Common use of Servicing Clause in Contracts

Servicing. a. Seller, on Buyer's behalf, shall contract with Servicer to, or if Seller is the Servicer, Seller shall, service the Mortgage Loans consistent with the degree of skill and care that Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. The Servicer shall (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 and (iii) not impair the rights of Buyer in any 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. b. Seller shall cause the Servicer to hold or cause to be held all escrow 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 funds were collected. c. Seller shall cause the Servicer 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 amounts required to 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 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 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 Mortgage Loans and any related Income with respect thereto. e. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreement, Buyer shall have the right to immediately terminate the Servicer's right to service the Purchased Mortgage Loans under the Servicing Agreement without payment of any penalty or termination fee. Seller and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify Buyer.

Servicing. a. (a) Notwithstanding the purchase and sale of the Purchased Assets hereby, Seller, on Buyer's behalf, Servicer or a third party servicer approved by Buyer shall contract with Servicer to, or if Seller is the Servicer, Seller shall, service the Mortgage Purchased Assets that are Eligible Loans consistent with (such Purchased Assets, “Serviced Assets”) for the degree benefit of skill Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 7, for the benefit of Buyer’s assigns. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost and care that Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and for the benefit of Buyer in accordance with Accepted Servicing Practices. The Servicer shall (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 and (iii) not impair the rights of Practices approved by Buyer in any Mortgage Loans the exercise of its reasonable business judgment and maintained by other prudent mortgage 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. b. Seller shall cause the Servicer to hold or cause to be held all escrow funds collected by Servicer mezzanine lenders with respect to any Purchased Mortgage Loans in trust accounts and shall apply mortgage and/or mezzanine loans similar to the same for the purposes for which such funds were collected. c. Seller shall cause the Servicer 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; Serviced Assets, provided, however, that the obligations of Seller to service any amounts required 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 be remitted Seller of at least five (5) days’ prior written notice of the decision by Buyer to Buyer shall be deposited in transfer the Collection Account on servicing rights of any or prior all of the Serviced Assets to the day on which such remittance is to occur. d. Upon either Servicer or another third party servicer selected by Buyer's request. In either case, Seller shall provide take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any action or effect any modification or amendment to any Purchased Asset, sell any Purchased Asset (except in accordance with the terms and conditions of Article 3(e) hereof) or otherwise restructure any Purchased Asset or accept any discounted payoff with respect thereto, without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer. (b) Seller agrees that Buyer 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 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. 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 Seller or its designee to service in conformity with this Article 26 and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request. (c) Upon 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 Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer. (e) Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by Seller to execute a Servicer Notice addressed with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into the Depository Account, and agreed so long as a Purchased Asset is subject to by the Servicer of the related Purchased Mortgage Loansa Transaction, advising such Servicer of such matters as following notice from Buyer may reasonably request, including, without limitation, recognition by the Servicer of Buyer's interest in such Purchased Mortgage Loans and the Servicer's agreement that upon receipt of notice to Seller of an Event of Default from under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer. (f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement. (g) For the avoidance of doubt, it will follow the instructions of Buyer with respect Seller retains no economic rights to the Purchased Mortgage Loans and any related Income with respect thereto. e. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreementservicing, Buyer shall have the right to immediately terminate the Servicer's right to service the Purchased Mortgage Loans other than Seller’s rights under the Servicing Agreement without payment of any penalty or termination fee. Seller and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or other servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect agreement related to the Purchased Mortgage LoansAssets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer. (h) Seller shall promptly notify Buyerprovide prior written notice to Buyer of any proposed servicing-related decision with regard to the Purchased Asset.

