purchased Assets prior to the Repurchase Date pursuant to Section 8 hereof, Buyer’s assigns; provided, however, that such Servicer customarily exhibits shall have entered into a Servicing Agreement or Servicing Acknowledgement Agreement satisfactory to Buyer acknowledging Buyer’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 similar mortgage loans owned or managed any Purchased Assets sold by it Buyer upon the occurrence and during the continuance of an Event of Default. Seller shall cause the Purchased Assets to be serviced in accordance with Accepted Servicing Practices. Each Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Loans or any payment thereunder. (cb) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ that Buyer is the owner of all Servicing Rights and Servicing Records and such Servicing Rights are servicing records, including but not severable from or limited to be separated from the Servicing Released Agreement and any and all other servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased LoansAssets (collectively, the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records (if any are in Seller’s possession) and to deliver them promptly to Buyer or its designee (including Custodian) at Repo AgentBuyer’s request. (dc) Each Seller shall cause Upon the related occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its rights to the Purchased Assets on a servicing-released basis and/or (ii) terminate any Servicer to hold or cause to be held all escrow payments collected any sub-servicer of the Purchased Assets with respect to or without cause, in each case, without payment of any Purchased Loans in trust accounts and shall apply the same for the purposes for which such escrow payments were collected. (e) Each termination fee. Seller shall cause each Servicer to cooperate with Buyer in effecting such termination and any other permitted sub-servicers transferring all authority to execute a Servicer Acknowledgement acknowledging Buyer’s interest in service such Purchased Asset to the related Purchased Loans and the related Servicing Agreement and agreeing that successor servicer, including requiring such Servicer and any permitted sub-servicer to (if applicablei) shall deposit promptly transfer all Income with respect data in its possession relating to the Purchased Loans Assets to the successor servicer in such electronic format as the successor servicer may reasonably request, (ii) promptly transfer to the successor servicer, Buyer or Buyer’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 Buyer to comply with any legal or regulatory requirement associated with the transfer of the servicing of the applicable Collection Account Purchased Assets. Seller agrees that if Seller or any Servicer fails to cooperate with Buyer or any successor servicer in effecting the termination of such Servicer as servicer of any Purchased Asset or the Remittance Account as provided transfer of all authority to service such Purchased Asset to such successor servicer in this Agreement accordance with the terms hereof and the related Servicing Agreement Agreement, Buyer will be irreparably harmed and entitled to injunctive relief. (as modified d) Seller shall not employ any Servicer rated below “above average” by the related S&P, unless such Servicer Acknowledgment)is otherwise approved by Buyer, all in such manner as shall be acceptable to Repo Agent in its sole and absolute discretion, to service the Purchased Assets (excluding the Servicing Rights). Without limiting Seller shall irrevocably assign to Buyer all of its rights, title and interest under the generality Servicing Agreement as a condition of allowing the foregoing, each Seller shall, or Purchased Assets (excluding the Servicing Rights) to be serviced by a Servicer thereunder and shall cause such Servicer engaged by Seller to execute a Servicing Agreement or any permitted sub-servicer to Servicing Acknowledgement Agreement with Buyer acknowledging Buyer’s security interest, agreeing that it shall deposit all Income received by (other than Servicer Income) and any Servicer on any Purchased Loans into the applicable Collection Account within two (2) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant other sums required to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than holder of the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted in the related Servicing Agreement (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect to such Purchased Loans. (f) Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no Event of Default has occurred and is continuing), the applicable Seller shall terminate such Servicer’s right to service Assets under the related Purchased Loans under Asset Documents to Account Bank for deposit in the related Servicing Agreement without payment of any penalty Repo Collection Account as set forth in Section 5 hereof or termination fee and shall appoint as otherwise directed in a successor servicer acceptable written notice signed by Buyer for so long as such Purchased Asset is subject to Repo Agent within five (5) Business Days of such Servicer Termination Eventthis Agreement, and shall complete a transfer of servicing of the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination Event. Upon the occurrence of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereof, and the applicable Seller, if required by Repo Agent, shall exercise any right to terminate each Servicer’s right to service the related Purchased Loans that it may have, in each case without payment of any termination fee or any other amount to such Servicer or any of its agents or sub-servicers to the extent permitted by the related Servicing Agreement. In any case where Servicer is so terminated, Sellers and Servicers shall cooperate in transferring the servicing and all Servicing Records relating to the Purchased Loans to a successor servicer approved by Repo Agent in its sole discretion. For the avoidance of doubt any termination of a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of acknowledging Buyer’s rights to cause terminate servicing as otherwise set forth in this Section 28. (e) If any Servicer is an Affiliate of Seller, Guarantor, Pledgor or any Affiliated Originator, the liquidation, termination or acceleration payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement. (g) To the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer and any permitted sub-servicer to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent that such Servicer or permitted sub-servicer has the ability to service the related Purchased Loan as provided in this Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (h) If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such Seller for managing or servicing any Purchased Loan has failed to perform fully such Seller’s obligations under the Transaction Documents or any of the obligations of such entities with respect to the related Purchased Loans, such Seller shall promptly notify Repo Agent and promptly remedy any non-compliance. (i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights), including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer. (j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer. (k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a servicing released basis.

Servicing. (a) The parties hereto agree Notwithstanding the purchase and acknowledge sale of the Purchased Assets hereby, Sellers, Servicer or a third party servicer approved by Buyer shall service the Purchased Assets that are Eligible Loans (such Purchased Assets, “Serviced Assets”) for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 8, for the benefit of Buyer’s assigns. Sellers shall service or cause Servicer to service the Serviced Assets at Sellers’ sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans similar to the Serviced Assets, provided, however, that the Servicing Retained obligations of Sellers to service any of the Serviced Assets shall cease, at Buyer’s option, upon the earliest of (i) an Event of Default, or (ii) the delivery by Buyer to Sellers of at least five (5) days’ prior written notice of the decision by Buyer to transfer the servicing rights of any or all of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. In either case, Sellers shall take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Sellers nor Servicer shall take any action or effect any modification or amendment to any Purchased Loans will be sold by the applicable Seller Asset without first having given prior notice thereof to Buyer on a servicing retained basis in each such instance and receiving the Servicing Released Purchased Loans will be sold by the applicable Seller to Buyer on a servicing released basisprior written consent of Buyer. (b) Each Seller shall contract with each Servicer to service the related Purchased Loans consistent with the degree of skill and care agrees that such Servicer customarily exhibits with respect to similar mortgage loans owned or managed by it and in accordance with Accepted Servicing Practices. Each Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Loans or any payment thereunder. (c) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation any “Interim Servicing Rights Agreement” with Servicer) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, 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 grants Buyer a security interest in all servicing fees and rights relating to the Purchased Assets and all Servicing Records to secure the obligation of such Seller or its designee to service in conformity with this Article 28 and any other obligation of such Servicing Rights are not severable from or Seller to be separated from the Servicing Released Purchased LoansBuyer. Such Each Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Repo AgentBuyer’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 or (ii) terminate any Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee. (d) Each Neither Seller shall cause employ sub-servicers to service the related Servicer Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, the applicable Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to hold or cause to be held all escrow payments collected with respect to any Purchased Loans in trust accounts and shall apply the same for the purposes for which such escrow payments were collectedBuyer. (e) Each Seller shall cause each Servicer all servicers (other than Servicer) and any other permitted sub-servicers engaged by such Seller to execute a Servicer Acknowledgement Notice with Buyer acknowledging Buyer’s security interest in the related Purchased Loans and the related Servicing Agreement and agreeing that such Servicer and any permitted each servicer and/or sub-servicer (if applicable) shall deposit immediately transfer all Income with respect to the Purchased Loans in Assets to Servicer for deposit into the applicable Collection Account or the Remittance Account Account, and so long as provided in a Purchased Asset is subject to a Transaction, following notice from Buyer to such Seller of an Event of Default under this Agreement and the related Servicing Agreement (as modified by the related Servicer Acknowledgment), all in such manner as shall be acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the foregoingAgreement, each Seller shall, such servicer or shall cause Servicer or any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans into the applicable Collection Account within two (2) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Account by take no later than the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted in the related Servicing action under this Agreement (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect regard to such Purchased LoansAsset other than as specifically directed by Buyer. (f) Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no Event of Default has occurred and is continuing), the applicable Seller shall terminate such Servicer’s right to service the related Purchased Loans under the related Servicing Agreement without The payment of any penalty or termination fee and servicing fees shall appoint a successor servicer acceptable be subordinate to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination Event. Upon the occurrence of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereof, and the applicable Seller, if required by Repo Agent, shall exercise any right to terminate each Servicer’s right to service the related Purchased Loans that it may have, in each case without payment of amounts outstanding under any termination fee or any other amount to such Servicer or any of its agents or sub-servicers to the extent permitted by the related Servicing Agreement. In any case where Servicer is so terminated, Sellers Transaction and Servicers shall cooperate in transferring the servicing and all Servicing Records relating to the Purchased Loans to a successor servicer approved by Repo Agent in its sole discretion. For the avoidance of doubt any termination of a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement. (g) To For the extent applicableavoidance of doubt, no Seller retains economic rights to the servicing, other than such Seller’s rights under the Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, each Seller shall use commercially reasonable efforts to cause each Servicer and any permitted sub-servicer to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent expressly acknowledges that such Servicer or permitted sub-servicer has the ability to service the related Purchased Loan as provided in this Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (h) If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such Seller for managing or servicing any Purchased Loan has failed to perform fully such Seller’s obligations under the Transaction Documents or any of the obligations of such entities with respect to the related Purchased Loans, such Seller shall promptly notify Repo Agent and promptly remedy any non-compliance. (i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights), including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer. (j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Assets are sold to Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer. (k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a “servicing released basisreleased” basis with such servicing retained by the Servicer.

Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer a. Seller, on a servicing retained basis and the Servicing Released Purchased Loans will be sold by the applicable Seller to Buyer on a servicing released basis. (b) Each Seller Buyer’s behalf, shall contract with each Servicer to to, or if Seller is the Servicer, Seller shall, interim service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer Seller customarily exhibits requires with respect to similar mortgage loans Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. Each The Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Mortgage Loans or any payment thereunder. (c) Each b. Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇shall, ▇▇▇▇▇ is the owner of all Servicing Rights and Servicing Records and such Servicing Rights are not severable from or to be separated from the Servicing Released Purchased Loans. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Repo Agent’s request. (d) Each Seller shall cause the related Servicer to to, hold or cause to be held all escrow payments funds collected by Servicer with respect to any Purchased Mortgage Loans in segregated trust accounts accounts, separate and apart from any of Seller’s corporate funds, and shall apply the same for the purposes for which such escrow payments funds were collected. (e) Each Seller shall cause each Servicer and any other permitted sub-servicers to execute a Servicer Acknowledgement acknowledging Buyer’s interest in the related Purchased Loans and the related Servicing Agreement and agreeing that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income with respect to the Purchased Loans in the applicable Collection Account or the Remittance Account as provided in this Agreement and the related Servicing Agreement (as modified by the related Servicer Acknowledgment), all in such manner as shall be acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the foregoing, each c. Seller shall, or shall cause the Servicer or any permitted sub-servicer to to, deposit all Income Income, excluding any prepayments in full as set forth in Section 7(d), received by any Servicer on any the Purchased Loans into Assets in the applicable Collection Account within two no later than the fifth (25th) Business Days of Day following receipt; provided, however, that any amounts required to be remitted to Buyer shall be deposited in the Collection Account on or prior to the day on which such Servicer’s receipt thereofremittance is to occur. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Settlement Account on a monthly basis, on the fifth (5th) calendar day (or next succeeding Business Day in the event that any such calendar day is not a Business Day), and on any other day Buyer directs such a transfer in its discretion. d. If any Mortgage Loan that is proposed to be sold on a Purchase Date is serviced by no later a servicer other than Seller, or if the next occurring Servicer Remittance Date, net servicing of any amounts that Purchased Mortgage Loan is to be transferred from Seller to a Servicer other than Seller, Seller shall, prior to such Servicer is expressly permitted in Purchase Date or servicing transfer date, as applicable, provide to Buyer the related Servicing Agreement and a servicer notice or letter agreement, executed by Buyer, Seller and such Servicer (as modified by the related each, a “Servicer Acknowledgment) Side Letter”), in form and substance substantially similar to withdraw or retain with respect to such Purchased LoansExhibit F hereto. (f) Upon e. The Buyer shall have the occurrence of a Servicer Termination Event with respect right to any Servicer (and provided no Event of Default has occurred and is continuing), immediately terminate the applicable Seller shall terminate such Servicer’s right to service the related Purchased Mortgage Loans under the related Servicing Agreement without payment of any penalty or termination fee and shall appoint a successor servicer acceptable to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination Eventfee. Upon the occurrence of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereof, Seller and the applicable Seller, if required by Repo Agent, shall exercise any right to terminate each Servicer’s right to service the related Purchased Loans that it may have, in each case without payment of any termination fee or any other amount to such Servicer or any of its agents or sub-servicers to the extent permitted by the related Servicing Agreement. In any case where Servicer is so terminated, Sellers and Servicers shall cooperate in transferring the servicing and all Servicing Records relating to of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Agent Buyer in its sole discretion. For the avoidance of doubt any termination of a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement. (g) To the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer and any permitted sub-servicer to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent that such Servicer or permitted sub-servicer has the ability to service the related Purchased Loan as provided in this Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (h) f. If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer Seller or any other entity responsible to such Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such Seller’s obligations under the Transaction Documents Program Agreements or any of the obligations of such entities with respect to the related Purchased Mortgage Loans, such Seller shall promptly notify Repo Agent Buyer and promptly remedy any non-compliance. g. The Servicer’s rights and obligations to interim service the Purchased Mortgage Loans shall terminate on the twentieth (i20th) day of each calendar month (and if such day is not a Business Day, the next succeeding Business Day), unless otherwise directed in writing by the Buyer prior to such date. For purposes of this provision, notice provided by electronic mail shall constitute written notice. Upon any termination of a Servicer as provided hereintermination, in the Servicer Acknowledgment or in the related Servicing Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights)servicing, including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agentthe Buyer. The Servicer’s delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. The Seller and Servicer shall have no right to select a subservicer or successor servicer. After any Servicer’s the servicing terminates and until the related servicing transfer date, Sellers the Servicer shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Mortgage Loans in accordance with the terms of this Agreement and for the benefit of the Buyer. h. If Seller at any time uses or intends to use, as applicable, an independent third party subservicer to fulfill its obligations as Servicer hereunder, Seller shall, prior to the related Purchase Date or servicing transfer date, as applicable, (ji) The Servicer may hire a sub-servicer provide Buyer with the related Servicing Agreement pursuant to which such subservicer shall service the Purchased such Mortgage Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment which Servicing Agreement shall be acceptable to Buyer in all respects, (ii) obtain Buyer’s prior written consent to the use of such subservicer in the performance of such servicing duties and obligations, which consent may be withheld in Buyer’s sole discretion and (iii) provide Buyer with a fully executed Servicer Side Letter with respect to such subservicer. The Servicer In no event shall Seller’s use of a subservicer relieve Seller of its obligations hereunder, and Seller shall remain liable under this Agreement as if Seller were servicing such Mortgage Loans directly. i. Seller hereby agrees and acknowledges, and shall cause any third-party subservicer to agree and acknowledge, that Buyer or its designees shall have the right to conduct examinations and audits of the Servicer with respect to the servicing of the Purchased Mortgage Loans. Buyer for its obligations shall also have the right to Seller obtain copies of all Records and Buyer notwithstanding files of the engagement of any such sub-servicerServicer relating to the Purchased Assets, including all documents relating to the Purchased Mortgage Loans and the servicing thereof. (k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a servicing released basis.

Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer Seller, on a servicing retained basis and the Servicing Released Purchased Loans will be sold by the applicable Seller to Buyer on a servicing released basis. (b) Each Seller Buyer’s behalf, shall service or contract with each a Servicer to service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer customarily exhibits requires with respect to similar mortgage loans Mortgage Loans owned or managed by it such Servicer and in accordance with Accepted Servicing Practices. Each The Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply in all material respects with all applicable Federal, State and local laws and regulationsRequirements of Law, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, under the Servicing Agreement and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Loans Mortgage Loan or any payment thereunder. (cb) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ is the owner of all Servicing Rights and Servicing Records and such Servicing Rights are not severable from or to be separated from the Servicing Released Purchased Loans. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Repo Agent’s request. (d) Each Seller shall cause the related Servicer to hold or cause to be held all escrow payments funds collected by Seller with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such escrow payments funds were collected. (ec) Each Seller shall cause each Servicer and any other permitted sub-servicers to execute a Servicer Acknowledgement acknowledging Buyer’s interest in the related Purchased Loans and the related Servicing Agreement and agreeing that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income with respect to the Purchased Loans in the applicable Collection Account or the Remittance Account as provided in this Agreement and the related Servicing Agreement (as modified by the related Servicer Acknowledgment), all in such manner as shall be acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the foregoing, each Seller shall, or shall cause the Servicer or and any permitted sub-interim servicer to to, deposit all Income collections received by any Seller or Servicer on account of the Purchased Mortgage Loans in accordance with the provisions of Section 5(a)(i). (d) If any Mortgage Loan that is proposed to be sold on a Purchase Date is serviced or subserviced by a servicer other than a currently approved Servicer, or if the servicing of any Purchased Loans into the applicable Collection Account within two Mortgage Loan is to be transferred from a currently approved Servicer to another servicer, Seller shall, prior to such Purchase Date or servicing transfer date, as applicable, (2i) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted in provide Buyer with the related Servicing Agreement pursuant to which such servicer shall service such Mortgage Loans, which Servicing Agreement shall be acceptable to Buyer in all respects, (as modified ii) obtain Buyer’s prior written consent to the use of such servicer in the performance of such servicing duties and obligations, which consent may be withheld in Buyer’s sole discretion and (iii) provide Buyer with a fully executed servicer notice or letter agreement, executed by the related Buyer, Seller and such Servicer Acknowledgment) (each, a “Servicer Side Letter”), in form and substance acceptable to withdraw or retain Buyer with respect to such Servicer. In no event shall Seller’s use of a Servicer relieve Seller of its obligations hereunder, and Seller shall remain liable under this Agreement as if Seller were servicing such Mortgage Loans directly. Seller hereby agrees and acknowledges, and shall cause any Servicer to agree and acknowledge, that Buyer or its designees shall have the right to conduct examinations and audits of the Servicer with respect to the servicing of the Purchased Mortgage Loans, to the extent set forth in the Servicing Agreement and any related servicer notice or letter agreement. Buyer shall also have the right to obtain copies of all Records and files of the Servicer relating to the Purchased Mortgage Loans, including all documents relating to the Purchased Mortgage Loans and the servicing thereof. (fe) Upon the occurrence of an Event of Default hereunder or a Servicer Termination Event Event, with respect regard to any Servicer (and provided no Event of Default has occurred and is continuing)Servicing-Released Mortgage Loans, Buyer shall have the applicable Seller shall right to immediately terminate such the Servicer’s right to service the related Purchased Mortgage Loans under the related Servicing Agreement (subject to the related servicing transfer period) without payment of any penalty or termination fee and shall appoint a successor fee, but subject to any limitations set forth in the servicer acceptable to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of notice or letter agreement with the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination EventServicer. Upon the occurrence of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereof, Seller and the applicable Seller, if required by Repo Agent, shall exercise any right to terminate each Servicer’s right to service the related Purchased Loans that it may have, in each case without payment of any termination fee or any other amount to such Servicer or any of its agents or sub-servicers to the extent permitted by the related Servicing Agreement. In any case where Servicer is so terminated, Sellers and Servicers shall cooperate in transferring the servicing and all Servicing Records relating to of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Agent ▇▇▇▇▇ in its sole discretion. For the avoidance of doubt any termination of a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement. (g) To the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer and any permitted sub-servicer to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent that such Servicer or permitted sub-servicer has the ability to service the related Purchased Loan as provided in this Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (hf) If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer Seller or any other entity responsible by contract to such Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such Seller’s obligations under the Transaction Facility Documents or any of the obligations of such entities with respect to the related Purchased Mortgage Loans, such Seller shall promptly notify Repo Agent Buyer and promptly remedy any non-compliance. (ig) The Servicer’s rights and obligations to interim service the Purchased Mortgage Loans that are Servicing-Released Mortgage Loans shall terminate on the twentieth (20th) day of each calendar month (and if such day is not a Business Day, the next succeeding Business Day), unless otherwise directed in writing by the Buyer prior to such date. For purposes of this provision, notice provided by electronic mail shall constitute written notice. For the avoidance of doubt, this Subsection 18(g) shall no longer apply to any Purchased Mortgage Loan that is repurchased in full by Seller in accordance with the provisions of this Agreement and therefore is no longer subject to a Transaction. Upon any termination of a Servicer as provided hereintermination, in the Servicer Acknowledgment or in the related Servicing Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights)servicing, including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agentthe Buyer. The Servicer’s delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. The Seller and Servicer shall have no right to select a subservicer or successor servicer. After any Servicer’s the servicing terminates and until the related servicing transfer date, Sellers the Servicer shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Mortgage Loans in accordance with the terms of this Agreement and for the benefit of the Buyer. (j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer. (k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a servicing released basis.

Servicing. (a) The parties hereto hereby agree and acknowledge that the Servicing Retained Servicer shall act as (i) an independent contractor of the SPC and the Indenture Trustee (including for the benefit of the Investors, Enhancers (if any) and other Secured Parties) to administer the collection and servicing of all of the Purchased Loans will Diversified Payment Rights, and (ii) the collateral agent and bailee for the Indenture Trustee (for the benefit of the Investors, Enhancers (if any) and other Secured Parties) for the purposes of taking, perfecting and enforcing security interests in the Collateral, and the Servicer hereby agrees to administer the collection and servicing thereof (and the taking, perfecting and enforcing of security interests in the Collateral) for the benefit of such Persons. Except as otherwise provided herein, the Servicer shall have full power and authority to do any and all things in connection with such administration and servicing as it deems reasonably necessary or desirable, including appointing subservicers to perform one or more of its servicing obligations hereunder as provided in subsection (e). Without in any respect limiting the foregoing, the Servicer shall, in accordance with this Agreement but subject to all Applicable Laws (including, to the extent applicable, to ensure compliance with the Prohibited Nations Acts), manage and administer each of the Purchased Diversified Payment Rights, exercise all discretionary powers involved in such management, collection and administration and, except as otherwise provided in subsection (b), bear all costs and expenses incurred in connection therewith that may be sold necessary or advisable and permitted for carrying out the transactions contemplated by the applicable Seller Transaction Documents. In the management, collection and administration of the Purchased Diversified Payment Rights, the Servicer shall exercise at least the higher of (i) the same care that a reasonable Person would exercise in handling similar matters for its own account and (ii) the same care that the Servicer exercises in handling similar matters for its own account, and in either event the Servicer shall create and administer policies and practices consistent therewith. The Servicer shall comply at all times, in all material respects, with good business policies, practices, procedures and internal controls in effect at such time with respect to Buyer servicing and collecting the Purchased Diversified Payment Rights. Subject to Article IV of the Indenture, the SPC shall pay the Servicer (unless the Servicer is the Bank, the SPC or an Affiliate of either thereof) a fee (the “Servicing Fee”) on a servicing retained basis and each Payment Date of 0.50% per annum of the Servicing Released total face amount of the Purchased Loans will be sold by Diversified Payment Rights generated during the applicable Seller to Buyer on a servicing released basispreceding Quarterly Period as compensation for its performance as Servicer. (b) Each Seller The Bank (whether or not it is the Servicer) shall contract with each Servicer to service the related Purchased Loans consistent pay, out of its own funds, any wiring or similar administrative charges that are imposed in connection with the degree collection of skill any Collections and care the remitting of such Collections (or related notices and/or Payment Orders) to/from any Person (including any payments to Investors and Enhancers (if any) and sending information to the Bank in order to make arrangements for payment to the applicable DPR Payees). If, instead of being paid for directly by the Bank, any such charges are deducted from the amount of the Collections, then the Bank (whether or not the Servicer) shall promptly indemnify the SPC for such charges by depositing an equivalent amount into a Concentration Account or the Collateral Account; it being understood that such Servicer customarily exhibits with respect to similar mortgage loans owned or managed by it and in accordance with Accepted Servicing Practices. Each Servicer shallthe Bank may retain for its own account any amounts received from a DPR Payor, and shall ensure that each permitted sub-servicer will, (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Loans DPR Payee or any payment thereunderother Person as reimbursement for such charges (including any commissions received in connection therewith that are excluded from the definition of Purchased Diversified Payment Rights pursuant to the proviso in the definition thereof). (c) Each Seller The Servicer hereby agrees to cause to be established (and maintained in accordance with respect the terms hereof and of the other Transaction Documents) each Concentration Account, each other Trust Account and each other account required to be maintained by the Servicer and/or the SPC pursuant to the Servicing Released Purchased Loans Indenture, including any Indenture Supplement and as between the other Transaction Documents and shall take all steps necessary (if any) on its part to perfect the security interest of the Indenture Trustee in such Seller and ▇▇▇▇▇, ▇▇▇▇▇ is the owner of all Servicing Rights and Servicing Records and such Servicing Rights are not severable from or to be separated from the Servicing Released Purchased Loans. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Repo Agent’s requestTrust Accounts. (d) Each Seller After its receipt thereof, the Servicer shall cause use commercially reasonable efforts immediately to segregate the related Servicer to hold Collections from any other payments or cause to be held all escrow similar items received by it, including (i) any payments collected with respect to any Purchased Loans in trust accounts and shall apply the same for the purposes for which such escrow payments were collectedthe identified payee is not located in Jamaica and (ii) any commissions that are excluded from the definition of Purchased Diversified Payment Rights pursuant to the proviso in the definition thereof. (e) Each Seller shall cause each The obligation of the Servicer and any other permitted sub-servicers to execute a Servicer Acknowledgement acknowledging Buyer’s interest in service the related Purchased Loans Diversified Payment Rights is personal to the Servicer, and the related Servicing Agreement and agreeing parties recognize that another Person may not be qualified to perform such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income with respect obligations. Accordingly, the Servicer’s obligation to service the Purchased Diversified Payment Rights hereunder, to the extent permitted by Applicable Law, shall be specifically enforceable and shall be absolute and unconditional in all circumstances, including during the existence of any Early Amortization Event (including any Servicer Default) or Default; provided that a replacement Servicer may be appointed pursuant to Article IV. The provisions of this subsection shall not preclude the Servicer from subcontracting any or all of its responsibilities hereunder so long as it shall retain supervisory control of any such subcontractor and shall comply with the requirements of Section 5.2 before entering into any such subcontracting arrangement. The Servicer shall ensure, as a condition precedent to entering into any such subcontracting arrangement, that each such subcontractor shall agree to service the Purchased Loans Diversified Payment Rights in accordance with all Applicable Laws (including, to the applicable Collection Account or extent applicable, the Remittance Account as provided in Prohibited Nations Acts) and this Agreement and the related Servicing Agreement (as modified by other Transaction Documents and has the related ability to do so. Anything herein to the contrary notwithstanding, the Servicer Acknowledgment), all in such manner as shall be acceptable fully responsible for any and all acts or failures to Repo Agent in its sole and absolute discretion. Without limiting the generality act of the foregoing, each Seller shall, or shall cause Servicer or any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans into the applicable Collection Account within two (2) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant subcontractor to the immediately preceding sentence shall then be remitted to same extent as if the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts that were performing or directly responsible for such Servicer is expressly permitted in the related Servicing Agreement (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect to such Purchased Loanssubcontractor’s duties and responsibilities. (f) Upon The Servicer shall not resign from its obligations hereunder except upon its reasonable determination that (i) the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no Event of Default has occurred and is continuing), the applicable Seller shall terminate such Servicer’s right to service the related Purchased Loans under the related Servicing Agreement without payment of any penalty or termination fee and shall appoint a successor servicer acceptable to Repo Agent within five (5) Business Days performance of such Servicer Termination Event, obligations is no longer permissible under Applicable Law and shall complete a transfer of servicing (ii) there is no reasonable action that it could take to make such performance permissible under Applicable Law. Any such determination permitting the resignation of the related Purchased Loans Servicer shall be evidenced as to clause (i) by an Opinion of Counsel to the Servicer to such successor servicer within sixty effect and as to clause (60ii) days by an Officers’ Certificate of such Servicer Termination Event. Upon the occurrence of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereof, and the applicable Seller, if required by Repo Agent, shall exercise any right to terminate each Servicer’s right to service the related Purchased Loans that it may have, in each case without payment of any termination fee or any other amount to such Servicer or any of its agents or sub-servicers addressed to the extent permitted by SPC, the related Servicing AgreementIndenture Trustee, each Enhancer (if any) and each Rating Agency. In any case where Servicer is so terminated, Sellers and Servicers No such resignation shall cooperate in transferring the servicing and all Servicing Records relating to the Purchased Loans to become effective until a successor servicer approved by Repo Agent shall have assumed in its sole discretion. For writing the avoidance responsibilities and obligations of doubt any termination of a Servicer’s rights to service by Repo Agent as a result of a the Servicer Termination Event or an Event of Default shall be deemed part of an exercise of Buyer’s rights to cause the liquidation, termination or acceleration of this Agreementin accordance with Section 4.3. (g) To Each of the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer and any permitted sub-servicer to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent that such Servicer or permitted sub-servicer has the ability to service the related Purchased Loan as provided in this Agreement, the related Servicing Agreement SPC and the related Indenture Trustee hereby grants to the Servicer Acknowledgmenta revocable power-of-attorney, which power is coupled with an interest, with full power of substitution, to take in the name of the SPC and/or the Indenture Trustee or in its own name all steps necessary or advisable to endorse, negotiate, deliver or otherwise realize upon the Purchased Diversified Payment Rights or any writing or other report of any kind held or owned by the SPC or transmitted to or received by the Servicer as payment on account or otherwise in respect of any Purchased Diversified Payment Right. (h) If either Seller should discover that, for any reason whatsoever, such Seller, Except when any Servicer or any other entity responsible to such Seller for managing or servicing any Purchased Loan has failed to perform fully such Seller’s obligations under Default exists, the Transaction Documents or any SPC hereby authorizes the Servicer (on behalf of the obligations of such entities SPC) to instruct the Indenture Trustee and each Trustee with respect to the related Purchased Loans, such Seller shall promptly notify Repo Agent and promptly remedy any non-complianceinvestment of funds held in the Trust Accounts. (i) Upon any termination of a Servicer as The Servicer’s obligations under this Agreement shall terminate on the Sale Termination Date; provided hereinthat if the Bank is no longer the Servicer, in then the Servicer Acknowledgment or in shall on the related Servicing Agreement, Sellers shall cause such Sale Termination Date: (i) transfer all records and documents relating to the Diversified Payment Rights to the Bank (it being understood that the Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights), including, without limitation, delivery may retain a copy of all servicing files to such records and documents) and (ii) execute and deliver all documents and instruments related thereto as may be reasonably requested by the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of BuyerBank. (j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer. (k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a servicing released basis.

Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer on a servicing retained basis and the Servicing Released Purchased Loans will be sold by the applicable Seller to Buyer on a servicing released basis. (b) Each Seller shall contract with each Servicer Guarantor hereby agrees to service the related Purchased Underlying Mortgage Loans and Underlying REO Properties consistent with the degree of skill and care that such Servicer Guarantor customarily exhibits requires with respect to similar mortgage loans Underlying Mortgage Loans and Underlying REO Properties owned or managed by it and in accordance with Accepted Servicing Practices. Each Servicer shall, Guarantor shall service the Underlying Mortgage Loans and shall ensure that each permitted sub-servicer will, Underlying REO Properties in accordance with this Agreement. Guarantor hereby agrees to (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Underlying Mortgage Loans and Underlying REO Properties or any payment thereunder. Buyer may terminate the servicing of any Underlying Mortgage Loan with the then existing servicer in accordance with Section 19(d) hereof. (cb) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ is the owner of all Servicing Rights and Servicing Records and such Servicing Rights are not severable from or to be separated from the Servicing Released Purchased Loans. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Repo Agent’s request. (d) Each Seller Guarantor shall cause the related Servicer to hold or cause to be held all escrow payments funds collected by Guarantor with respect to any Purchased Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties in trust accounts and shall apply the same for the purposes for which such escrow payments funds were collected. (ec) Each Seller shall cause each Servicer To the extent required by Section 6(b)(i) and any other permitted sub-servicers to execute a Servicer Acknowledgement acknowledging Buyer’s interest in the related Purchased Loans and the related Servicing Agreement and agreeing that such Servicer and any permitted sub-servicer (if applicableSection 6(c) hereof, Guarantor shall deposit all Income with respect to collections received by it on behalf of Seller on account of the Purchased Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties in the applicable Collection Account or the Remittance Account as provided in this Agreement and the related Servicing Agreement (as modified by the related Servicer Acknowledgment), all in such manner as shall be acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the foregoing, each Seller shall, or shall cause Servicer or any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans into the applicable Collection Account within no later than two (2) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted in the related Servicing Agreement (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect to such Purchased Loansfollowing receipt. (fd) Upon the occurrence and during the continuation of a Servicer Termination Event with respect to any Servicer (and provided no an Event of Default has occurred and is continuing)or Termination Event hereunder, Buyer shall have the applicable Seller shall right to immediately terminate such the Servicer’s right to service the related Purchased Assets, Pledged Assets, Underlying Mortgage Loans under the related Servicing Agreement and Underlying REO Properties without payment of any penalty or termination fee fee. Guarantor and shall appoint a successor servicer acceptable to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination Event. Upon the occurrence of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereof, and the applicable Seller, if required by Repo Agent, shall exercise any right to terminate each Servicer’s right to service the related Purchased Loans that it may have, in each case without payment of any termination fee or any other amount to such Servicer or any of its agents or sub-servicers to the extent permitted by the related Servicing Agreement. In any case where Servicer is so terminated, Sellers and Servicers Seller shall cooperate in transferring the servicing and all Servicing Records relating to of the Purchased Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties to a successor servicer approved appointed by Repo Agent ▇▇▇▇▇ in its sole discretion. For the avoidance of doubt any termination of a the Servicer’s rights to service by Repo Agent the Buyer as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of the Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement. Upon the occurrence and during the continuation of an Event of Default or Termination Event hereunder, Guarantor will comply with the Buyer’s instructions with respect to the Purchased Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties, to the extent permitted by applicable law. (g) To the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer and any permitted sub-servicer to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent that such Servicer or permitted sub-servicer has the ability to service the related Purchased Loan as provided in this Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (he) If either Guarantor or Seller should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such Seller by contract for managing or servicing any such Purchased Loan Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties has failed to perform fully such Seller’s obligations under the Transaction Facility Documents or any of the obligations of such entities with respect to the related Purchased LoansAssets, such Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties, Seller shall promptly notify Repo Agent and promptly remedy any non-complianceBuyer. (if) Upon For the avoidance of doubt, neither Seller nor Guarantor shall retain any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights), including, without limitation, delivery of all servicing files economic rights to the designee servicing of Buyer the Purchased Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties; provided that Guarantor shall continue to service the Purchased Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties hereunder as directed by Repo Agentpart of its Obligations hereunder. The delivery of servicing files of any Servicer As such, Seller and Guarantor expressly acknowledge that the Purchased Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties are sold or either Sellerpledged to Buyer, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s on a “servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to released” basis. (and if a Seller owns or possesses Servicing Rights, such g) Seller shall, with respect to any Servicer (other than Guarantor), provide promptly to Buyer (i) service a Servicer Notice addressed to and agreed to by the Servicer of the related Purchased Assets, Pledged Assets, Underlying Mortgage Loans in accordance with and Underlying REO Properties, advising such Servicer of such matters as Buyer may reasonably request, including recognition by the terms of this Agreement and for the benefit Servicer of Buyer. (j) The Servicer may hire a sub-servicer to service ’s interest in such Purchased Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties and the Purchased Loans, but only with the consent Servicer’s agreement that upon receipt of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement notice of any such sub-servicer. (k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred from Buyer, it will follow the instructions of Buyer with respect to the Purchased Assets, Pledged Assets, Underlying Mortgage Loans and be continuing, sell the Servicing Released Purchased Loans on a servicing released basisUnderlying REO Properties and any related Income with respect thereto.

Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer Seller, on a servicing retained basis and the Servicing Released Purchased Loans will be sold by the applicable Seller to Buyer on a servicing released basis. (b) Each Seller Buyer’s behalf, shall service or contract with each a Servicer to service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer customarily exhibits requires with respect to similar mortgage loans Mortgage Loans owned or managed by it such Servicer and in accordance with Accepted Servicing Practices. Each The Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply in all material respects with all applicable Federal, State and local laws and regulationsRequirements of Law, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, under the Servicing Agreement and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Loans Mortgage Loan or any payment thereunder. (cb) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ is the owner of all Servicing Rights and Servicing Records and such Servicing Rights are not severable from or to be separated from the Servicing Released Purchased Loans. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Repo Agent’s request. (d) Each Seller shall cause the related Servicer to hold or cause to be held all escrow payments funds collected by Seller with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such escrow payments funds were collected. (ec) Each Seller shall cause each Servicer and any other permitted sub-servicers to execute a Servicer Acknowledgement acknowledging Buyer’s interest in the related Purchased Loans and the related Servicing Agreement and agreeing that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income with respect to the Purchased Loans in the applicable Collection Account or the Remittance Account as provided in this Agreement and the related Servicing Agreement (as modified by the related Servicer Acknowledgment), all in such manner as shall be acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the foregoing, each Seller shall, or shall cause the Servicer or and any permitted sub-interim servicer to to, deposit all Income collections received by any Seller or Servicer on account of the Purchased Mortgage Loans in accordance with the provisions of Section 5(a)(i). (d) If any Mortgage Loan that is proposed to be sold on a Purchase Date is serviced or subserviced by a servicer other than a currently approved Servicer, or if the servicing of any Purchased Loans into the applicable Collection Account within two Mortgage Loan is to be transferred from a currently approved Servicer to another servicer, Seller shall, prior to such Purchase Date or servicing transfer date, as applicable, (2i) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted in provide Buyer with the related Servicing Agreement pursuant to which such servicer shall service such Mortgage Loans, which Servicing Agreement shall be acceptable to Buyer in all respects, (as modified ii) obtain Buyer’s prior written consent to the use of such servicer in the performance of such servicing duties and obligations, which consent may be withheld in Buyer’s sole discretion and (iii) provide Buyer with a fully executed servicer notice or letter agreement, executed by the related Buyer, Seller and such Servicer Acknowledgment) (each, a “Servicer Side Letter”), in form and substance acceptable to withdraw or retain Buyer with respect to such Servicer. In no event shall Seller’s use of a Servicer relieve Seller of its obligations hereunder, and Seller shall remain liable under this Agreement as if Seller were servicing such Mortgage Loans directly. Seller hereby agrees and acknowledges, and shall cause any Servicer to agree and acknowledge, that Buyer or its designees shall have the right to conduct examinations and audits of the Servicer with respect to the servicing of the Purchased Mortgage Loans, to the extent set forth in the Servicing Agreement and any related servicer notice or letter agreement. Buyer shall also have the right to obtain copies of all Records and files of the Servicer relating to the Purchased Mortgage Loans, including all documents relating to the Purchased Mortgage Loans and the servicing thereof. (fe) Upon the occurrence of an Event of Default hereunder or a Servicer Termination Event Event, with respect regard to any Servicer (and provided no Event of Default has occurred and is continuing)Servicing-Released Mortgage Loans, Buyer shall have the applicable Seller shall right to immediately terminate such the Servicer’s right to service the related Purchased Mortgage Loans under the related Servicing Agreement (subject to the related servicing transfer period) without payment of any penalty or termination fee and shall appoint a successor fee, but subject to any limitations set forth in the servicer acceptable to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of notice or letter agreement with the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination EventServicer. Upon the occurrence of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereof, Seller and the applicable Seller, if required by Repo Agent, shall exercise any right to terminate each Servicer’s right to service the related Purchased Loans that it may have, in each case without payment of any termination fee or any other amount to such Servicer or any of its agents or sub-servicers to the extent permitted by the related Servicing Agreement. In any case where Servicer is so terminated, Sellers and Servicers shall cooperate in transferring the servicing and all Servicing Records relating to of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Agent Buyer in its sole discretion. For the avoidance of doubt any termination of a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement. (g) To the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer and any permitted sub-servicer to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent that such Servicer or permitted sub-servicer has the ability to service the related Purchased Loan as provided in this Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (hf) If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer Seller or any other entity responsible by contract to such Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such Seller’s obligations under the Transaction Facility Documents or any of the obligations of such entities with respect to the related Purchased Mortgage Loans, such Seller shall promptly notify Repo Agent Buyer and promptly remedy any non-compliance. (ig) The Servicer’s rights and obligations to interim service the Purchased Mortgage Loans that are Servicing-Released Mortgage Loans shall terminate on the twentieth (20th) day of each calendar month (and if such day is not a Business Day, the next succeeding Business Day), unless otherwise directed in writing by the Buyer prior to such date. For purposes of this provision, notice provided by electronic mail shall constitute written notice. For the avoidance of doubt, this Subsection 18(g) shall no longer apply to any Purchased Mortgage Loan that is repurchased in full by Seller in accordance with the provisions of this Agreement and therefore is no longer subject to a Transaction. Upon any termination of a Servicer as provided hereintermination, in the Servicer Acknowledgment or in the related Servicing Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights)servicing, including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agentthe Buyer. The Servicer’s delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. The Seller and Servicer shall have no right to select a subservicer or successor servicer. After any Servicer’s the servicing terminates and until the related servicing transfer date, Sellers the Servicer shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Mortgage Loans in accordance with the terms of this Agreement and for the benefit of the Buyer. (j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer. (k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a servicing released basis.

Servicing. (a) The parties hereto Seller and Buyer agree and acknowledge that all Servicing Rights with respect to the Servicing Retained Purchased Loans will be sold by the applicable Seller are being transferred hereunder to Buyer on the applicable Purchase Date and such Servicing Rights shall be transferred by Buyer to Seller upon Seller’s payment of the Repurchase Price for such applicable Purchased Loan. Notwithstanding the purchase and sale of the Purchased Loans and Servicing Rights hereby, Servicer shall be granted a servicing retained basis and revocable license to exercise the Servicing Released Rights with respect to the Purchased Loans will for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate a Purchased Loan prior to the Repurchase Date pursuant to Section 8, Buyer’s assigns (which license shall be sold by deemed automatically revoked upon the applicable Seller to Buyer on a servicing released basis. (b) Each Seller shall contract with each occurrence and during the continuance of an Event of Default); provided, however, that the obligations of Servicer to service the related Purchased Loans consistent with shall cease, at Seller’s option, upon the degree payment by Seller to Buyer of skill and care that such the Repurchase Price therefor. Seller shall cause Servicer customarily exhibits with respect to similar mortgage loans owned or managed by it service the Purchased Loans pursuant to the Servicing Agreement and in accordance with Accepted Servicing Practices. Each Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, (iii) comply with the Servicing Standard and (iv) not impair the rights of Practices approved by Buyer in any Purchased Loans or any payment thereunder. (c) Each Seller agrees the exercise of its reasonable business judgment and maintained by other prudent mortgage lenders with respect to senior interests in mortgage loans similar to the Servicing Released Purchased Loans and as between such Loans. Seller and ▇▇▇▇▇, shall obtain the written consent of Buyer prior to appointing any third party servicer for a Purchased Loan (other than ▇▇▇▇▇ Fargo Bank, National Association). (b) Seller agrees that Buyer is the owner of all servicing records, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Loans (collectively, the “Servicing Rights Records”) so long as the Purchased Loans are subject to this Agreement. Seller grants Buyer a security interest in all servicing fees and rights relating to the Purchased Loans and all Servicing Records to secure the obligation of the Servicer to service in conformity with this Section and such Servicing Rights are not severable from or any other obligation of Seller to be separated from the Servicing Released Purchased LoansBuyer. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records which are in Seller’s possession and to deliver them promptly to Buyer or its designee (including the Custodian) at Repo AgentBuyer’s request. (d) Each Seller shall cause the related Servicer to hold or cause to be held all escrow payments collected with respect to any Purchased Loans in trust accounts and shall apply the same for the purposes for which such escrow payments were collected. (e) Each Seller shall cause each Servicer and any other permitted sub-servicers to execute a Servicer Acknowledgement acknowledging Buyer’s interest in the related Purchased Loans and the related Servicing Agreement and agreeing that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income with respect to the Purchased Loans in the applicable Collection Account or the Remittance Account as provided in this Agreement and the related Servicing Agreement (as modified by the related Servicer Acknowledgment), all in such manner as shall be acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the foregoing, each Seller shall, or shall cause Servicer or any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans into the applicable Collection Account within two (2) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted in the related Servicing Agreement (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect to such Purchased Loans. (fc) Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no Event of Default has occurred and is continuing), during the applicable Seller shall terminate such Servicer’s right to service the related Purchased Loans under the related Servicing Agreement without payment of any penalty or termination fee and shall appoint a successor servicer acceptable to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination Event. Upon the occurrence continuance of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereofBuyer may, and the applicable Sellerin its sole discretion, if required by Repo Agent, shall exercise any (i) sell its right to terminate each Servicer’s right to service the related Purchased Loans that it may haveon a servicing released basis or (ii) terminate any Servicer of the Purchased Loans with or without cause, in each case without payment of any termination fee or any other amount to such Servicer or any of its agents or fee. (d) Seller shall not employ sub-servicers to the extent permitted by the related Servicing Agreement. In any case where Servicer is so terminated, Sellers and Servicers shall cooperate in transferring the servicing and all Servicing Records relating to service the Purchased Loans to a successor servicer approved by Repo Agent without the prior written approval of Buyer in its sole discretion. For the avoidance ; provided, this Section 29(d) shall not apply to an Affiliate of doubt any termination of a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of Buyer’s rights to cause the liquidationSeller, termination or acceleration of this AgreementOperating Partnership and Guarantor. (ge) To The payment of servicing fees under the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer and any permitted sub-servicer to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent that such Servicer or permitted sub-servicer has the ability to service the related Purchased Loan as provided in this Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (h) If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such Seller for managing or servicing any Purchased Loan has failed to perform fully such Seller’s obligations under the Transaction Documents or any of the obligations of such entities with respect to the related Purchased Loans, such Seller shall promptly notify Repo Agent and promptly remedy any non-compliance. (i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights), including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until solely the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms obligation of this Agreement and for the benefit of BuyerSeller. (j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer. (k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a servicing released basis.

Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans Assets will be sold by the applicable Seller to Buyer on a servicing retained basis and the Servicing Released Purchased Loans will be sold by the applicable Seller to Buyer on a servicing released basis. In furtherance of the foregoing, Seller and Buyer hereby agree and confirm that from and after the date hereof, only such Servicing Agreements that have been approved by Buyer shall govern the servicing of the Purchased Assets and any prior agreement between Seller and any other Person or otherwise with respect to such servicing is hereby superseded in all respects. Provided that Buyer shall have received a duly executed Servicer Acknowledgement from Servicer, prior to an Event of Default, Seller may retain, on behalf of Buyer, Servicer to service the Purchased Assets for the benefit of or on behalf of Buyer; provided, however, that the obligation of Servicer to service any Purchased Asset for the benefit of or on behalf of Buyer as aforesaid shall cease upon the repurchase of such Purchased Asset by Seller in accordance with the provisions of this Agreement or as otherwise provided in the Servicer Acknowledgement. (b) Each Seller shall contract with each Servicer to service the related Purchased Loans consistent with the degree of skill and care that such Servicer customarily exhibits with respect to similar mortgage loans owned or managed by it and in accordance with Accepted Servicing Practices. Each Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Loans or any payment thereunder. (c) Each Seller agrees with respect to the Servicing Released Purchased Loans and that, as between such Seller and ▇▇▇▇▇Buyer, ▇▇▇▇▇ Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Rights and Servicing Records and such Servicing Rights Records”) so long as the Purchased Assets are not severable from or subject to be separated from the Servicing Released Purchased Loansthis Agreement. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records in Seller’s possession and to deliver them promptly to Buyer or its designee (including Custodian) at Repo AgentBuyer’s request. (c) Seller shall not, and shall not provide consent to Servicer to, employ any other sub-servicers to service the Purchased Assets, except as contemplated by the Servicing Agreement, without the prior written approval of Buyer which approval shall be in Buyer’s sole discretion. (d) Each Seller shall cause the related Servicer to hold or cause to be held all escrow payments collected with respect to any Purchased Loans in trust accounts and shall apply the same for the purposes for which such escrow payments were collected. (e) Each Seller shall cause each Servicer and any other permitted sub-servicers to execute a Servicer Acknowledgement acknowledging Buyer’s interest in the related Purchased Loans Assets and the related Servicing Agreement and agreeing that such Servicer and any permitted sub-servicer (if applicable) shall deposit or, as applicable, shall cause to be deposited, all Income with respect to the Purchased Loans Assets in the applicable Collection Account or the Remittance Account as provided in this Agreement and the related Servicing Agreement (as modified by the related Servicer Acknowledgment)Controlled Account, all in such manner as shall be reasonably acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the foregoing, each Seller shall, or shall cause Servicer or any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans into the applicable Collection Account within two (2) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted in the related Servicing Agreement (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect to such Purchased LoansBuyer. (f) Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no Event of Default has occurred and is continuing), the applicable Seller shall terminate such Servicer’s right to service the related Purchased Loans under the related Servicing Agreement without payment of any penalty or termination fee and shall appoint a successor servicer acceptable to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination Event. Upon the occurrence of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereof, and the applicable Seller, if required by Repo Agent, shall exercise any right to terminate each Servicer’s right to service the related Purchased Loans that it may have, in each case without payment of any termination fee or any other amount to such Servicer or any of its agents or sub-servicers to the extent permitted by the related Servicing Agreement. In any case where Servicer is so terminated, Sellers and Servicers shall cooperate in transferring the servicing and all Servicing Records relating to the Purchased Loans to a successor servicer approved by Repo Agent in its sole discretion. For the avoidance of doubt any termination of a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement. (ge) To the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer and any permitted sub-servicer the Servicing Agreement or the Servicing Acknowledgment to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent that such Servicer or permitted sub-servicer has the ability to service the related such Purchased Loan Asset as provided in this Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (h) If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such Seller for managing or servicing any Purchased Loan has failed to perform fully such Seller’s obligations under the Transaction Documents or any of the obligations of such entities with respect to the related Purchased Loans, such Seller shall promptly notify Repo Agent and promptly remedy any non-compliance. (i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights), including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer. (j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer. (kf) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans Assets on a servicing released basisbasis 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 Assets without payment of any penalty or termination fee.

Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer on a servicing retained basis and the Servicing Released Purchased Loans will be sold by the applicable Seller to Buyer on a servicing released basis. In furtherance of the foregoing, the Seller and the Buyer hereby agree and confirm that from and after the date hereof, only such Servicing Agreements that have been approved by Buyer shall govern the servicing of the Purchased Loans and any prior agreement between Seller and any other Person or otherwise with respect to such servicing is hereby superseded in all respects. Provided that Buyer shall have received a duly executed Servicing Acknowledgement from Servicer, prior to an Event of Default, Seller may retain, on behalf of the Buyer, the Servicer to service the Purchased Loans for the benefit of or on behalf of Buyer; provided, however, that the obligation of Servicer to service any Purchased 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 the provisions of this Agreement or as otherwise provided in the Servicing Acknowledgement. (b) Each Seller shall contract with each Servicer to service the related Purchased Loans consistent with the degree of skill and care that such Servicer customarily exhibits with respect to similar mortgage loans owned or managed by it and in accordance with Accepted Servicing Practices. Each Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Loans or any payment thereunder. (c) Each Seller agrees with respect to the Servicing Released Purchased Loans and that, as between such Seller and ▇▇▇▇▇Buyer, ▇▇▇▇▇ Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Loans (the “Servicing Rights and Servicing Records and such Servicing Rights Records”) so long as the Purchased Loans are not severable from or subject to be separated from the Servicing Released Purchased Loansthis Agreement. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records in Seller’s possession and to deliver them promptly to Buyer or its designee (including the Custodian) at Repo AgentBuyer’s request. (c) Seller shall not, and shall not provide consent to Servicer to, employ any other sub-servicers to service the Purchased Loans without the prior written approval of Buyer which approval shall not be unreasonably withheld. (d) Each Seller shall cause the related Servicer to hold or cause to be held all escrow payments collected with respect to any Purchased Loans in trust accounts and shall apply the same for the purposes for which such escrow payments were collected. (e) Each Seller shall cause each Servicer and any other permitted sub-servicers engaged on behalf of Buyer to execute a Servicer Servicing Acknowledgement acknowledging Buyer’s interest in the related Purchased Loans and the related Servicing Agreement and agreeing that such the Servicer and any permitted sub-servicer (if applicable) shall deposit all Income with respect to the Purchased Loans in the applicable Collection Account or the Remittance Account as provided in this Agreement and the related Servicing Agreement (as modified by the related Servicer Acknowledgment)Blocked Account, all in such manner as shall be reasonably acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the foregoing, each Seller shall, or shall cause Servicer or any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans into the applicable Collection Account within two (2) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted in the related Servicing Agreement (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect to such Purchased LoansBuyer. (f) Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no Event of Default has occurred and is continuing), the applicable Seller shall terminate such Servicer’s right to service the related Purchased Loans under the related Servicing Agreement without payment of any penalty or termination fee and shall appoint a successor servicer acceptable to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination Event. Upon the occurrence of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereof, and the applicable Seller, if required by Repo Agent, shall exercise any right to terminate each Servicer’s right to service the related Purchased Loans that it may have, in each case without payment of any termination fee or any other amount to such Servicer or any of its agents or sub-servicers to the extent permitted by the related Servicing Agreement. In any case where Servicer is so terminated, Sellers and Servicers shall cooperate in transferring the servicing and all Servicing Records relating to the Purchased Loans to a successor servicer approved by Repo Agent in its sole discretion. For the avoidance of doubt any termination of a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement. (ge) To the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer and any permitted sub-servicer to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent that such Servicer or permitted sub-servicer has the ability to service the related such Purchased Loan as provided in this Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (h) If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such Seller for managing or servicing any Purchased Loan has failed to perform fully such Seller’s obligations under the Transaction Documents or any of the obligations of such entities with respect to the related Purchased Loans, such Seller shall promptly notify Repo Agent and promptly remedy any non-compliance. (i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights), including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer. (j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer. (kf) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a servicing released basisbasis 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.

Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer on a servicing retained basis and the Servicing Released Purchased Loans will be sold by the applicable Seller to Buyer on a servicing released basis. (b) Each Seller shall contract with each Servicer to service the related Purchased Loans consistent with the degree of skill and care that such Servicer customarily exhibits with respect to similar mortgage loans owned or managed by it and in accordance with Accepted Servicing Practices. Each Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Loans or any payment thereunder. (c) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇Buyer, ▇▇▇▇▇ Buyer is the owner of all Servicing Rights and Servicing Records and such Servicing Rights are not severable from or to be separated from the Servicing Released Purchased Loans. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Repo Agent’s request. (d) Each Seller shall cause the related Servicer to hold or cause to be held all escrow payments collected with respect to any Purchased Loans in trust accounts and shall apply the same for the purposes for which such escrow payments were collected. (e) Each Seller shall cause each Servicer and any other permitted sub-servicers to execute a Servicer Acknowledgement acknowledging Buyer’s interest in the related Purchased Loans and the related Servicing Agreement and agreeing that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income with respect to the Purchased Loans in the applicable Collection Account or the Remittance Account as provided in this Agreement and the related Servicing Agreement (as modified by the related Servicer Acknowledgment), all in such manner as shall be acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the foregoing, each Seller shall, or shall cause Servicer or any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans into the applicable Collection Account within two (2) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted in the related Servicing Agreement (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect to such Purchased Loans. (f) Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no Event of Default has occurred and is continuing), the applicable Seller shall terminate such Servicer’s right to service the related Purchased Loans under the related Servicing Agreement without payment of any penalty or termination fee and shall appoint a successor servicer acceptable to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination Event. Upon the occurrence of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereof, and the applicable Seller, if required by Repo Agent, shall exercise any right to terminate each Servicer’s right to service the related Purchased Loans that it may have, in each case without payment of any termination fee or any other amount to such Servicer or any of its agents or sub-servicers to the extent permitted by the related Servicing Agreement. In any case where Servicer is so terminated, Sellers and Servicers shall cooperate in transferring the servicing and all Servicing Records relating to the Purchased Loans to a successor servicer approved by Repo Agent in its sole discretion. For the avoidance of doubt any termination of a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement. (g) To the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer and any permitted sub-servicer to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent that such Servicer or permitted sub-servicer has the ability to service the related Purchased Loan as provided in this Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (h) If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such Seller for managing or servicing any Purchased Loan has failed to perform fully such Seller’s obligations under the Transaction Documents or any of the obligations of such entities with respect to the related Purchased Loans, such Seller shall promptly notify Repo Agent and promptly remedy any non-compliance. (i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights), including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer. (j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer. (k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a servicing released basis.

Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer Seller, on a servicing retained basis and the Servicing Released Purchased Loans will be sold by the applicable Seller to Buyer on a servicing released basis. (b) Each Seller B▇▇▇▇’s behalf, shall contract with each Servicer to to, or if Seller is Servicer, Seller shall, service the related Purchased Loans Assets pursuant to the Servicing Agreement, consistent with the degree of skill and care that such Servicer customarily exhibits with respect to similar mortgage loans owned or managed by it and in accordance with Accepted Servicing Practices. Each The Servicing Agreement shall require, inter alia, that: Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply with all applicable Federalfederal, State state and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Loans Assets or any payment thereunder. . In addition, the Servicing Agreement shall require that Servicer deposit all collections of Income (c) Each Seller agrees with respect other than amounts deposited in escrow accounts pursuant to the Servicing Released Purchased Loans Agreement and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ is Servicer’s fees or other amounts due to the owner of all Servicing Rights and Servicing Records and such Servicing Rights are not severable from or Servicer pursuant to be separated from the Servicing Released Purchased Loans. Such Seller covenants to safeguard (and to cause each Agreement) received by Servicer and permitted sub-servicer to safeguard) any such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Repo Agent’s request. (d) Each Seller shall cause the related Servicer to hold or cause to be held all escrow payments collected with respect to any Purchased Loans in trust accounts and shall apply the same for the purposes for which such escrow payments were collected. (e) Each Seller shall cause each Servicer and any other permitted sub-servicers to execute a Servicer Acknowledgement acknowledging Buyer’s interest in the related Purchased Loans and the related Servicing Agreement and agreeing that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income with respect to on account of the Purchased Loans in the applicable Collection Account or the Remittance Account as provided in this Agreement and the related Servicing Agreement (as modified by the related Servicer Acknowledgment), all in such manner as shall be acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the foregoing, each Seller shall, or shall cause Servicer or any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans into the applicable Collection Account within two (2) Business Days of such Servicer’s receipt thereof. Any such amounts deposited Assets in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted in the related Servicing Agreement (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect to such Purchased Loans. (fb) Upon the occurrence of a Servicer Termination Event with respect Event, Buyer shall have the right to any Servicer (and provided no Event of Default has occurred and is continuing), the applicable Seller shall immediately terminate such Servicer’s right to service the related Purchased Loans under the related Servicing Agreement Assets without payment of any penalty or termination fee fee. Seller and shall appoint a successor servicer acceptable to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination Event. Upon the occurrence of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereof, and the applicable Seller, if required by Repo Agent, shall exercise any right to terminate each Servicer’s right to service the related Purchased Loans that it may have, in each case without payment of any termination fee or any other amount to such Servicer or any of its agents or sub-servicers to the extent permitted by the related Servicing Agreement. In any case where Servicer is so terminated, Sellers and Servicers shall cooperate in transferring the servicing and all Servicing Records relating to of the Purchased Loans Assets to a successor servicer approved appointed by Repo Agent B▇▇▇▇ in its sole discretion. For the avoidance of doubt any termination of a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement. (g) To the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer and any permitted sub-servicer to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent that such Servicer or permitted sub-servicer has the ability to service the related Purchased Loan as provided in this Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (hc) If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such Seller for managing or servicing any Purchased Loan Assets has failed to perform fully such Seller’s obligations under the Transaction Documents or in all material respects any of the obligations of such entities with respect to the related Purchased LoansAssets, such or that an event of default under the Servicing Agreement has occurred, Seller shall promptly notify Repo Agent and promptly remedy any non-complianceBuyer. (id) Upon any termination In the event that Servicer is a master servicer of a Purchased Asset which is serviced by a third-party Servicer, Seller shall provide promptly to Buyer a Servicer as provided herein, in Notice addressed to and agreed to by the third-party Servicer Acknowledgment or in of the related Servicing AgreementPurchased Assets, Sellers shall cause advising such third-party Servicer to transfer servicing (including without limitation of such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights)matters as Buyer may reasonably request, including, without limitation, delivery recognition by the master servicer of all servicing files Buyer’s interest in such Purchased Assets and the third-party Servicer’s agreement that upon receipt of notice of an Event of Default from Buyer, it will follow the instructions of Buyer with respect to the designee of Buyer as directed by Repo Agent. The delivery of servicing files of Purchased Assets and any Servicer or either Seller, as applicable, shall be in accordance related Income with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyerrespect thereto. (je) The Seller shall not employ sub-servicers (other than Servicer may hire or Affiliates thereof or third-party Servicers) to service the Purchased Assets without the prior written approval of Buyer, which such approval shall not be unreasonably withheld. If the Purchased Assets are serviced, in whole or in part, by a sub-servicer (i) Servicer shall nevertheless remain primarily liable to service Buyer for the servicing of the Purchased Loans, but only Assets under the Servicing Agreement; and (ii) any agreement with a subservicer shall entitle Buyer to terminate such subservicer without fee or penalty in the consent event that Servicer is replaced subject to the terms of Buyer and provided that such the applicable sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicerservicing agreement. (kf) Buyer maySeller shall cause Servicer to provide to Buyer, electronically, in its sole a format mutually acceptable to Buyer and absolute discretion if an Event of Default shall have occurred and be continuingSeller, sell by no later than the Reporting Date, the Servicing Released Report. (g) For the avoidance of doubt, Seller retains no rights to the servicing other than Seller’s rights under the Servicing Agreement. As such, Seller expressly acknowledges that the Purchased Loans Assets are sold to Buyer on a “servicing released basisreleased” basis with such servicing retained by Servicer.

Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be Assets are sold by the applicable Seller to Buyer Purchaser on a “servicing retained released” basis and Purchaser is owner of all Servicing Rights so long as the Purchased Assets are subject to this Agreement. Notwithstanding the foregoing, Seller shall be granted a revocable license (which license shall automatically be revoked (i) every thirty (30) days unless Purchaser provides written notice to Seller that such license is extended for another thirty (30) days or (ii) upon the occurrence of an Event of Default) to cause Servicer to service the Purchased Assets, and Seller shall, at Seller’s sole cost and expense, cause Servicer to service the Purchased Assets in accordance with the Servicing Released Agreement and this Article 29 and for the benefit of Purchaser. Notwithstanding the foregoing, Seller shall not take any action to effect any material modification or amendment of, or material waiver under, any Purchased Loans will be sold by Asset without first having given prior notice thereof to Purchaser in each such instance and receiving the applicable Seller to Buyer on a servicing released basisprior written consent of Purchaser. (b) Each The obligation of Servicer (or Seller shall contract with each Servicer to cause Servicer) to service any of the related Purchased Loans consistent with Assets shall cease, at Purchaser’s option, upon the degree earliest of skill and care that such (i) Purchaser’s termination of Servicer customarily exhibits with respect to similar mortgage loans owned or managed by it and in accordance with Accepted Servicing Practices. Each Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply with all applicable Federal, State and local laws and regulationsArticle 29(c), (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, Purchaser not extending Seller’s revocable license in accordance with Article 29(a) or (iii) comply the transfer of servicing to any other Servicer (approved in accordance with the Servicing Standard definition of Servicer) and the assumption of such servicing by such other Servicer (iv) not impair approved in accordance with the rights definition of Buyer Servicer). Seller agrees to cooperate with Purchaser in connection with any termination of Servicer. Upon any termination of Servicer, if no Event of Default shall have occurred and be continuing, Seller shall at its sole cost and expense transfer the servicing of the effected Purchased Loans or any payment thereunderAssets to another Servicer approved by Purchaser as expeditiously as possible. (c) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇Purchaser may, ▇▇▇▇▇ is the owner of all Servicing Rights and Servicing Records and such Servicing Rights are not severable from or to be separated from the Servicing Released Purchased Loans. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Repo Agent’s request. (d) Each Seller shall cause the related Servicer to hold or cause to be held all escrow payments collected with respect to any Purchased Loans in trust accounts and shall apply the same for the purposes for which such escrow payments were collected. (e) Each Seller shall cause each Servicer and any other permitted sub-servicers to execute a Servicer Acknowledgement acknowledging Buyer’s interest in the related Purchased Loans and the related Servicing Agreement and agreeing that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income with respect to the Purchased Loans in the applicable Collection Account or the Remittance Account as provided in this Agreement and the related Servicing Agreement (as modified by the related Servicer Acknowledgment), all in such manner as shall be acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the foregoing, each Seller shall, or shall cause terminate Servicer or any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans into the applicable Collection Account within two (2) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted in the related Servicing Agreement (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect to such any Purchased Loans. Asset (fi) Upon upon the occurrence of a default by Servicer Termination under the Servicing Agreement or any applicable Servicer Letter or (ii) during the continuance of an Event with respect to of Default, in each case of clauses (i) and (ii), without payment of any penalty or termination fee. Notwithstanding clause (i) of the preceding sentence, if a default by Servicer under the Servicing Agreement or Servicer Letter occurs (and provided no Event of Default has occurred and is continuing), the applicable Seller Purchaser shall terminate such Servicer’s not exercise its right to service the related Purchased Loans under the related Servicing Agreement without payment of any penalty or termination fee terminate Servicer so long as Seller (x) removes such Servicer and shall appoint identifies a successor replacement servicer acceptable to Repo Agent Purchaser within five (5) Business Days of such default and (y) enters into a Servicing Agreement and, if applicable, a Servicer Termination Event, and shall complete a transfer of servicing of the related Purchased Loans Letter with such replacement servicer acceptable to such successor servicer Purchaser within sixty (60) calendar days of such Servicer Termination Event. Upon the occurrence of an Event of Defaultdefault. (d) Seller shall not, Repo Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereofnot permit Servicer to, and the applicable Seller, if required by Repo Agent, shall exercise any right to terminate each Servicer’s right to service the related Purchased Loans that it may have, in each case without payment of any termination fee or employ any other amount to such Servicer or any of its agents or sub-servicers to service the extent permitted Purchased Assets without the prior written approval of Purchaser. If the Purchased Assets are serviced by the related Servicing Agreement. In any case where Servicer is so terminateda sub-servicer, Sellers Seller shall irrevocably assign all rights, title and Servicers shall cooperate interest in transferring the servicing and all Servicing Records relating to the Purchased Loans to a successor servicer approved by Repo Agent in its sole discretion. For the avoidance of doubt any termination of a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement. (g) To the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer and any permitted agreements with such sub-servicer to permit Buyer Purchaser. (e) Seller shall cause Servicer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent that such Servicer or permitted any sub-servicer has the ability to service the related Purchased Loan as provided in this Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (h) If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such Seller for managing or servicing any Purchased Loan has failed to perform fully such Seller’s obligations under the Transaction Documents or any of the obligations of such entities with respect to the related Purchased Loans, such Seller shall promptly notify Repo Agent and promptly remedy any non-compliance. (i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights), including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be Assets in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until In the related servicing transfer dateevent Purchaser is not a party to the Servicing Agreement, Sellers Seller shall cause such Servicer and any sub-servicers engaged by Seller to execute a letter agreement with Purchaser substantially in the form attached as Exhibit XI hereto (a “Servicer Letter”) acknowledging Purchaser’s security interest in the Purchased Assets and if a Seller owns agreeing to remit all Income received with respect to the Purchased Asset to the Collection Account in accordance with Article 5(e) or possesses Servicing Rights, such Seller shall) service the related Purchased Loans as otherwise directed by Purchaser in accordance with the terms of this Agreement and for the benefit of BuyerServicer Letter. (jf) The Servicer may hire a sub-servicer Seller agrees that Purchaser is the owner of all servicing records related to service the Purchased LoansAssets, including but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable not limited to the Buyer for Servicing Agreement, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, 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 (or to cause Servicer to) safeguard such Servicing Records and to deliver them promptly to Purchaser or its obligations to Seller and Buyer notwithstanding designee (including the engagement of any such sub-servicerCustodian) at Purchaser’s request. (kg) Buyer may, in its sole The payment of servicing fees shall be solely the responsibility of Seller and absolute discretion if an Event shall be subordinate to payment of Default shall have occurred amounts outstanding and be continuing, sell due to Purchaser under the Servicing Released Purchased Loans on a servicing released basisTransaction Documents.

Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer on a servicing retained basis and the Servicing Released Purchased Loans will be sold by the applicable Seller to Buyer on a servicing released basis. (b) Each Seller shall contract with each Servicer Guarantor hereby agrees to service the related Purchased Underlying Mortgage Loans and Underlying REO Properties consistent with the degree of skill and care that such Servicer Guarantor customarily exhibits requires with respect to similar mortgage loans Underlying Mortgage Loans and Underlying REO Properties owned or managed by it and in accordance with Accepted Servicing Practices. Each Servicer shall, Guarantor shall service the Underlying Mortgage Loans and shall ensure that each permitted sub-servicer will, Underlying REO Properties in accordance with this Agreement. Guarantor hereby agrees to (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Underlying Mortgage Loans and Underlying REO Properties or any payment thereunder. Buyer may terminate the servicing of any Underlying Mortgage Loan with the then existing servicer in accordance with Section 19(d) hereof. (cb) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ is the owner of all Servicing Rights and Servicing Records and such Servicing Rights are not severable from or to be separated from the Servicing Released Purchased Loans. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Repo Agent’s request. (d) Each Seller Guarantor shall cause the related Servicer to hold or cause to be held all escrow payments funds collected by Guarantor with respect to any Purchased Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties in trust accounts and shall apply the same for the purposes for which such escrow payments funds were collected. (ec) Each Seller shall cause each Servicer and any other permitted sub-servicers to execute a Servicer Acknowledgement acknowledging Buyer’s interest in the related Purchased Loans and the related Servicing Agreement and agreeing that such Servicer and any permitted sub-servicer (if applicable) Guarantor shall deposit all Income with respect to collections received by it on behalf of Seller on account of the Purchased Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties in the applicable Collection Account or the Remittance Account as provided in this Agreement and the related Servicing Agreement (as modified by the related Servicer Acknowledgment), all in such manner as shall be acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the foregoing, each Seller shall, or shall cause Servicer or any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans into the applicable Collection Account within no later than two (2) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted in the related Servicing Agreement (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect to such Purchased Loansfollowing receipt. (fd) Upon the occurrence and during the continuation of a Servicer Termination Event with respect to any Servicer (and provided no an Event of Default has occurred and is continuing)or Termination Event hereunder, Buyer shall have the applicable Seller shall right to immediately terminate such the Servicer’s right to service the related Purchased Assets, Pledged Assets, Underlying Mortgage Loans under the related Servicing Agreement and Underlying REO Properties without payment of any penalty or termination fee fee. Guarantor and shall appoint a successor servicer acceptable to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination Event. Upon the occurrence of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereof, and the applicable Seller, if required by Repo Agent, shall exercise any right to terminate each Servicer’s right to service the related Purchased Loans that it may have, in each case without payment of any termination fee or any other amount to such Servicer or any of its agents or sub-servicers to the extent permitted by the related Servicing Agreement. In any case where Servicer is so terminated, Sellers and Servicers Seller shall cooperate in transferring the servicing and all Servicing Records relating to of the Purchased Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties to a successor servicer approved appointed by Repo Agent Buyer in its sole discretion. For the avoidance of doubt any termination of a the Servicer’s rights to service by Repo Agent the Buyer as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of the Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement. Upon the occurrence and during the continuation of an Event of Default or Termination Event hereunder, Guarantor will comply with the Buyer’s instructions with respect to the Purchased Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties, to the extent permitted by applicable law. (g) To the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer and any permitted sub-servicer to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent that such Servicer or permitted sub-servicer has the ability to service the related Purchased Loan as provided in this Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (he) If either Guarantor or Seller should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such Seller by contract for managing or servicing any such Purchased Loan Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties has failed to perform fully such Seller’s obligations under the Transaction Facility Documents or any of the obligations of such entities with respect to the related Purchased LoansAssets, such Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties, Seller shall promptly notify Repo Agent and promptly remedy any non-complianceBuyer. (if) Upon For the avoidance of doubt, neither Seller nor Guarantor shall retain any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights), including, without limitation, delivery of all servicing files economic rights to the designee servicing of Buyer the Purchased Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties; provided that Guarantor shall continue to service the Purchased Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties hereunder as directed by Repo Agentpart of its Obligations hereunder. The delivery of servicing files of any Servicer As such, Seller and Guarantor expressly acknowledge that the Purchased Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties are sold or either Sellerpledged to Buyer, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s on a “servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to released” basis. (and if a Seller owns or possesses Servicing Rights, such g) Seller shall, with respect to any Servicer (other than Guarantor), provide promptly to Buyer (i) service a Servicer Notice addressed to and agreed to by the Servicer of the related Purchased Assets, Pledged Assets, Underlying Mortgage Loans in accordance with and Underlying REO Properties, advising such Servicer of such matters as Buyer may reasonably request, including recognition by the terms of this Agreement and for the benefit Servicer of Buyer. (j) The Servicer may hire a sub-servicer to service ’s interest in such Purchased Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties and the Purchased Loans, but only with the consent Servicer’s agreement that upon receipt of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement notice of any such sub-servicer. (k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred from Buyer, it will follow the instructions of Buyer with respect to the Purchased Assets, Pledged Assets, Underlying Mortgage Loans and be continuing, sell the Servicing Released Purchased Loans on a servicing released basisUnderlying REO Properties and any related Income with respect thereto.