Servicing. a. Seller, (a) The parties hereto agree and acknowledge that the Purchased Assets will be sold by Seller to Buyer on Buyer's behalf, shall contract with Servicer to, or if Seller is a servicing released basis. In furtherance of the Servicerforegoing, Seller shalland Buyer hereby agree and confirm that from and after the date hereof, service only such Servicing Agreements that have been approved by Buyer shall govern the Mortgage Loans consistent with servicing of the degree of skill Purchased Assets and care that any prior agreement between Seller customarily requires and any other Person or otherwise with respect to similar Mortgage Loans owned or managed by it and such servicing is hereby superseded in accordance with Accepted Servicing Practicesall respects. The Provided that Buyer shall have received a duly executed Servicer shall (i) comply with all applicable FederalAcknowledgment from Servicer, State and local laws and regulationsprior to an Event of Default, (ii) maintain all state and federal licenses necessary for it Seller may retain Servicer, on behalf of Buyer, to perform its servicing responsibilities hereunder and (iii) not impair service the rights of Buyer in any 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. b. Seller shall cause the Servicer to hold or cause to be held all escrow funds collected by Servicer with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same Assets for the purposes for which such funds were collected. c. Seller shall cause the Servicer to deposit all collections received by Servicer benefit of or on the Purchased Mortgage Loans in the Collection Account no later than the 5th Business Day following receiptbehalf of Buyer; provided, however, that the obligation of Servicer to service any amounts required to be remitted to Purchased Asset for the benefit of or on behalf of Buyer as aforesaid shall be deposited cease upon the repurchase of such Purchased Asset by Seller in accordance with the provisions of this Agreement or as otherwise provided in the Collection Account on or prior to the day on which such remittance is to occurServicer Acknowledgment. d. Upon (b) Seller agrees that, as between Seller and Buyer's request, 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 Records”) so long as the Purchased Assets are subject to this Agreement. Seller shall provide covenants to safeguard any such Servicing Records in Seller’s possession and to deliver them promptly to Buyer or its designee (iincluding Custodian) at Buyer’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) Seller shall cause Servicer and any other sub-servicers engaged on behalf of Buyer to execute 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 Acknowledgment acknowledging Buyer's ’s interest in such the Purchased Mortgage Loans Assets and the Servicer's agreement Servicing Agreement and agreeing that upon receipt of notice of an Event of Default from Buyer, it will follow the instructions of Buyer Servicer and any sub-servicer (if applicable) shall deposit all Income with respect to the Purchased Mortgage Loans and any related Income with respect theretoAssets in the Blocked Account, all in such manner as shall be reasonably acceptable to Buyer. e. (e) To the extent applicable, Seller shall cause Servicer to permit Buyer to inspect Servicer’s servicing facilities for the purpose of satisfying Buyer that Servicer has the ability to service such Purchased Asset as provided in this Agreement. (f) Buyer may, in its sole discretion if an Event of Default shall have occurred and be continuing, sell the Purchased Assets on a servicing released basis without payment of any termination fee or any other amount to Servicer. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreementhereunder, Buyer shall have the right immediately to immediately terminate the Servicer's ’s right to service the Purchased Mortgage Loans under the Servicing Agreement Assets without payment of any penalty or termination fee. Seller and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify Buyer.

Servicing. a. SellerPursuant to the Servicing Agreement, on Buyer's behalf, shall contract Seller has contracted with Servicer to, or if Seller is the Servicer, Seller shall, to service the Mortgage Loans consistent with the degree of skill and care that Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. The Seller and Servicer shall (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 and (iii) not impair the rights of Buyer in any 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. b. Seller shall and shall cause the Servicer to hold or cause to be held all escrow 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 funds were collected. c. Seller shall and shall cause the Servicer 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 amounts required to be remitted to Buyer shall be deposited account set forth in the Collection Account on or prior to the day on which such remittance is to occurSection 9 upon an Event of Default. d. Upon Buyer's request, Seller shall provide promptly to Buyer (i) a Servicer 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 ’s interest in such Purchased Mortgage Loans and the Servicer's ’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 Mortgage Loans and any related Income with respect thereto. e. Upon the occurrence and continuation of an Event of Default hereunder or a material default under the Servicing Agreementhereunder, Buyer shall have the right to immediately terminate the Servicer's ’s right to service the Purchased Mortgage Loans under the Servicing Agreement without payment of any penalty or termination feefee under the Servicing Agreement. Seller and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's ’s obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify Buyer. g. Servicer shall service the Purchased Mortgage Loans on behalf of Buyer for ninety (90) 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 to continue to service the Purchased Mortgage Loans hereunder as part of the Obligations hereunder. As such, the Seller expressly acknowledges that the Purchased Mortgage Loans are sold to Buyer on a “servicing released” basis.

Servicing. a. SellerThe Sellers, on the Buyer's ’s behalf, shall contract with the Servicer to, or if a Seller is the Servicer, such Seller shall, service the Mortgage Loans Purchased Assets consistent with the degree of skill and care that such Seller customarily requires with respect to similar Mortgage Loans Purchased Assets owned or managed by it and in accordance with Accepted Servicing Practices. The Servicer shall (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 and (iii) not impair the rights of the Buyer in any Mortgage Loans Purchased Assets or any payment thereunder. The Buyer may terminate the servicing of any Mortgage Loan Purchased Asset with the then-existing servicer in accordance with Section 12(e13(e) hereof. b. Seller The Sellers shall cause the Servicer to hold or cause to be held all escrow funds collected by the Servicer with respect to any Purchased Mortgage Loans Assets in trust accounts and shall apply the same for the purposes for which such funds were collected. c. Seller The Servicer shall cause the Servicer to deposit all collections received by the Servicer on the Purchased Mortgage Loans Assets in the Collection Account no later than the 5th two Business Day Days following receipt; provided, however, that any amounts required to be remitted to the Buyer shall be deposited in the Collection Account on or prior to the day on which such remittance is to occur. d. Upon the Buyer's ’s request, Seller the Sellers shall provide promptly to the Buyer (i) a Servicer Notice addressed to and agreed to by the Servicer of the related Purchased Mortgage LoansAssets, advising such Servicer of such matters as the Buyer may reasonably request, including, without limitation, recognition by the Servicer of the Buyer's ’s interest in such Purchased Mortgage Loans Assets and the Servicer's ’s agreement that upon receipt of notice of an Event of Default from the Buyer, it will follow the instructions of the Buyer with respect to the Purchased Mortgage Loans Assets and any related Income with respect thereto. e. Upon the occurrence of an Event of Default hereunder or a material default under Servicer Termination Event, the Servicing Agreement, Buyer shall have the right to immediately terminate the Servicer's ’s right to service the Purchased Mortgage Loans Assets under the Servicing Agreement without payment of any penalty or termination fee. Seller The Sellers and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans Assets to a successor servicer appointed by the Buyer in its sole discretion. f. If any Seller should discover that, for any reason whatsoever, Seller the Sellers or any entity responsible to Seller the Sellers for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's in all material respects the Sellers’ obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, such Seller shall promptly notify the Buyer.

Servicing. a. Seller(a) Notwithstanding the purchase and sale of the Purchased Assets hereby, on Buyer's behalfSellers, Servicer or a third party servicer approved by Buyer shall contract with Servicer to, or if Seller is the Servicer, Seller shall, service the Mortgage Purchased Assets that are Eligible Loans consistent with (such Purchased Assets, “Serviced Assets”) for the degree benefit of skill 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 care that Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and for the benefit of Buyer in accordance with Accepted Servicing Practices. The Servicer shall (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 and (iii) not impair the rights of Practices approved by Buyer in any Mortgage Loans the exercise of its reasonable business judgment and maintained by other prudent mortgage 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. b. Seller shall cause the Servicer to hold or cause to be held all escrow funds collected by Servicer mezzanine lenders with respect to any Purchased Mortgage Loans in trust accounts and shall apply mortgage and/or mezzanine loans similar to the same for the purposes for which such funds were collected. c. Seller shall cause the Servicer 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; Serviced Assets, provided, however, that the obligations of Sellers to service any amounts required 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 be remitted 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 Asset without first having given prior notice thereof to Buyer shall be deposited in each such instance and receiving the Collection Account on prior written consent of Buyer. (b) Each Seller agrees that Buyer 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 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 prior 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 day on which Purchased Assets and all Servicing Records to secure the obligation of such remittance is Seller or its designee to occur. d. Upon service in conformity with this Article 28 and any other obligation of such Seller to Buyer's request, . Each Seller shall provide covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request. (c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis 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) Neither Seller shall employ sub-servicers to service the 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 Buyer. (e) Each Seller shall cause all servicers (other than Servicer) and sub-servicers engaged by such Seller to execute a Servicer Notice addressed with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income with respect to the Purchased Assets to Servicer for deposit into the Collection Account, and agreed so long as a Purchased Asset is subject to by the Servicer of the related Purchased Mortgage Loansa Transaction, advising following notice from Buyer to 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 Servicer's agreement that upon receipt of notice Seller of an Event of Default from under this Agreement, each such servicer or sub-servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer. (f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement. (g) For the avoidance of doubt, it will follow the instructions of Buyer with respect no Seller retains economic rights to the Purchased Mortgage Loans and any related Income with respect thereto. e. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreementservicing, Buyer shall have the right to immediately terminate the Servicer's right to service the Purchased Mortgage Loans other than such Seller’s rights under the Servicing Agreement without payment of any penalty or termination fee. Seller and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or other servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect agreement related to the Purchased Mortgage LoansAssets. As such, each Seller shall promptly notify Buyerexpressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer.