Servicing. (a) The parties hereto agree and acknowledge that Nationstar Servicer shall, to the Servicing Retained Purchased Loans will be sold by extent it is the applicable Seller to Buyer on a servicing retained basis and the Servicing Released Purchased Loans will be sold by the applicable Seller to Buyer on a servicing released basis. (b) Each Seller shall contract with each Servicer to Servicer, service the related Purchased Underlying Mortgage Loans and Underlying REO Properties, on Buyer’s behalf, consistent with the degree of skill and care that such Servicer Servicers customarily exhibits require with respect to similar mortgage loans Mortgage Loans and REO Property owned or managed by such Servicers and in accordance with the Accepted Servicing Practices and with the terms of this Agreement, but, in no event, of a lesser standard than the degree of skill and care Nationstar Servicer requires for Mortgage Loans it services for its own account. (b) Nationstar Servicer shall (and shall cause each Servicer to) submit all claims required to realize on the FHA insurance within the timeframes prescribed by HUD, under Seller’s HUD mortgagee number. (c) Seller Parties or Nationstar Servicer, on Buyer’s behalf, may contract with one or more Servicers to service the Underlying Mortgage Loans and Underlying REO Properties consistent with the degree of skill and care that Nationstar Servicer customarily requires with respect to similar Mortgage Loans and REO Properties owned or managed by such Servicers and in accordance with Accepted Servicing Practices. Each The Nationstar Servicer shall, shall (and the Seller shall ensure that cause each permitted sub-servicer will, Servicer to) (i) comply in all material respects with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, hereunder and (iii) comply with the Servicing Standard and (iv) not materially impair the rights of Buyer in any Purchased Underlying Mortgage Loans and Underlying REO Properties or any payment thereunder. (c) Each Seller agrees with respect to the . The form and substance of any Servicing Released Purchased Loans Agreement shall be approved by Buyer and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ is the owner Buyer shall be an intended third-party beneficiary of all Servicing Rights and Servicing Records and such Servicing Rights are Agreement. Buyer may terminate the servicing of any Mortgage Loan or Underlying REO Property with the then existing servicer in accordance with Section 19(d) hereof. Any Servicing Agreement shall not severable from be materially amended without the written consent of Buyer, which may be granted or to be separated from withheld in its sole good faith discretion; provided, that the Servicing Released Purchased Loans. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) provide the Buyer with written notice of any amendment of such Servicing Records and to deliver them promptly to Buyer or its designee (Agreement, including Custodian) at Repo Agent’s requesta copy of such amendment. (d) Each Nationstar Servicer shall, and Seller Parties shall cause the related Servicer to hold or cause to be held all escrow payments funds collected by Nationstar Servicer and Servicer with respect to any Purchased Loans Asset, Underlying Mortgage Loan and Underlying REO Properties in trust accounts and shall apply the same for the purposes for which such escrow payments funds were collected. (e) Each Nationstar Servicer shall, and Seller shall cause each the Servicer and any to, deposit all collections received by Servicer on behalf of Seller on account of the Early Buyout Assets (other permitted sub-servicers than Performing Modification Early Buyouts) subject to execute a Servicer Acknowledgement acknowledging Buyer’s interest Transaction in the related Purchased Loans and the related Servicing Agreement and agreeing that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income with respect to the Purchased Loans in the applicable Collection Account or the Remittance Account as provided in this Agreement and the related Servicing Agreement (as modified by the related Servicer Acknowledgment), all in such manner as shall be acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the foregoing, each Seller shall, or shall cause Servicer or any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans into the applicable Collection Account within no later than two (2) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted in the related Servicing Agreement (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect to such Purchased Loansfollowing receipt. (f) Seller shall, provide promptly to Buyer (i) a Servicer Notice addressed to and agreed to by the Servicer of the related Purchased Assets, Underlying Mortgage Loans and Underlying REO Properties, advising such Servicer of such matters as Buyer may reasonably request, including recognition by the Servicer of Buyer’s interest in such Purchased Assets, Underlying Mortgage Loans and Underlying REO Properties and the Servicer’s agreement that upon receipt of notice of an Event of Default from Buyer, it will follow the instructions of Buyer with respect to the Purchased Assets, Underlying Mortgage Loans and Underlying REO Properties and any related Income with respect thereto. (g) Upon the occurrence and during the continuation of a Servicer Termination Event with respect to any Servicer (and provided no an Event of Default has occurred and is continuing)or a Termination Event, Buyer shall have the applicable Seller shall right to immediately terminate such the Servicer’s right to service the related Purchased Assets, Underlying Mortgage Loans under the related Servicing Agreement and Underlying REO Properties without payment of any penalty or termination fee fee. Each of Nationstar Servicer and shall appoint a successor servicer acceptable to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination Event. Upon the occurrence of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereof, and the applicable Seller, if required by Repo Agent, shall exercise any right to terminate each Servicer’s right to service the related Purchased Loans that it may have, in each case without payment of any termination fee or any other amount to such Servicer or any of its agents or sub-servicers to the extent permitted by the related Servicing Agreement. In any case where Servicer is so terminated, Sellers and Servicers Seller shall cooperate in transferring the servicing and all Servicing Records relating to of the Purchased Assets, Underlying Mortgage Loans and Underlying REO Properties to a successor servicer approved appointed by Repo Agent Buyer in its sole discretion. For the avoidance of doubt any termination of a the Servicer’s rights to service by Repo Agent the Buyer as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of the Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement. (g) To . Upon the occurrence and during the continuation of an Event of Default or Servicer Termination Event hereunder, Nationstar Servicer will comply with the Buyer’s instructions with respect to the Purchased Assets, Underlying Mortgage Loans and the Underlying REO Property, to the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer and any permitted sub-servicer to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent that such Servicer or permitted sub-servicer has the ability to service the related Purchased Loan as provided in this Agreement, the related Servicing Agreement and the related Servicer Acknowledgmentby applicable law. (h) If either Nationstar Servicer or Seller should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such Seller by contract for managing or servicing any such Purchased Loan Asset, Underlying Mortgage Loans and Underlying REO Properties has failed to perform fully such Seller’s obligations under the Transaction Facility Documents or any of the obligations of such entities with respect to the related Purchased LoansAssets, such Underlying Mortgage Loans and Underlying REO Properties, Seller or Nationstar Servicer shall promptly notify Repo Agent and promptly remedy any non-complianceBuyer. (i) Upon For the avoidance of doubt, no Seller Party, Guarantor nor Servicer retains any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights), including, without limitation, delivery of all servicing files economic rights to the designee servicing of the Purchased Assets, Underlying Mortgage Loans and Underlying REO Properties; provided that the Nationstar Servicer shall continue to service the Purchased Assets, Underlying Mortgage Loans and Underlying REO Properties hereunder as part of its Obligations hereunder. As such, each Seller Party and Guarantor expressly acknowledges that the Purchased Assets, Underlying Mortgage Loans and Underlying REO Properties are sold to Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Sellertransferred to REO Subsidiary, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer. (j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer. (k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a “servicing released released” basis.

Servicing. (a) The parties hereto agree and acknowledge that Sellers shall service, or cause the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer on a servicing retained basis and the Servicing Released Purchased Loans will be sold by the applicable Seller to Buyer on a servicing released basis. (b) Each Seller shall contract with each Servicer to service service, the related Purchased Loans Assets consistent with the degree of skill and care that such Servicer customarily exhibits requires with respect to similar mortgage loans Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. Each Servicer shall, and shall ensure that each permitted sub-servicer willitself, or shall require the Servicer to, (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of any Buyer in any Purchased Loans Assets or any payment thereunder. (cb) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ is the owner of all Servicing Rights and Servicing Records and such Servicing Rights are not severable from or to be separated from the Servicing Released Purchased Loans. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Repo Agent’s request. (d) Each Seller The Sellers shall cause the related Servicer to hold or cause to be held all escrow payments funds collected by the Servicer with respect to any Purchased Loans Assets in trust accounts and shall apply the same for the purposes for which such escrow payments funds were collected. At any time, at the request of the Agent, the Sellers shall cause a Servicer Notice in the form of Exhibit H to be delivered to any Servicer designated by the Agent. (ec) Each Seller shall cause each Servicer and any other permitted sub-servicers to execute a Servicer Acknowledgement acknowledging Buyer’s interest in the related Purchased Loans and the related Servicing Agreement and agreeing that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income with respect to the Purchased Loans in the applicable Collection Account or the Remittance Account as provided in this Agreement and the related Servicing Agreement (as modified by the related Servicer Acknowledgment), all in such manner as shall be acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the foregoing, each Seller shall, or shall cause Servicer or any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans into the applicable Collection Account within two (2) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted in the related Servicing Agreement (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect to such Purchased Loans. (f) Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no Event of Default has occurred and is continuing), the applicable Seller shall terminate such Servicer’s right to service the related Purchased Loans under the related Servicing Agreement without payment of any penalty or termination fee and shall appoint a successor servicer acceptable to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination Event. Upon the occurrence of an Event of Default, Repo the Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereof, give the Servicer a Servicer Instruction Letter and the applicable SellerSellers will use commercially reasonable good faith efforts to cause the Servicer to comply with it. (d) Upon the occurrence of an Event of Default hereunder, if required by Repo Agent, the Agent shall have the right to exercise any right and all of the Sellers’ rights to immediately terminate each the Servicer’s right to service the related Purchased Loans that it may haveAssets, in each case without payment of and Sellers agree to pay (or reimburse the Agent and the Buyers for) any penalty or termination fee or any other amount to such Servicer or any of its agents or sub-servicers to the extent permitted by the related Servicing Agreementfee. In any case where Servicer is so terminated, The Sellers and Servicers the Servicer shall cooperate in transferring the servicing and all Servicing Records relating to of the Purchased Loans Assets to a successor servicer approved appointed by Repo the Agent in its sole discretion. For the avoidance of doubt any termination of a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement. (g) To the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer and any permitted sub-servicer to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent that such Servicer or permitted sub-servicer has the ability to service the related Purchased Loan as provided in this Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (he) If either any Seller should discover that, for any reason whatsoever, such Sellerany Servicer, any Servicer trustee or any other entity Person responsible to such Seller Sellers for servicing or managing or servicing any such Purchased Loan Asset has failed to perform fully such Seller’s any of the Sellers’ material obligations under the Transaction Repurchase Documents or any of the obligations of such entities Person with respect to the related any Purchased LoansAssets, such Seller shall promptly notify Repo Agent and promptly remedy any non-compliancethe Agent. (i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights), including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer. (j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer. (k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a servicing released basis.

Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer Parties, on a servicing retained basis and the Servicing Released Purchased Loans will be sold by the applicable Seller to Buyer on a servicing released basis. (b) Each Seller Buyer’s behalf, shall contract with each Servicer to to, or if a Seller is the Servicer, such Seller shall service the related Purchased Mortgage Loans and Underlying REO Property consistent with the degree of skill and care that such Servicer Seller customarily exhibits requires with respect to similar mortgage loans Purchased Mortgage Loans and Underlying REO Property owned or managed by it and in accordance with Accepted Servicing Practices. Each The Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Mortgage Loans or Underlying REO Property or any payment thereunder. Buyer may terminate the servicing of any Purchased Mortgage Loan or Underlying REO Property with the then existing servicer in accordance with Section 17(e) hereof. (cb) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ is the owner of all Servicing Rights and Servicing Records and such Servicing Rights are not severable from or to be separated from the Servicing Released Purchased Loans. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Repo Agent’s request. (d) Each Seller Parties shall cause the related Servicer to hold or cause to be held all escrow payments funds collected by Seller Parties with respect to any Purchased Mortgage Loans or Underlying REO Property in trust accounts and shall apply the same for the purposes for which such escrow payments funds were collected. (ec) Each Seller Parties shall cause each the Servicer to deposit all collections received by Seller Parties on account of the Purchased Mortgage Loans and any other permitted sub-servicers Underlying REO Property in the Collection Account or the applicable Certificate Distribution Account, as applicable, no later than two Business Days following receipt. (d) Seller Parties shall provide promptly to execute Buyer a Servicer Acknowledgement acknowledging Notice addressed to and agreed to by the Servicer of the related Purchased Mortgage Loans and Underlying REO Property, advising such Servicer of such matters as Buyer may reasonably request, including, without limitation, recognition by the Servicer of Buyer’s interest in the related such Purchased Mortgage Loans and Underlying REO Property and the related Servicing Agreement and agreeing Servicer’s agreement that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income upon receipt of notice of an Event of Default from Buyer, it will follow the instructions of Buyer with respect to the Purchased Mortgage Loans in the applicable Collection Account or the Remittance Account as provided in this Agreement and the Underlying REO Property and any related Servicing Agreement (as modified by the related Servicer Acknowledgment), all in such manner as shall be acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the foregoing, each Seller shall, or shall cause Servicer or any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans into the applicable Collection Account within two (2) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted in the related Servicing Agreement (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect to such Purchased Loansthereto. (fe) Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no an Event of Default has occurred and is continuing)hereunder or a Servicing Termination Event, Buyer shall have the applicable Seller shall right to immediately terminate such the Servicer’s right to service the related Purchased Mortgage Loans under the related Servicing Agreement and Underlying REO Property without payment of any penalty or termination fee and shall appoint a successor servicer acceptable to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination Eventfee. Upon the occurrence of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereof, and the applicable Seller, if required by Repo Agent, shall exercise any right to terminate each Servicer’s right to service the related Purchased Loans that it may have, in each case without payment of any termination fee or any other amount to such Servicer or any of its agents or sub-servicers to the extent permitted by the related Servicing Agreement. In any case where Servicer is so terminated, Sellers and Servicers shall cooperate in transferring the servicing and all Servicing Records relating to of the Purchased Mortgage Loans and Underlying REO Property to a successor servicer approved appointed by Repo Agent Buyer in its sole discretion. For the avoidance of doubt any termination of a the Servicer’s rights to service by Repo Agent the Buyer as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of the Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement. (g) To the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer and any permitted sub-servicer to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent that such Servicer or permitted sub-servicer has the ability to service the related Purchased Loan as provided in this Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (hf) If either a Seller should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such Seller by contract for managing or servicing any such Purchased Mortgage Loan or Underlying REO Property has failed to perform fully such Seller’s obligations under the Transaction Facility Documents or any of the obligations of such entities with respect to the related Purchased LoansMortgage Loans or Underlying REO Property, such Seller shall promptly notify Repo Agent and promptly remedy any non-compliance. (i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights), including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer. (jg) The For the avoidance of doubt, no Seller Party retains any economic rights to the servicing of the Purchased Mortgage Loans and Underlying REO Property; provided that Seller Parties shall cause Servicer may hire a sub-servicer to service the Purchased LoansMortgage Loans and Underlying REO Property hereunder as part of its Obligations hereunder. As such, but only with each Seller Party expressly acknowledges that the consent of Purchased Mortgage Loans and Underlying REO Property that are sold or pledged to Buyer and provided that such sub-servicer execute or owned by a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer. (k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans REO Subsidiary are sold or owned on a “servicing released basisreleased” basis with such servicing retained by the Servicer.

Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer a. Seller, on a servicing retained basis and the Servicing Released Purchased Loans will be sold by the applicable Seller to Buyer on a servicing released basis. (b) Each Seller Buyer’s behalf, shall contract with each Servicer to to, or if Seller is the Servicer, Seller shall, service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer Seller customarily exhibits requires with respect to similar mortgage loans Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. Each The Seller and Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Mortgage Loans or any payment thereunder. Buyer may terminate the servicing of any Mortgage Loan with the then existing Servicer in accordance with Section 12.e hereof. (c) Each b. Seller agrees with respect to the Servicing Released Purchased Loans shall and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ is the owner of all Servicing Rights and Servicing Records and such Servicing Rights are not severable from or to be separated from the Servicing Released Purchased Loans. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Repo Agent’s request. (d) Each Seller shall cause the related Servicer to hold or cause to be held all escrow payments funds collected by Seller and Servicer with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such escrow payments funds were collected. (e) Each c. Seller shall and shall cause each the Servicer to deposit all collections received by Servicer on the Purchased Mortgage Loans in the account set forth in Section 9 upon an Event of Default. d. In the event there is a third party Servicer and any other permitted sub-servicers upon Buyer’s request, Seller shall provide promptly to execute Buyer a Servicer Acknowledgement acknowledging Notice addressed to and agreed to by the Servicer of the related Purchased Mortgage Loans, advising such Servicer of such matters as Buyer may reasonably request, including, without limitation, recognition by the Servicer of Buyer’s interest in the related such Purchased Mortgage Loans and the related Servicing Agreement and agreeing Servicer’s agreement that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income upon receipt of notice of an Event of Default from Buyer, it will follow the instructions of Buyer with respect to the Purchased Mortgage Loans in the applicable Collection Account or the Remittance Account as provided in this Agreement and the any related Servicing Agreement (as modified by the related Servicer Acknowledgment), all in such manner as shall be acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the foregoing, each Seller shall, or shall cause Servicer or any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans into the applicable Collection Account within two (2) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted in the related Servicing Agreement (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect to such Purchased Loansthereto. (f) e. Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no an Event of Default has occurred and is continuing)hereunder or a material default under the Servicing Agreement, Buyer shall have the applicable Seller shall right to immediately terminate such the Servicer’s right to service the related Purchased Mortgage Loans under the related Servicing Agreement without payment of any penalty or termination fee and shall appoint a successor servicer acceptable to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination Eventfee. Upon the occurrence of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereof, Seller and the applicable Seller, if required by Repo Agent, shall exercise any right to terminate each Servicer’s right to service the related Purchased Loans that it may have, in each case without payment of any termination fee or any other amount to such Servicer or any of its agents or sub-servicers to the extent permitted by the related Servicing Agreement. In any case where Servicer is so terminated, Sellers and Servicers shall cooperate in transferring the servicing and all Servicing Records relating to of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Agent Buyer in its sole discretion. For the avoidance of doubt any termination of a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement. (g) To the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer and any permitted sub-servicer to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent that such Servicer or permitted sub-servicer has the ability to service the related Purchased Loan as provided in this Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (h) f. If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer Seller or any other entity responsible to such Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such Seller’s obligations under the Transaction Documents Program Agreements or any of the obligations of such entities with respect to the related Purchased Mortgage Loans, such Seller shall promptly notify Repo Agent and promptly remedy any non-compliance. (i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights), including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer. (j) The Servicer may hire a sub-servicer g. For the avoidance of doubt, the Seller retains no economic rights to service the servicing of the Purchased Loans, but only with Mortgage Loans other than the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer. (k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell Seller’s rights under the Servicing Released Agreement. As such, the Seller expressly acknowledges that the Purchased Mortgage Loans are sold to Buyer on a “servicing released basisreleased” basis with such servicing retained by the Servicer.

Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer Sellers, on a servicing retained basis and the Servicing Released Purchased Loans will be sold by the applicable Seller to Buyer on a servicing released basis. (b) Each Seller Buyer's behalf, shall contract with each Servicer to to, or if a Seller is the Servicer, such Seller shall, service the related Purchased MH Loans consistent with the degree of skill and care that such Servicer Seller customarily exhibits requires with respect to similar mortgage loans MH Loans owned or managed by it and in accordance with Accepted Servicing Practices. Each The Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased MH Loans or any payment thereunder. Buyer may terminate the servicing of any Purchased MH Loan with the then existing servicer in accordance with Section 16(e) hereof. (cb) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ is the owner of all Servicing Rights and Servicing Records and such Servicing Rights are not severable from or to be separated from the Servicing Released Purchased Loans. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Repo Agent’s request. (d) Each The Seller shall cause the related Servicer to hold or cause to be held all escrow payments funds collected with respect to any Purchased MH Loans in trust accounts and shall apply the same for the purposes for which such escrow payments funds were collected. (ec) Each The Seller shall cause each the Servicer and any other permitted sub-servicers to execute deposit all collections received by the Seller on account of the Purchased MH Loans in the Collection Account no less than once per week. (d) The Sellers shall provide promptly to Buyer (i) a Servicer Acknowledgement acknowledging Buyer’s interest in Notice addressed to and agreed to by the Servicer of the related Purchased MH Loans, advising such Servicer of such matters as Buyer may reasonably request, including, without limitation, recognition by the Servicer of Buyer's interest in such Purchased MH Loans and the related Servicing Agreement and agreeing Servicer's agreement that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income upon receipt of notice of an Event of Default from Buyer, it will follow the instructions of Buyer with respect to the Purchased MH Loans in the applicable Collection Account or the Remittance Account as provided in this Agreement and the any related Servicing Agreement (as modified by the related Servicer Acknowledgment), all in such manner as shall be acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the foregoing, each Seller shall, or shall cause Servicer or any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans into the applicable Collection Account within two (2) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted in the related Servicing Agreement (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect to such Purchased Loansthereto. (fe) Upon the occurrence and continuance of a Servicer Termination Event with respect to any Servicer (and provided no Default or Event of Default has occurred and is continuing)hereunder or a material default under the Servicing Agreement, Buyer shall have the applicable Seller shall right to immediately terminate such the Servicer’s 's right to service the related Purchased MH Loans under the related Servicing Agreement without payment of any penalty or termination fee and shall appoint a successor servicer acceptable to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination Eventfee. Upon the occurrence of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereof, and the applicable Seller, if required by Repo Agent, shall exercise any right to terminate each Servicer’s right to service the related Purchased Loans that it may have, in each case without payment of any termination fee or any other amount to such Servicer or any of its agents or sub-servicers to the extent permitted by the related Servicing Agreement. In any case where Servicer is so terminated, Sellers and Servicers The Seller shall cooperate in transferring the servicing and all Servicing Records relating to of the Purchased MH Loans to a successor servicer approved appointed by Repo Agent Buyer in its sole discretion. For the avoidance of doubt any termination of a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement. (g) To the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer and any permitted sub-servicer to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent that such Servicer or permitted sub-servicer has the ability to service the related Purchased Loan as provided in this Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (hf) If either the Seller should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such the Seller by contract for managing or servicing any such Purchased MH Loan has failed to perform fully such the Seller’s 's obligations under the Transaction Repurchase Documents or any of the obligations of such entities with respect to the related Purchased LoansMH Loans in any material respect, such the Seller shall promptly notify Repo Agent and promptly remedy any non-compliance. (i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights), including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer. (j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer. (k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a servicing released basis.

Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be Assets are sold by the applicable Seller to Buyer Purchaser on a “servicing retained released” basis and the Servicing Released Purchased Loans will be sold by the applicable Seller to Buyer on a servicing released basis. (b) Each Seller shall contract with each Servicer to service the related Purchased Loans consistent with the degree of skill and care that such Servicer customarily exhibits with respect to similar mortgage loans owned or managed by it and in accordance with Accepted Servicing Practices. Each Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Loans or any payment thereunder. (c) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ Purchaser is the owner of all Servicing Rights and Servicing Records and such Servicing Rights are not severable from or to be separated from the Servicing Released Purchased Loans. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Repo Agent’s request. (d) Each Seller shall cause the related Servicer to hold or cause to be held all escrow payments collected with respect to any Purchased Loans in trust accounts and shall apply the same for the purposes for which such escrow payments were collected. (e) Each Seller shall cause each Servicer and any other permitted sub-servicers to execute a Servicer Acknowledgement acknowledging Buyer’s interest in the related Purchased Loans and the related Servicing Agreement and agreeing that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income with respect to so long as the Purchased Loans in the applicable Collection Account or the Remittance Account as provided in Assets are subject to this Agreement and the related Servicing Agreement (as modified by the related Servicer Acknowledgment), all in such manner as shall be acceptable to Repo Agent in its sole and absolute discretionAgreement. Without limiting the generality of Notwithstanding the foregoing, each Seller shall, or shall cause Servicer or any permitted sub-servicer be granted a revocable license (which license shall automatically be revoked (i) every thirty (30) days unless Purchaser provides written notice to deposit all Income received by any Servicer on any Purchased Loans into the applicable Collection Account within two (2) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts Seller that such Servicer license is expressly permitted in the related Servicing Agreement extended for another thirty (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect to such Purchased Loans. (f) Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no Event of Default has occurred and is continuing), the applicable Seller shall terminate such Servicer’s right to service the related Purchased Loans under the related Servicing Agreement without payment of any penalty or termination fee and shall appoint a successor servicer acceptable to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of the related Purchased Loans to such successor servicer within sixty (6030) days of such Servicer Termination Event. Upon or (ii) upon the occurrence of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereof, and the applicable Seller, if required by Repo Agent, shall exercise any right ) to terminate each Servicer’s right cause Servicer to service the related Purchased Loans that it may haveAssets, in each case without payment of any termination fee or any other amount to such Servicer or any of its agents or sub-servicers to the extent permitted by the related Servicing Agreement. In any case where Servicer is so terminatedand Seller shall, Sellers at Seller’s sole cost and Servicers shall cooperate in transferring the servicing and all Servicing Records relating to the Purchased Loans to a successor servicer approved by Repo Agent in its sole discretion. For the avoidance of doubt any termination of a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of Buyer’s rights to expense, cause the liquidation, termination or acceleration of this Agreement. (g) To the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer and any permitted sub-servicer to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent that such Servicer or permitted sub-servicer has the ability to service the related Purchased Loan as provided in this Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (h) If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such Seller for managing or servicing any Purchased Loan has failed to perform fully such Seller’s obligations under the Transaction Documents or any of the obligations of such entities with respect to the related Purchased Loans, such Seller shall promptly notify Repo Agent and promptly remedy any non-compliance. (i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights), including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans Assets in accordance with the terms of Servicing Agreement and this Agreement Article 28 and for the benefit of BuyerPurchaser. Notwithstanding the foregoing, (i) prior to an Event of Default, Seller shall not take any action or effect any Material Modification of any Purchased Asset or (ii) after an Event of Default, Seller shall not consent or assent to any amendment, modification, waiver or supplement to, or termination of, any note, loan agreement, mortgage or guarantee relating to any Purchased Asset or other agreement or instrument relating to any Purchased Asset, in either case, without first having given prior notice thereof to Purchaser in each such instance and receiving the prior written consent of Purchaser. (jb) The obligation of Servicer may hire a sub-servicer (or Seller to cause Servicer) to service any of the Purchased LoansAssets shall cease, but only at Purchaser’s option, upon the earliest of (i) Purchaser’s termination of Servicer in accordance with Article 28(c), (ii) Purchaser not extending Seller’s revocable license in accordance with Article 28(a) or (iii) the consent transfer of Buyer servicing to any other Servicer and provided that the assumption of such sub-servicer execute a Servicer Acknowledgment acceptable servicing by such other Servicer. ▇▇▇▇▇▇ agrees to Buyercooperate with Purchaser in connection with any termination of Servicer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement Upon any termination of any such sub-servicer. (k) Buyer mayServicer, in its sole and absolute discretion if an no Event of Default shall have occurred and be continuing, sell Seller shall at its sole cost and expense transfer the servicing of the effected Purchased Assets to another Servicer designated by Purchaser as expeditiously as possible. (c) Purchaser may, in its sole and absolute discretion exercised in good faith, terminate Servicer or any sub-servicer with respect to any Purchased Asset (i) upon the occurrence of a default by the Servicer under the Servicing Released Agreement (beyond any grace or cure period set forth therein) or Servicer Letter or (ii) during the continuance of an Event of Default, either for cause or without cause, in each case of clauses (i) and (ii), without payment of any penalty or termination fee. (d) Seller shall not, and shall not permit Servicer to, employ any other sub-servicers to service the Purchased Loans on Assets (other than any third party vendor employed by the Servicer to perform certain non-cashiering responsibilities, including, without limitation, inspections, in accordance with the terms of the Servicing Agreement) without the prior written approval of Purchaser which approval shall not be unreasonably withheld. If the Purchased Assets are serviced by a sub-servicer, Seller shall irrevocably assign all rights, title and interest in the servicing released basisagreements with such sub-servicer to Purchaser. 4895-1210-4939v.10 (e) Seller shall cause Servicer and any sub-servicer to service the Purchased Assets in accordance with Accepted Servicing Practices. Seller shall cause Servicer (at the request of Purchaser) and any sub-servicers engaged by Seller to execute a letter agreement with Purchaser substantially in the form attached as Exhibit XI hereto (a “Servicer Letter”) acknowledging Purchaser’s security interest in the Purchased Assets and agreeing to remit all Net Cash Flow received with respect to the Purchased Asset to the Collection Account in accordance with Article 5(e) or as otherwise directed by Purchaser in accordance with the Servicer Letter. (f) Seller agrees that Purchaser is the owner of all servicing records relating to the Purchased Assets, including but not limited to the Servicing Agreement, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, 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 (or to cause Servicer to) safeguard such Servicing Records and to deliver them promptly to Purchaser or its designee (including the Custodian) at Purchaser’s request. (g) The payment of servicing fees shall be solely the responsibility of Seller and shall be subordinate to payment of amounts outstanding and due to Purchaser under the Transaction Documents. (h) Notwithstanding anything herein to the contrary, at any time during which Servicer is an Affiliate of Seller, Purchaser may, upon written notice to such Servicer and Seller, terminate Servicer at its sole discretion, and Seller shall within ten (10) days thereafter, appoint a replacement Servicer acceptable to Purchaser in its sole discretion.

Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer Seller, on a servicing retained basis and the Servicing Released Purchased Loans will be sold by the applicable Seller to Buyer on a servicing released basis. (b) Each Seller Buyer’s behalf, shall contract with each Servicer to service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer Seller customarily exhibits requires with respect to similar mortgage loans Mortgage Loans owned or managed by it and in accordance with Accepted the applicable Servicing Practices. Each Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Loans or any payment thereunderAgreement. (cb) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ is the owner of all Servicing Rights and Servicing Records and such Servicing Rights are not severable from or to be separated from the Servicing Released Purchased Loans. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Repo Agent’s request. (d) Each The Seller shall cause the related Servicer to hold or cause to be held all escrow payments funds collected by the Seller with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such escrow payments funds were collected. (ec) Each The Seller shall cause each Servicer and any other permitted sub-servicers provide promptly to execute Buyer (i) a Servicer Acknowledgement acknowledging Notice addressed to and agreed to by the Servicer of the related Purchased Mortgage Loans, advising such Servicer of such matters as Buyer may reasonably request, including, without limitation, recognition by the Servicer of Buyer’s interest in the related such Purchased Mortgage Loans and the related Servicing Agreement and agreeing Servicer’s agreement that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income upon receipt of notice of an Event of Default from Buyer, it will follow the instructions of Buyer with respect to the Purchased Mortgage Loans in the applicable Collection Account or the Remittance Account as provided in this Agreement and the any related Servicing Agreement (as modified by the related Servicer Acknowledgment), all in such manner as shall be acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the foregoing, each Seller shall, or shall cause Servicer or any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans into the applicable Collection Account within two (2) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted in the related Servicing Agreement (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect to such Purchased Loansthereto. (fd) Upon the occurrence of a Servicer Termination Event with respect material default under the Servicing Agreement, Buyer shall have the right to any Servicer (and provided no Event of Default has occurred and is continuing), immediately terminate the applicable Seller shall terminate such Servicer’s right to service the related Purchased Mortgage Loans under in accordance with the related Servicing Agreement without payment of any penalty or termination fee and shall appoint a successor servicer acceptable to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing terms of the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination Event. Upon the occurrence of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereof, and the applicable Seller, if required by Repo Agent, shall exercise any right to terminate each Servicer’s right to service the related Purchased Loans that it may have, in each case without payment of any termination fee or any other amount to such Servicer or any of its agents or sub-servicers to the extent permitted by the related Servicing Agreement. In any case where Servicer is so terminated, Sellers and Servicers The Seller shall cooperate in transferring the servicing and all Servicing Records relating to of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Agent Buyer in its sole discretion. For the avoidance of doubt any termination of a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement. (g) To the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer and any permitted sub-servicer to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent that such Servicer or permitted sub-servicer has the ability to service the related Purchased Loan as provided in this Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (he) If either the Seller should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such the Seller by contract for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such the Seller’s obligations under the Transaction Repurchase Documents or any of the obligations of such entities with respect to the related Purchased Mortgage Loans, such the Seller shall promptly notify Repo Agent and promptly remedy any non-compliance. (i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights), including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer. (j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer. (k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a servicing released basis.

Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer Seller, on a servicing retained basis and the Servicing Released Purchased Loans will be sold by the applicable Seller to Buyer on a servicing released basis. (b) Each Seller Buyer’s behalf, shall contract with each Servicer to to, or if Seller is the Servicer, it shall, service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer Seller customarily exhibits requires with respect to similar mortgage loans Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. Each The Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Mortgage Loans or any payment thereunder. Buyer may terminate the servicing of any Mortgage Loan with the then existing Servicer in accordance with Section 15(e) hereof. (cb) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ is the owner of all Servicing Rights and Servicing Records and such Servicing Rights are not severable from or to be separated from the Servicing Released Purchased Loans. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Repo Agent’s request. (d) Each Seller shall cause the related Servicer to hold or cause to be held all escrow payments funds collected by Seller with respect to any Purchased Loans Assets in trust accounts and shall apply the same for the purposes for which such escrow payments funds were collected. (ec) Each Seller shall cause each Servicer and any other permitted sub-servicers to execute a Servicer Acknowledgement acknowledging Buyer’s interest in the related Purchased Loans and the related Servicing Agreement and agreeing that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income with respect to the Purchased Loans in the applicable Collection Account or the Remittance Account as provided in this Agreement and the related Servicing Agreement (as modified by the related Servicer Acknowledgment), all in such manner as shall be acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the foregoing, each Seller shall, or shall cause Servicer or any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans into the applicable Collection Account within two (2) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted in the related Servicing Agreement (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect to such Purchased Loans. (f) Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no Event of Default has occurred and is continuing), the applicable Seller shall terminate such Servicer’s right to service the related Purchased Loans under the related Servicing Agreement without payment of any penalty or termination fee and shall appoint a successor servicer acceptable to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination Event. Upon the occurrence of an Event of Default, Repo Agent may exercise Seller shall upon notice from Buyer to Seller, cause the Servicer to deposit all collections received by Seller on account of the Purchased Assets in the account set forth in Section 9 hereof at such right of termination that may arise and shall provide Sellers with notice thereof, and time as the Servicer is required to remit such amounts to Seller pursuant to the applicable Seller, if required by Repo Agent, shall exercise any Servicing Agreement. (d) [Reserved]. (e) Upon the occurrence of an Event of Default hereunder Buyer has the right to immediately terminate each the Servicer’s right to service the related Purchased Loans that it may have, in each case Assets without payment of any penalty or termination fee or any other amount to such Servicer or any of its agents or sub-servicers to the extent permitted by the related Servicing Agreementfee. In any case where Servicer is so terminated, Sellers and Servicers Seller shall cooperate in transferring the servicing and all Servicing Records relating to of the Purchased Loans Assets to a successor servicer approved appointed by Repo Agent Buyer in its sole discretion. For the avoidance of doubt any termination of a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement. (g) To the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer and any permitted sub-servicer to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent that such Servicer or permitted sub-servicer has the ability to service the related Purchased Loan as provided in this Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (hf) If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such Seller by contract for managing or servicing any such Purchased Loan Asset has failed to perform fully such Seller’s obligations under the Transaction Facility Documents or any of the obligations of such entities with respect to the related Purchased LoansAssets, such Seller shall promptly notify Repo Agent and promptly remedy any non-compliance. (i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights), including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer. (jg) The Servicer may hire a sub-servicer For the avoidance of doubt, Seller retains no economic rights to the servicing of the Purchased Assets; provided that Seller shall continue to service the Purchased LoansAssets hereunder as part of its Obligations hereunder. As such, but only with Seller expressly acknowledges that the consent of Purchased Asset are sold to Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer. (k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a “servicing released released” basis.

Servicing. (a) With respect to the Servicing Rights appurtenant to each Purchased Loan, the Buyer shall own, and the Seller shall deliver, such Servicing Rights to the Buyer on the related Purchase Date. The parties hereto Seller covenants to maintain or cause the servicing of the Purchased Loans to be maintained in conformity with Accepted Servicing Practices. The Seller and the Buyer hereby agree and acknowledge confirm that from and after the date hereof, only such Servicing Agreements that have been approved by Buyer shall govern the servicing of the Purchased Items and any prior agreement between the Seller and any other Person or otherwise with respect to such servicing is hereby superseded in all respects. Provided that the Buyer shall have received a duly executed Servicer Notice, prior to an Event of Default that has not been waived, the Seller may retain a Servicer, on behalf of the Buyer, to service the Purchased Items for the benefit of or on behalf of the Buyer; provided, however, that the obligation of such Servicer to service any Purchased Items for the benefit of or on behalf of Buyer as aforesaid shall cease upon the repurchase of such Purchased Items Loan by Seller in accordance with the provisions of this Repurchase Agreement or as otherwise provided in the Servicer Notice In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract and the related Servicing Retained Purchased Loans will be sold Rights shall terminate automatically upon the earliest of (i) an Event of Default, (ii) [***] after the Effective Date, and every [***] thereafter, in each case, unless the Seller receives written notice of non-termination from the Buyer prior to the end of such [***] period, (iii) the date on which all the Repurchase Obligations have been paid in full or (iv) the transfer of servicing approved by the applicable Seller. Upon any such termination, Seller shall comply with the requirements set forth in Section 7.31 as to Buyer on a servicing retained basis the delivery of the Servicing Records and the Servicing Released physical servicing of each Purchased Loans will be sold by the applicable Seller to Buyer on a servicing released basisLoan. (b) Each Upon any termination of the Seller, or Servicer as the servicer, the Seller shall contract with each deliver (or cause the related Servicer to service deliver) the related Servicing Records (as defined below) and, to the extent applicable, the physical and contractual servicing of each Purchased Loans consistent with Item to the degree Buyer or its designee within thirty (30) days of skill such termination of the Seller, or Servicer as the servicer. The Seller’s, or Servicer’s transfer of the Servicing Rights, Servicing Records and care that such Servicer customarily exhibits with respect to similar mortgage loans owned or managed by it the physical and contractual servicing shall be in accordance with Accepted Servicing Practices. Each Servicer shall, customary standards in the industry and such transfer shall ensure that each permitted sub-servicer will, include the transfer of the gross amount of all escrows held for the related mortgagors (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary without reduction for it to perform its servicing responsibilities hereunder, (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Loans unreimbursed advances or any payment thereunder“negative escrows”). (c) Each During the period the Seller or Servicer is servicing the Purchased Loans, (i) the Seller agrees with respect to that the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ Buyer is the owner of all the Servicing Rights and all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Purchased Loans (the “Servicing Records”), and (ii) the 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 the Seller or its designee to service in conformity with this Section 14.22 and such Servicing Rights are not severable from or any other obligation of the Seller to be separated from the Servicing Released Purchased LoansBuyer. Such 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 and permitted sub-servicer to safeguard) any , 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 Repo Agentthe 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. (d) Each If the Purchased Loans are, at any time during the term of this Repurchase Agreement, serviced by a third party servicer (such third party servicer, the “Servicer”), such Servicer must be acceptable to RHS, F▇▇▇▇▇ M▇▇, F▇▇▇▇▇▇ 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 Error! Reference source not found. hereto (a “Servicer Notice and Agreement”) and shall cause the related Servicer to hold acknowledge and agree to the same. Any successor or cause assignee of a Servicer shall be approved in writing by the Buyer and shall acknowledge and agree to be held all escrow payments collected 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 Purchased Servicer in accordance with this Section 14.22(d), 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 trust accounts and shall apply the same for the purposes for which such escrow payments were collectedeach case as more particularly set forth in this Section 14.22(d). (e) Each Seller shall cause each Servicer and any other permitted sub-servicers to execute a Servicer Acknowledgement acknowledging Buyer’s interest in If the related Purchased Loans and the related Servicing Agreement and agreeing that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income with respect to of the Purchased Loans in is the applicable Collection Account Seller or the Remittance Account as provided in this Agreement and the related Servicing Agreement (as modified by the related Servicer Acknowledgment), all in such manner as shall be acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality is an Affiliate of the foregoingSeller, each the Seller shall, or shall cause Servicer or any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans into the applicable Collection Account within two (2) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant provide to the immediately preceding sentence shall then be remitted Buyer a letter from the Seller or the Servicer, as the case may be, to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts effect that such Servicer is expressly permitted in the related Servicing Agreement (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect to such Purchased Loans. (f) Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no Event of Default has occurred and is continuing), the applicable Seller shall terminate such Servicer’s right to service the related Purchased Loans under the related Servicing Agreement without payment of any penalty or termination fee and shall appoint a successor servicer acceptable to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination Event. Upon upon the occurrence of an Event of DefaultDefault that has not been waived, Repo Agent the Buyer may exercise such right of termination terminate any Servicing Agreement and in any event transfer servicing to the Buyer’s designee, at no cost or expense to the Buyer, it being agreed that may arise the Seller will pay any and shall provide Sellers with notice thereof, and the applicable Seller, if all fees required by Repo Agent, shall exercise any right to terminate each the Servicing Agreement and to effectuate the transfer of servicing to the designee of the Buyer. (f) In addition to the rights provided in Section 14.22(a), the Buyer shall have the right, exercisable at any time in its sole discretion, upon sixty (60) days prior written notice, to the Seller or the Servicer’s right , as applicable, to service terminate the related Seller or any Servicers as servicer, respectively, of any Purchased Loans that it may have, in each case without payment of and any termination fee or any other amount to such Servicer or any of its agents or sub-servicers to the extent permitted by the related Servicing Agreement. In Upon any case where such termination, the Seller shall transfer or shall cause Servicer is so terminated, Sellers and Servicers shall cooperate in transferring the to transfer such servicing and all Servicing Records relating with respect to the such Purchased Loans to a successor servicer approved by Repo Agent the Buyer or its designee, at no cost or expense to the Buyer. The Seller agrees to cooperate with the Buyer in its sole discretion. For connection with the avoidance transfer of doubt any termination of a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of Buyer’s rights to cause the liquidation, termination or acceleration of this Agreementservicing. (g) To After the extent applicablePurchase Date for any Purchased Loan, each until such Purchased Loan is repurchased by the Seller 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 and Disbursement Agreement. (h) In the event the Seller or its Affiliate is servicing the Purchased Loans, the Seller shall use commercially reasonable efforts permit the Buyer from time to cause each Servicer and any permitted sub-servicer to permit Buyer and Repo Agent time to inspect such Servicerthe Seller’s or its Affiliate’s servicing facilities facilities, as the case may be, for the purpose of satisfying the Buyer and Repo Agent that such Servicer the Seller or permitted sub-servicer its Affiliate, as the case may be, has the ability to service the related Purchased Loan Loans as provided in this Repurchase Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (h) If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such Seller for managing or servicing any Purchased Loan has failed to perform fully such Seller’s obligations under the Transaction Documents or any of the obligations of such entities with respect to the related Purchased Loans, such Seller shall promptly notify Repo Agent and promptly remedy any non-compliance. (i) Upon 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 servicing facilities at any termination time. The Seller shall cooperate with the Buyer and/or its designees to provide access to the Seller’s servicing facilities including without limitation its books and records with respect to the Seller’s servicing portfolio and the Purchased Loans. In addition to the foregoing, the Seller shall permit the Buyer to inspect upon reasonable prior written notice at a mutually convenient time, the Seller’s or its Affiliate’s servicing facilities, as the case may be, for the purpose of a Servicer satisfying the Buyer that the Seller or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided hereinin this Repurchase Agreement. In addition, in with respect to any Servicer 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 Acknowledgment or in the related Servicing Agreement, Sellers shall and to cause such Servicer to transfer servicing (including without limitation cooperate with the Buyer and/or its designees in connection with any due diligence performed by the Buyer and/or such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights), including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be designees in accordance with Accepted Servicing Practicesthis Section 14.22(i). After The Seller and the Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by the Buyer in connection with any Servicer’s servicing terminates and until due diligence or inspection performed pursuant to this Section 14.22(i) shall be paid by the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer. (j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer. (k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a servicing released basis.

Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer a. Seller, on a servicing retained basis and the Servicing Released Purchased Loans will be sold by the applicable Seller to Buyer on a servicing released basis. (b) Each Seller Buyer's behalf, shall contract with each Servicer to and the Master Servicer to, or if Seller is the Servicer, Seller shall, service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer Seller customarily exhibits requires with respect to similar mortgage loans Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. Each The Seller shall cause each Servicer shall, and shall ensure that each permitted sub-servicer will, the Master Servicer to (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Mortgage Loans or any payment thereunder. Buyer may terminate the servicing of any Servicing Released Mortgage Loan with the then-existing servicer in accordance with Section 12(e) hereof. (c) Each b. Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ is the owner of all Servicing Rights and Servicing Records and such Servicing Rights are not severable from or to be separated from the Servicing Released Purchased Loans. Such Seller covenants to safeguard (and to shall cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Repo Agent’s request. (d) Each Seller shall cause the related Master Servicer to hold or cause to be held all escrow payments funds collected by such Servicer or the Master Servicer with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such escrow payments funds were collected. (e) Each c. Upon the occurrence and continuance of an Event of Default, the Seller shall and shall cause each the Master Servicer and any other permitted sub-servicers to execute deposit all collections received by Master Servicer on the Purchased Mortgage Loans in the Collection Account d. On the date hereof, Seller shall provide promptly to Buyer (i) a Servicer Acknowledgement acknowledging Buyer’s interest in Notice addressed to and agreed to by the Master Servicer of the related Purchased Mortgage Loans, advising such Servicer of such matters as Buyer may reasonably request, including, without limitation, recognition by the Master Servicer of Buyer's interest in such Purchased Mortgage Loans and the related Servicing Agreement and agreeing Master Servicer's agreement that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income upon receipt of notice of an Event of Default from Buyer, it will follow the instructions of Buyer with respect to the Purchased Mortgage Loans in the applicable Collection Account or the Remittance Account as provided in this Agreement and the any related Servicing Agreement (as modified by the related Servicer Acknowledgment), all in such manner as shall be acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the foregoing, each Seller shall, or shall cause Servicer or any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans into the applicable Collection Account within two (2) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted in the related Servicing Agreement (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect to such Purchased Loansthereto. (f) e. Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no an Event of Default has occurred and is continuing)hereunder or a material default under the Servicing Agreement, Buyer shall have the applicable Seller shall right to immediately terminate such the Servicer’s 's right to service the related Servicing Released Purchased Mortgage Loans under the related Servicing Agreement without payment of any penalty or termination fee fee. Seller and shall appoint a successor servicer acceptable to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination Event. Upon the occurrence of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereof, and the applicable Seller, if required by Repo Agent, shall exercise any right to terminate each Servicer’s right to service the related Purchased Loans that it may have, in each case without payment of any termination fee or any other amount to such Servicer or any of its agents or sub-servicers to the extent permitted by the related Servicing Agreement. In any case where Servicer is so terminated, Sellers and Servicers shall cooperate in transferring the servicing and all of the Servicing Records relating to the Released Purchased Mortgage Loans to a successor servicer approved appointed by Repo Agent Buyer in its sole discretion. For the avoidance of doubt any termination of a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement. (g) To the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer and any permitted sub-servicer to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent that such Servicer or permitted sub-servicer has the ability to service the related Purchased Loan as provided in this Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (h) f. If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer Seller or any other entity responsible to such Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such Seller’s 's obligations under the Transaction Documents Program Agreements or any of the obligations of such entities with respect to the related Purchased Mortgage Loans, such Seller shall promptly notify Repo Agent and promptly remedy any non-compliance. (i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights), including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer. (j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer. (k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a servicing released basis.

Servicing. (a) The parties hereto agree 26.1 Notwithstanding the purchase and acknowledge that sale of the Servicing Retained Purchased Loans will be sold by hereby, subject to Section 26.3, the applicable Seller Servicer shall continue to Buyer on a servicing retained basis and service the Servicing Released Purchased Loans will be sold by for the applicable Seller benefit of Buyers and, if Buyers shall exercise their rights to Buyer on a servicing released basis. (b) Each pledge or hypothecate the Purchased Loans prior to the Termination Date pursuant to Section 7, Buyers' assigns. Seller shall contract with each service or cause the Servicer to service the related Purchased Loans consistent with the degree of skill and care that such Servicer customarily exhibits with respect to similar mortgage loans owned or managed by it and in accordance with Accepted Servicing Practices. Each Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Loans or any payment thereunder. (c) Each 26.2 Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ is that Buyers are the owner of all servicing records, including but not limited to any and all servicing agreements (the "Servicing Rights Agreements"), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Loans (the "Servicing Records") so long as the Purchased Loans are subject to this Agreement. Seller grants Buyers 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 such Servicing Rights are not severable from or any other obligation of Seller to be separated from the Servicing Released Purchased LoansBuyers. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records and to deliver them promptly to Buyer Buyers or its their designee (including the Custodian) at Repo Agent’s Buyers' request. (d) Each Seller shall cause the related Servicer to hold or cause to be held all escrow payments collected with respect to any Purchased Loans in trust accounts and shall apply the same for the purposes for which such escrow payments were collected. (e) Each Seller shall cause each Servicer and any other permitted sub-servicers to execute a Servicer Acknowledgement acknowledging Buyer’s interest in the related Purchased Loans and the related Servicing Agreement and agreeing that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income with respect to the Purchased Loans in the applicable Collection Account or the Remittance Account as provided in this Agreement and the related Servicing Agreement (as modified by the related Servicer Acknowledgment), all in such manner as shall be acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the foregoing, each Seller shall, or shall cause Servicer or any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans into the applicable Collection Account within two (2) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted in the related Servicing Agreement (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect to such Purchased Loans. (f) 26.3 Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no Event of Default has occurred and is continuing), the applicable Seller shall terminate such Servicer’s right to service the related Purchased Loans under the related Servicing Agreement without payment of any penalty or termination fee and shall appoint a successor servicer acceptable to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination Event. Upon the occurrence continuance of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereofBuyers may, and the applicable Sellerin their sole discretion, if required by Repo Agent, shall exercise any (i) sell their right to terminate each Servicer’s right to service the related Purchased Loans that it may haveon a servicing released basis or (ii) terminate any Servicer of the Purchased Loans with or without cause, in each case without payment of any termination fee or any other amount to such Servicer or any of its agents or sub-servicers to fee. 26.4 Seller hereby irrevocably assign all rights, title and interest in the extent permitted by the related Servicing Agreement. In any case where Servicer is so terminated, Sellers and Servicers shall cooperate Agreements in transferring the servicing and all Servicing Records relating to the Purchased Loans to Buyers. 26.5 Seller shall cause each Servicer engaged by Seller to execute a successor servicer approved notice and agreement in the form of Exhibit X 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 Repo Agent in its sole discretion. For it directly into the avoidance of doubt any termination of a Servicer’s Cash Management Account and (ii) acknowledges Buyers' rights to service by Repo Agent as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of Buyer’s rights to cause the liquidationunder Section 26.2, termination or acceleration Section 26.3 and Section 26.4 of this Agreement. (g) To the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer and any permitted sub-servicer to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent that such Servicer or permitted sub-servicer has the ability to service the related Purchased Loan as provided in this Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (h) If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such Seller for managing or servicing any Purchased Loan has failed to perform fully such Seller’s obligations under the Transaction Documents or any of the obligations of such entities with respect to the related Purchased Loans, such Seller shall promptly notify Repo Agent and promptly remedy any non-compliance. (i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights), including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer. (j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer. (k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a servicing released basis.

Servicing. (a) The parties hereto agree and acknowledge that Purchaser hereby appoints the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer on a servicing retained basis and the Servicing Released Purchased Loans will be sold by the applicable Seller to Buyer on a servicing released basis. (b) Each Seller shall contract with each Servicer as its agent to service the related Purchased Loans consistent Items for the benefit of the Purchaser and enforce the Purchaser’s rights in and under such Purchased Items. The Seller hereby accepts such appointment and agrees to perform the duties and obligations with the degree of skill and care that such Servicer customarily exhibits respect thereto as set forth herein. The Seller may act through an Affiliate with respect to similar mortgage loans owned its servicing obligations hereunder. Notwithstanding that the Seller may contract with either an Affiliate, a third party or managed a sub–servicer to service the Purchased Items on its behalf, the Seller shall continue to remain liable to the Purchaser as servicer under this Agreement. The Seller covenants at its expense to maintain or cause the servicing of the Purchased Items to be maintained in conformity with Accepted Servicing Practices and in a manner at least equal in quality to the servicing Seller provides for Mortgage Assets that 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 this Agreement terminates or the Seller repurchases any related Purchased Asset, or (iii) the transfer of servicing approved in writing by it the Purchaser. In connection with such servicing, the Seller (or an Affiliate of the Seller on its behalf) as servicer shall remit or cause to be remitted to the Purchaser any and all Income on the Purchased Items to the Collection Account. The Seller shall also give all appropriate notices under the Mortgage Loan Documents of the Purchaser’s interests in the Purchased Items. In servicing the Purchased Items, the Seller (or an Affiliate of Seller on its behalf) as servicer shall take all action, or cause to be taken all action, as may be necessary to enforce, realize on and collect the Purchased Items, including, but not limited to, all related Income, all in accordance with Applicable Law, with reasonable care and diligence, and in accordance with the Accepted Servicing Practices. Each Servicer shall; provided, and shall ensure however, that each permitted sub-servicer will, (i) comply with all applicable Federalin no event shall the Seller, State or any Affiliate of the Seller on its behalf, take any material servicing action in respect of a Purchased Item or exercise any rights of the holder of a Purchased Item without the prior written approval of the Purchaser, and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform the Seller, or any Affiliate of the Seller on its servicing responsibilities hereunderbehalf, (iii) comply shall consult regularly with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Loans or any payment thereunder. (c) Each Seller agrees Purchaser with respect to any other actions to be taken or not taken by a holder of the Servicing Released Purchased Loans Items and in connection with such servicing and administration of the Purchased Items. The Purchaser, by and through the Seller or its Affiliate on its behalf, shall have the right to exercise any determinations, consent rights and approvals in connection with the Purchased Items in accordance with the terms of the Mortgage Loan Documents until such time as between such the related Purchased Items are repurchased by the Seller. If the Purchased Items are serviced by the Seller and ▇▇▇▇▇or an Affiliate, ▇▇▇▇▇ the Seller agrees that, until the repurchase of a Purchased Asset on a Repurchase Date, the Purchaser is the owner of all servicing records for the period that the Purchaser owns the Purchased Items, including, but not limited to, any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, computer programs, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Purchased Items (the “Servicing Rights and Servicing Records and such Servicing Rights are not severable from or to be separated from the Servicing Released Purchased LoansRecords”). Such The Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records and to deliver them promptly to Buyer Purchaser or its designee (including the Custodian) at Repo Agentthe Purchaser’s request. (d) Each . Notwithstanding anything to the contrary contained herein, the exercise by the Purchaser of its rights hereunder shall not release the Seller from any of its duties or responsibilities with respect to the Purchased Items. The Purchaser shall cause the related Servicer to hold not have any obligation or cause to be held all escrow payments collected liability with respect to any Purchased Loans in trust accounts and Items, nor shall apply the same for the purposes for which such escrow payments were collected. (e) Each Seller shall cause each Servicer and any other permitted sub-servicers to execute a Servicer Acknowledgement acknowledging Buyer’s interest in the related Purchased Loans and the related Servicing Agreement and agreeing that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income with respect to the Purchased Loans in the applicable Collection Account or the Remittance Account as provided in this Agreement and the related Servicing Agreement (as modified by the related Servicer Acknowledgment), all in such manner as shall be acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the foregoing, each Seller shall, or shall cause Servicer or any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans into the applicable Collection Account within two (2) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted in the related Servicing Agreement (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect to such Purchased Loans. (f) Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no Event of Default has occurred and is continuing), the applicable Seller shall terminate such Servicer’s right to service the related Purchased Loans under the related Servicing Agreement without payment of any penalty or termination fee and shall appoint a successor servicer acceptable to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination Event. Upon the occurrence of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereof, and the applicable Seller, if required by Repo Agent, shall exercise any right to terminate each Servicer’s right to service the related Purchased Loans that it may have, in each case without payment of any termination fee or any other amount to such Servicer or any of its agents or sub-servicers to the extent permitted by the related Servicing Agreement. In any case where Servicer is so terminated, Sellers and Servicers shall cooperate in transferring the servicing and all Servicing Records relating to the Purchased Loans to a successor servicer approved by Repo Agent in its sole discretion. For the avoidance of doubt any termination of a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event or an Event of Default shall them be deemed part of an exercise of Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement. (g) To the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer and any permitted sub-servicer to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent that such Servicer or permitted sub-servicer has the ability to service the related Purchased Loan as provided in this Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (h) If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such Seller for managing or servicing any Purchased Loan has failed obligated to perform fully such Seller’s obligations under the Transaction Documents or any of the obligations of such entities with respect to the related Purchased Loans, such Seller shall promptly notify Repo Agent and promptly remedy any non-compliancehereunder. (i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights), including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer. (j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer. (k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a servicing released basis.

Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be Assets are sold by the applicable Seller to Buyer on a “servicing retained released” basis and Buyer is the sole owner of all Servicing Rights so long as the Purchased Assets are subject to this Agreement. Notwithstanding the foregoing, Seller shall be granted a revocable license (which license shall automatically be revoked upon the occurrence of an Event of Default) to cause Servicer to service the Purchased Assets, and Seller shall, at Seller’s sole cost and expense, cause the Servicer to service the Purchased Assets in accordance with the Servicing Released Agreement and this Article 27 and for the benefit of Buyer. Notwithstanding the foregoing, Seller shall not take (and shall not permit any Servicer to effect) any Significant Modification of any Purchased Loans will be sold by the applicable Seller Asset without first having given prior notice thereof to Buyer on a servicing released basisin each such instance and receiving the prior written consent of Buyer in its sole discretion. (b) Each The obligation of Servicer (or Seller to cause Servicer) to service any of the Purchased Assets shall cease, at Buyer’s option, upon the earlier of (i) Buyer’s termination of Servicer in accordance with Article 27(c) or (ii) the transfer of servicing to any other Servicer and the assumption of such servicing by such other Servicer. S▇▇▇▇▇ agrees to cooperate with Buyer in connection with any termination of Servicer. Upon any termination of Servicer, if no Event of Default shall have occurred and be continuing, Seller shall contract at its sole cost and expense transfer the servicing of the affected Purchased Assets to another Servicer approved by Buyer, such approval not to be unreasonably withheld, conditioned or delayed, as expeditiously as possible. (c) Buyer may, in its sole and absolute discretion, terminate Servicer or any sub-servicer with respect to any Purchased Asset (i) at any time that a default by the Servicer under the Servicing Agreement or the Servicer Letter exists after the expiration of any applicable grace, notice and/or cure period set forth therein or (ii) during the continuance of an Event of Default, either for cause or without cause, in each case of clauses (i) and (ii), without payment of any penalty or termination fee by B▇▇▇▇. (d) Seller shall not, and shall not permit Servicer to, employ any sub-servicers to service the related Purchased Loans consistent Assets without the prior written approval of Buyer, such approval not to be unreasonably withheld, conditioned or delayed. If the Purchased Assets are serviced by a sub-servicer, Seller shall irrevocably assign all of its right, title and interest in the sub-servicing agreement with such sub-servicer to Buyer. For the degree avoidance of skill doubt, Quantum Servicing Corporation is an approved sub-servicer. (e) Seller shall cause Servicer and care that such Servicer customarily exhibits with respect any sub-servicer to similar mortgage loans owned or managed by it and service the Purchased Assets in accordance with Accepted Servicing Practices. Each With respect to any Servicing Agreement as to which Buyer is not a party, Seller shall cause Servicer shall, (at the request of Buyer) and shall ensure that each permitted any sub-servicer will, (i) comply servicers engaged by Seller to execute a letter agreement with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any a form acceptable to Buyer (a “Servicer Letter”) acknowledging Buyer’s security interest in the Purchased Loans or any payment thereunder. (c) Each Seller agrees Assets and agreeing to remit all Income received with respect to the Servicing Released Purchased Loans and Assets to the Collection Account in accordance with Article 5(e) or as between such Seller and ▇▇▇▇▇, ▇otherwise directed by B▇▇▇▇ in accordance with the Servicer Letter. (f) Seller agrees that Buyer is the owner of all Servicing Rights and Servicing Records and such Servicing Rights are servicing records relating to the Purchased Assets, including but not severable from or limited to be separated from the Servicing Released Agreement, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased LoansAssets (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Such Seller covenants to safeguard (and or to cause each Servicer and permitted sub-servicer to safeguardto) any safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Repo AgentBuyer’s request. (dg) Each The payment of servicing fees under the Servicing Agreement shall be solely the responsibility of Seller shall cause the related Servicer to hold or cause to be held all escrow payments collected with respect to any Purchased Loans in trust accounts and shall apply the same for the purposes for which such escrow payments were collected. (e) Each Seller shall cause each Servicer and any other permitted sub-servicers be subordinate to execute a Servicer Acknowledgement acknowledging Buyer’s interest in the related Purchased Loans and the related Servicing Agreement and agreeing that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income with respect to the Purchased Loans in the applicable Collection Account or the Remittance Account as provided in this Agreement and the related Servicing Agreement (as modified by the related Servicer Acknowledgment), all in such manner as shall be acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the foregoing, each Seller shall, or shall cause Servicer or any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans into the applicable Collection Account within two (2) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted in the related Servicing Agreement (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect to such Purchased Loans. (f) Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no Event of Default has occurred and is continuing), the applicable Seller shall terminate such Servicer’s right to service the related Purchased Loans under the related Servicing Agreement without payment of any penalty or termination fee amounts outstanding and shall appoint a successor servicer acceptable due to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination Event. Upon the occurrence of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereof, and the applicable Seller, if required by Repo Agent, shall exercise any right to terminate each Servicer’s right to service the related Purchased Loans that it may have, in each case without payment of any termination fee or any other amount to such Servicer or any of its agents or sub-servicers to the extent permitted by the related Servicing Agreement. In any case where Servicer is so terminated, Sellers and Servicers shall cooperate in transferring the servicing and all Servicing Records relating to the Purchased Loans to a successor servicer approved by Repo Agent in its sole discretion. For the avoidance of doubt any termination of a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement. (g) To the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer and any permitted sub-servicer to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent that such Servicer or permitted sub-servicer has the ability to service the related Purchased Loan as provided in this Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (h) If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such Seller for managing or servicing any Purchased Loan has failed to perform fully such Seller’s obligations under the Transaction Documents or any of the obligations of such entities with respect to the related Purchased Loans, such Seller shall promptly notify Repo Agent and promptly remedy any non-complianceDocuments. (i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights), including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer. (j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer. (k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a servicing released basis.

Servicing. (a1) The parties hereto agree and acknowledge that Pursuant to the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer on a servicing retained basis Agreements, each Seller, each Trust Subsidiary and the Servicing Released Purchased Loans will be sold by REO Entity, respectively have contracted with the applicable Seller to Buyer on a servicing released basis. (b) Each Seller shall contract with each Servicer Servicers to service the related Purchased Contributed Mortgage Loans and Contributed REO Properties consistent with the degree of skill and care that such Servicer each Seller customarily exhibits requires with respect to similar mortgage loans Mortgage Loans and REO Properties owned or managed by it and in accordance with Accepted - 45 - Servicing PracticesGuidelines. Each Servicer shall, Seller and Servicers shall ensure that each permitted sub-servicer will, (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Contributed Mortgage Loans and Contributed REO Properties or any payment thereunder. Buyer may terminate the servicing of any Contributed Mortgage Loans or Contributed REO Properties with the then‑existing servicer in accordance with Section 12(a)(5) hereof. (c2) Each Seller agrees with respect to the Servicing Released Purchased Loans Sellers shall and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ is the owner of all Servicing Rights and Servicing Records and such Servicing Rights are not severable from or to be separated from the Servicing Released Purchased Loans. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Repo Agent’s request. (d) Each Seller shall cause the related Servicer Servicers to hold or cause to be held all escrow payments funds collected by each Seller and Servicers with respect to any Purchased Contributed Mortgage Loans and Contributed REO Properties in trust accounts and shall apply the same for the purposes for which such escrow payments funds were collected. (e3) Sellers shall and shall cause the Servicers to deposit all collections received by the Servicers on the Contributed Mortgage Loans and Contributed REO Properties in the Collection Account. (4) Each Seller shall cause each Servicer and any other permitted sub-servicers provide to execute Buyer (i) a Servicer Acknowledgement acknowledging Notice addressed to and agreed to by each Servicer, advising Servicers of such matters as Buyer may reasonably request, including, without limitation, recognition by Servicers of Buyer’s interest in the related Purchased such Contributed Mortgage Loans and Contributed REO Properties and each Servicer’s agreement that upon receipt of notice of an Event of Default from Buyer, it will follow the related Servicing Agreement and agreeing that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income instructions of Buyer with respect to the Purchased Contributed Mortgage Loans in the applicable Collection Account or the Remittance Account as provided in this Agreement and the Contributed REO Properties and any related Servicing Agreement (as modified by the related Servicer Acknowledgment), all in such manner as shall be acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the foregoing, each Seller shall, or shall cause Servicer or any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans into the applicable Collection Account within two (2) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted in the related Servicing Agreement (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect to such Purchased Loansthereto. (f5) Upon prior written notice following the occurrence and during the continuance of a Servicer Termination Event with respect to any Servicer (and provided no an Event of Default has occurred and is continuing)Default, Buyer shall have the applicable Seller shall right to immediately terminate such any Servicer’s right to service the related Purchased Contributed Mortgage Loans under the related Servicing Agreement and Contributed REO Properties without payment of any penalty or termination fee and shall appoint a successor servicer acceptable to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of under the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination Event. Upon the occurrence of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereof, and the applicable Seller, if required by Repo Agent, shall exercise any right to terminate each Servicer’s right to service the related Purchased Loans that it may have, in each case without payment of any termination fee or any other amount to such Servicer or any of its agents or sub-servicers to the extent permitted by the related Servicing Agreement. In any case where Servicer is so terminatedUpon receipt of such notice, Sellers each Seller and the Servicers shall cooperate in transferring the applicable servicing of the Contributed Mortgage Loans and all Servicing Records relating to the Purchased Loans Contributed REO Properties to a successor servicer approved appointed by Repo Agent Buyer in its sole discretion. For the avoidance of doubt any termination of a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement. (g) To the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer and any permitted sub-servicer to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent that such Servicer or permitted sub-servicer has the ability to service the related Purchased Loan as provided in this Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (h6) If either any Seller should discover that, for any reason whatsoever, such Seller, any Servicer Seller or any other entity responsible to such Seller for managing or servicing any Purchased such Contributed Mortgage Loan or Contributed REO Property has failed to perform fully such Seller’s obligations under the Transaction Documents Program Agreements or any of the obligations of such entities with respect to the related Purchased LoansContributed Mortgage Loans and Contributed REO Properties, such Seller shall promptly notify Repo Agent and promptly remedy any non-compliance. (i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights), including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer. (j7) The Servicer may hire a sub-servicer For the avoidance of doubt, each Seller retains no economic rights to the servicing of the Contributed Mortgage Loans and Contributed REO Properties; provided that each Seller shall and shall cause the Servicers to continue to service the Purchased LoansContributed Mortgage Loans and Contributed REO Properties hereunder as part of the Obligations hereunder. As such, but only with each Seller expressly acknowledges that the consent of Buyer Contributed Mortgage Loans and provided that such sub-servicer execute Contributed REO Properties are transferred to a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer. (k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans Trust Subsidiary on a “servicing released released” basis.

Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer Seller, on a servicing retained basis and the Servicing Released Purchased Loans will be sold by the applicable Seller to Buyer on a servicing released basis. (b) Each Seller Buyer’s behalf, shall service or contract with each a Servicer to service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer customarily exhibits requires with respect to similar mortgage loans Mortgage Loans owned or managed by it such Servicer and in accordance with Accepted Servicing Practices. Each The Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply with all applicable Federal, State and local laws and regulationsRequirements of Law, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, under the Servicing Agreement and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Loans Mortgage Loan or any payment thereunder. (cb) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ is the owner of all Servicing Rights and Servicing Records and such Servicing Rights are not severable from or to be separated from the Servicing Released Purchased Loans. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Repo Agent’s request. (d) Each Seller shall cause the related Servicer to hold or cause to be held all escrow payments funds collected by Seller with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such escrow payments funds were collected. (ec) Each Seller shall cause each Servicer and any other permitted sub-servicers to execute a Servicer Acknowledgement acknowledging Buyer’s interest in the related Purchased Loans and the related Servicing Agreement and agreeing that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income with respect to the Purchased Loans in the applicable Collection Account or the Remittance Account as provided in this Agreement and the related Servicing Agreement (as modified by the related Servicer Acknowledgment), all in such manner as shall be acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the foregoing, each Seller shall, or shall cause the Servicer or and any permitted sub-interim servicer to to, deposit all Income collections received by any Seller or Servicer on account of the Purchased Mortgage Loans in accordance with the provisions of Section 5(a)(i). (d) If any Mortgage Loan that is proposed to be sold on a Purchase Date is serviced or subserviced by a servicer other than a currently approved Servicer, or if the servicing of any Purchased Loans into the applicable Collection Account within two Mortgage Loan is to be transferred from a currently approved Servicer to another servicer, Seller shall, prior to such Purchase Date or servicing transfer date, as applicable, (2i) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted in provide Buyer with the related Servicing Agreement pursuant to which such servicer shall service such Mortgage Loans, which Servicing Agreement shall be reasonably acceptable to Buyer in all respects, (as modified by the related Servicer Acknowledgmentii) to withdraw or retain with respect to such Purchased Loans.69 (fe) Upon the occurrence of an Event of Default hereunder or a Servicer Termination Event with respect Event, Buyer shall have the right to any Servicer (and provided no Event of Default has occurred and is continuing), immediately terminate the applicable Seller shall terminate such Servicer’s right to service the related Purchased Mortgage Loans under the related Servicing Agreement (subject to the related servicing transfer period) without payment of any penalty or termination fee and shall appoint a successor servicer acceptable to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination Eventfee. Upon the occurrence of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide Sellers with notice thereof, Seller and the applicable Seller, if required by Repo Agent, shall exercise any right to terminate each Servicer’s right to service the related Purchased Loans that it may have, in each case without payment of any termination fee or any other amount to such Servicer or any of its agents or sub-servicers to the extent permitted by the related Servicing Agreement. In any case where Servicer is so terminated, Sellers and Servicers shall cooperate in transferring the servicing and all Servicing Records relating to of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Agent Buyer in its sole discretion. For the avoidance of doubt any termination of a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement. (g) To the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer and any permitted sub-servicer to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent that such Servicer or permitted sub-servicer has the ability to service the related Purchased Loan as provided in this Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (hf) If either Seller should discover that, for any reason whatsoever, such Seller, any Servicer Seller or any other entity responsible by contract to such Seller for managing or servicing any such Purchased Mortgage Loan has materially failed to perform fully such Seller’s obligations under the Transaction Facility Documents or any of the obligations of such entities with respect to the related Purchased Mortgage Loans, such Seller shall promptly notify Repo Agent Buyer and promptly remedy any non-compliance. (ig) The Servicer’s rights and obligations to interim service the Purchased Mortgage Loans shall terminate on the twentieth (20th) day of each calendar month (and if such day is not a Business Day, the next succeeding Business Day), unless otherwise directed in writing by the Buyer prior to such date. For purposes of this provision, notice provided by electronic mail shall constitute written notice. For the avoidance of doubt, this Subsection 18(g) shall no longer apply to any Purchased Mortgage Loan that is repurchased in full by Seller in accordance with the provisions of this Agreement and therefore is no longer subject to a Transaction. Upon any termination of a Servicer as provided hereintermination, in the Servicer Acknowledgment or in the related Servicing Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights)servicing, including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agentthe Buyer. The Servicer’s delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. The Seller and Servicer shall have no right to select a subservicer or successor servicer. After any Servicer’s the servicing terminates and until the related servicing transfer date, Sellers the Servicer shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Mortgage Loans in accordance with the terms of this Agreement and for the benefit of the Buyer. (j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer. (k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a servicing released basis.

Servicing. (a) The parties hereto agree and acknowledge that the Servicing Retained Purchased Loans will be sold by the applicable Seller to Buyer Sellers, on a servicing retained basis and the Servicing Released Purchased Loans will be sold by the applicable Seller to Buyer on a servicing released basis. (b) Each Seller Buyer’s behalf, shall contract with each Servicer to to, or if a Seller is the Servicer, such Seller shall, service the related Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer Seller customarily exhibits requires with respect to similar mortgage loans Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. Each The Servicer shall, and shall ensure that each permitted sub-servicer will, (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder, hereunder and (iii) comply with the Servicing Standard and (iv) not impair the rights of Buyer in any Purchased Mortgage Loans or any payment thereunder. Buyer may terminate the servicing of any Mortgage Loan with the then existing servicer in accordance with Section 16(e) hereof. (cb) Each Seller agrees with respect to the Servicing Released Purchased Loans and as between such Seller and ▇▇▇▇▇, ▇▇▇▇▇ is the owner of all Servicing Rights and Servicing Records and such Servicing Rights are not severable from or to be separated from the Servicing Released Purchased Loans. Such Seller covenants to safeguard (and to cause each Servicer and permitted sub-servicer to safeguard) any such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Repo Agent’s request. (d) Each Seller The Sellers shall cause the related Servicer to hold or cause to be held all escrow payments funds collected by the Sellers with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such escrow payments funds were collected. (ec) Each Seller The Sellers shall cause each the Servicer and any other permitted sub-servicers to execute deposit all collections received by the Sellers on account of the Purchased Mortgage Loans in the Collection Account no later than two Business Days following receipt. (d) The Sellers shall provide promptly to Buyer (i) a Servicer Acknowledgement acknowledging Notice addressed to and agreed to by the Servicer of the related Purchased Mortgage Loans, advising such Servicer of such matters as Buyer may reasonably request, including, without limitation, recognition by the Servicer of Buyer’s interest in the related such Purchased Mortgage Loans and the related Servicing Agreement and agreeing Servicer’s agreement that such Servicer and any permitted sub-servicer (if applicable) shall deposit all Income upon receipt of notice of an Event of Default from Buyer, it will follow the instructions of Buyer with respect to the Purchased Mortgage Loans in the applicable Collection Account or the Remittance Account as provided in this Agreement and the any related Servicing Agreement (as modified by the related Servicer Acknowledgment), all in such manner as shall be acceptable to Repo Agent in its sole and absolute discretion. Without limiting the generality of the foregoing, each Seller shall, or shall cause Servicer or any permitted sub-servicer to deposit all Income received by any Servicer on any Purchased Loans into the applicable Collection Account within two (2) Business Days of such Servicer’s receipt thereof. Any such amounts deposited in the Collection Account pursuant to the immediately preceding sentence shall then be remitted to the Remittance Account by no later than the next occurring Servicer Remittance Date, net of any amounts that such Servicer is expressly permitted in the related Servicing Agreement (as modified by the related Servicer Acknowledgment) to withdraw or retain with respect to such Purchased Loansthereto. (fe) Upon the occurrence of a Servicer Termination Event with respect to any Servicer (and provided no Default or Event of Default has occurred and is continuing)hereunder or a material default under the Servicing Agreement, Buyer shall have the applicable Seller shall right to immediately terminate such the Servicer’s right to service the related Purchased Mortgage Loans under the related Servicing Agreement without payment of any penalty or termination fee and shall appoint a successor servicer acceptable to Repo Agent within five (5) Business Days of such Servicer Termination Event, and shall complete a transfer of servicing of the related Purchased Loans to such successor servicer within sixty (60) days of such Servicer Termination Eventfee. Upon the occurrence of an Event of Default, Repo Agent may exercise such right of termination that may arise and shall provide The Sellers with notice thereof, and the applicable Seller, if required by Repo Agent, shall exercise any right to terminate each Servicer’s right to service the related Purchased Loans that it may have, in each case without payment of any termination fee or any other amount to such Servicer or any of its agents or sub-servicers to the extent permitted by the related Servicing Agreement. In any case where Servicer is so terminated, Sellers and Servicers shall cooperate in transferring the servicing and all Servicing Records relating to of the Purchased Mortgage Loans to a successor servicer approved appointed by Repo Agent Buyer in its sole discretion. For the avoidance of doubt any termination of a Servicer’s rights to service by Repo Agent as a result of a Servicer Termination Event or an Event of Default shall be deemed part of an exercise of Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement. (g) To the extent applicable, each Seller shall use commercially reasonable efforts to cause each Servicer and any permitted sub-servicer to permit Buyer and Repo Agent to inspect such Servicer’s servicing facilities for the purpose of satisfying Buyer and Repo Agent that such Servicer or permitted sub-servicer has the ability to service the related Purchased Loan as provided in this Agreement, the related Servicing Agreement and the related Servicer Acknowledgment. (hf) If either any Seller should discover that, for any reason whatsoever, such Seller, any Servicer or any other entity responsible to such Seller the Sellers by contract for managing or servicing any such Purchased Mortgage Loan has failed to perform fully such Seller’s the Sellers’ obligations under the Transaction Facility Documents or any of the obligations of such entities with respect to the related Purchased Mortgage Loans, such Seller the Sellers shall promptly notify Repo Agent and promptly remedy any non-compliance. (i) Upon any termination of a Servicer as provided herein, in the Servicer Acknowledgment or in the related Servicing Agreement, Sellers shall cause such Servicer to transfer servicing (including without limitation such Servicing Rights and, if either Seller owns or possesses Servicing Rights, such Seller shall transfer servicing and such Servicing Rights), including, without limitation, delivery of all servicing files to the designee of Buyer as directed by Repo Agent. The delivery of servicing files of any Servicer or either Seller, as applicable, shall be in accordance with Accepted Servicing Practices. After any Servicer’s servicing terminates and until the related servicing transfer date, Sellers shall cause such Servicer to (and if a Seller owns or possesses Servicing Rights, such Seller shall) service the related Purchased Loans in accordance with the terms of this Agreement and for the benefit of Buyer. (j) The Servicer may hire a sub-servicer to service the Purchased Loans, but only with the consent of Buyer and provided that such sub-servicer execute a Servicer Acknowledgment acceptable to Buyer. The Servicer shall remain liable to the Buyer for its obligations to Seller and Buyer notwithstanding the engagement of any such sub-servicer. (k) Buyer may, in its sole and absolute discretion if an Event of Default shall have occurred and be continuing, sell the Servicing Released Purchased Loans on a servicing released basis.