Servicing. a. Seller, on Buyer's behalf, shall contract with Servicer to, or if Seller is the Servicer, Seller shall, service the Mortgage Loans consistent with the degree of skill and care that Seller customarily requires with (a) With respect to similar Mortgage 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 Seller covenants to maintain or cause the servicing of the Purchased Loans owned or managed by it and to be maintained in accordance conformity with Accepted Servicing Practices. The Servicer 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 (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 and (iii) not impair the rights of Buyer in any Mortgage Loans or any payment thereunder. Buyer may terminate govern the servicing of the Purchased Items and any Mortgage Loan with prior agreement between the then-existing servicer in accordance with Section 12(e) hereof. b. Seller shall cause the Servicer to hold and any other Person or cause to be held all escrow funds collected by Servicer otherwise with respect to any 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 Mortgage Loans in trust accounts and shall apply the same Items for the purposes for which such funds were collected. c. Seller shall cause benefit of or on behalf of the Servicer to deposit all collections received by Servicer on the Purchased Mortgage Loans in the Collection Account no later than the 5th Business Day following receiptBuyer; provided, however, that the obligation of such Servicer to service any amounts required to be remitted to Purchased Items for the benefit of or on behalf of Buyer as aforesaid shall be deposited 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 Collection Account on 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 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 day 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 Seller. Upon any such remittance is to occur. d. Upon Buyer's requesttermination, Seller shall provide promptly comply with the requirements set forth in Section 7.31 as to the delivery of the Servicing Records and the physical servicing of each Purchased Loan. (b) Upon any termination of the Seller, or Servicer as the servicer, the Seller shall deliver (or cause the related Servicer to deliver) the Servicing Records (as defined below) and, to the extent applicable, the physical and contractual servicing of each Purchased Item to the Buyer or its designee within thirty (30) days of such termination of the Seller, or Servicer as the servicer. The Seller’s, or Servicer’s transfer of the Servicing Rights, Servicing Records and the physical and contractual servicing shall be in accordance with customary standards in the industry and such transfer shall include the transfer of the gross amount of all escrows held for the related mortgagors (without reduction for unreimbursed advances or “negative escrows”). (c) During the period the Seller or Servicer is servicing the Purchased Loans, (i) the Seller agrees that the Buyer is the owner of the Servicing Rights and all servicing records, including 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 any other obligation of the Seller to the Buyer. At all times during the term of this Repurchase Agreement, the Seller covenants to hold such Servicing Records in trust for the Buyer and to safeguard, or cause each Servicer to safeguard, such Servicing Records and to deliver them, or cause any such Servicer to deliver them to the extent permitted under the related Servicing Agreement promptly to the Buyer or its designee (including Custodian) at the Buyer’s request 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) 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 addressed and Agreement to the Servicer substantially in the form of Exhibit C hereto (a “Servicer Notice and agreed Agreement”) and shall cause the Servicer to acknowledge and agree to the same. Any successor or assignee of a Servicer shall be approved in writing by the Buyer and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor’s assumption of servicing obligations with respect to the related Purchased Mortgage Loans. Any transfer of servicing of Mortgage Loans to any Servicer in accordance with this Section 14.22(d), advising such Servicer of such matters as Buyer may reasonably requestshall be subject to the Buyer’s ownership and security interest in the Servicing Rights, (including, without limitation, recognition the security interest created under Section 4.01(b)), the Buyer’s security interest in any payments received or to be received by the Servicer Seller in connection with such transfer or to any payments of Buyer's interest in such Purchased Mortgage Loans and the Servicer's agreement that upon receipt of notice of an Event of Default from Buyer, it will follow the instructions of Buyer any kind with respect to the Purchased Mortgage Loans being serviced by the Servicer and any related Income such transfer shall be subject to the Buyer’s right to terminate the Servicing Agreement with respect theretosuch transferee and to cause such transferee to transfer the servicing rights to the Buyer’s designee, in each case as more particularly set forth in this Section 14.22(d). e. Upon (e) If the servicer of the Purchased Loans is the Seller or the Servicer is an Affiliate of the Seller, the Seller shall provide to the Buyer a letter from the Seller or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default hereunder that has not been waived, the Buyer may terminate any Servicing Agreement and in any event transfer servicing to the Buyer’s designee, at no cost or a material default under expense to the Buyer, it being agreed that the Seller will pay any and all fees required to terminate 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, as applicable, to terminate the Seller or any Servicers as servicer, respectively, of any Purchased Loans and any related Servicing Agreement. Upon any such termination, the Seller shall transfer or shall cause Servicer to transfer such servicing with respect to such Purchased Loans to the Buyer or its designee, at no cost or expense to the Buyer. The Seller agrees to cooperate with the Buyer in connection with the transfer of servicing. (g) After the Purchase Date for any Purchased Loan, 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 permit the Buyer from time to time to inspect the Seller’s or its Affiliate’s servicing facilities, as the case may be, for the purpose of satisfying the Buyer that the Seller or its Affiliate, as the case may be, has the ability to service the Purchased Loans as provided in this Repurchase Agreement. (i) The Buyer shall have the right to immediately terminate the Servicer's right to service the Purchased Mortgage Loans under the Servicing Agreement without payment of any penalty or termination fee. Seller and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible discretion to Seller for managing or servicing any such Purchased Mortgage Loan has failed appoint a third party to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities due diligence with respect to the Purchased Mortgage Loans, Seller’s servicing facilities at any time. The Seller shall promptly notify 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 satisfying the Buyer that the Seller or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Repurchase Agreement. In addition, 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 and to cause such Servicer to cooperate with the Buyer and/or its designees in connection with any due diligence performed by the Buyer and/or such designees in accordance with this Section 14.22(i). The Seller and the Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by the Buyer in connection with any due diligence or inspection performed pursuant to this Section 14.22(i) shall be paid by the Buyer.

Servicing. a. (a) Seller covenants to maintain or cause the servicing of the Transaction Assets to be maintained in conformity with accepted and prudent servicing practices in the industry for the same type of loans as the Transaction Assets and in a manner at least equal in quality to the servicing Seller provides for assets similar to the Transaction Assets which Seller owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts between Buyer and Seller, on Buyer's behalf, each such servicing contract shall contract with Servicer to, or if Seller is terminate automatically upon the Servicer, Seller shall, service the Mortgage Loans consistent with the degree earliest of skill and care that Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. The Servicer shall (i) comply with all applicable Federal, State and local laws and regulationsan Event of Default, (ii) maintain the date on which all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and the Repurchase Obligations have been paid in full or (iii) the transfer of servicing approved by Seller. (b) If any of the Transaction Assets are serviced by Seller, (i) Seller agrees that Buyer is the collateral assignee of all servicing records, including but not impair the rights limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of Buyer in computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any Mortgage Loans other records relating to or any payment thereunder. Buyer may terminate evidencing the servicing of the Transaction Asset (the “Servicing Records”), and (ii) Seller grants Buyer a security interest in all servicing fees and rights relating to the Transaction Assets and all Servicing Records to secure the obligation of Seller or its designee to service in conformity with this Section and any Mortgage Loan with other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the then-existing servicer in accordance with Section 12(eCustodian) hereofat Buyer's request. b. (c) If the Transaction Assets are serviced by Servicer, Seller (i) shall provide a copy of the servicing agreement to Buyer, which shall be in form and substance acceptable to Buyer (the “Servicing Agreement”), and (ii) shall provide a Servicer Notice to the Servicer substantially in the form of Exhibit G hereto (a “Servicer Notice”) and shall cause the Servicer to hold acknowledge and agree to the same. Any successor or cause assignee of a Servicer shall be approved in writing by Buyer and shall acknowledge and agree to be held all escrow funds collected by a Servicer Notice prior to such successor's assumption of servicing obligations with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such funds were collectedTransaction Assets. c. (d) For the avoidance of doubt, Seller shall cause not retain any economic rights to the servicing other than Seller's rights, if any, under the Servicing Agreement. As such, Seller expressly acknowledges that the Transaction Assets are sold to Buyer on a “servicing released” basis with such servicing retained by Seller or, if the relevant Transaction Asset is serviced by a Servicer, the Servicer 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, respect of 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 remittance is to occurTransaction Asset. d. Upon Buyer's request(e) If the servicer of the Transaction Assets is Seller, Seller shall provide promptly to Buyer (i) 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 such Purchased Mortgage Loans and letter from Seller or the Servicer's agreement , as the case may be, to the effect that 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 and any related Income with respect thereto. e. Upon the occurrence of an Event of Default hereunder Default, Buyer may terminate any Servicing Agreement and in any event transfer servicing to Buyer's designee, at no cost or a material default expense to Buyer, it being agreed that Seller will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of Buyer. (f) After the Purchase Date, until the rights to the Transaction Assets under the Servicing AgreementTransaction Documents are relinquished by the Custodian, Buyer shall Seller will have the no right to immediately terminate modify or alter the Servicerterms of such Transaction Assets and Seller will have no obligation or right to repossess such Transaction Assets or substitute another Transaction Asset, except as provided in the Custodial Agreement. (g) In the event Seller is servicing the Transaction Assets, Seller shall permit Buyer from time to time to inspect Seller's 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 Purchased Mortgage Loans under the Servicing Agreement without payment of any penalty or termination fee. Seller and the Servicer shall cooperate Transaction Assets as provided in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretionthis Agreement. f. If Seller should discover that, for any reason whatsoever, (h) At all times when Seller or any entity responsible to Seller for managing or a Servicer is servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage LoansTransaction Asset, Seller shall promptly notify Buyercause such party to deliver to Buyer a monthly servicing update in such form as Buyer may reasonably require.

Servicing. a. Seller, on Buyer's behalf, shall contract with Servicer to, or if (a) Seller is the Servicer, Seller shall, service the Mortgage Loans consistent with the degree of skill and care Buyer agree that Seller customarily requires all Servicing Rights with respect to similar Mortgage the Purchased Loans owned or managed are being transferred hereunder to Buyer on the applicable Purchase Date and such Servicing Rights shall be transferred by it Buyer to Seller upon Seller’s payment of the Repurchase Price for such applicable Purchased Loan. Notwithstanding the purchase and in accordance with Accepted sale of the Purchased Loans and Servicing Practices. The Servicer Rights hereby, Seller or, upon request of Seller, any third party servicer approved by Buyer shall (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it be granted a revocable license to perform its servicing responsibilities hereunder and (iii) not impair exercise the rights of Buyer in any 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. b. Seller shall cause the Servicer to hold or cause to be held all escrow funds collected by Servicer Servicing Rights with respect to any the Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for 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 such funds were collected. c. Seller license shall cause be deemed automatically revoked upon the Servicer to deposit all collections received by Servicer on occurrence and during the Purchased Mortgage Loans in the Collection Account no later than the 5th Business Day following receiptcontinuance of an Event of Default); provided, however, that any amounts required the obligations of Seller or such third party to be remitted service the Purchased Loans shall cease, at Seller’s option, upon the payment by Seller to Buyer of the Repurchase Price therefor. Seller shall be deposited service or cause the servicer to service the Purchased Loans pursuant to this Agreement in accordance with Accepted Servicing Practices approved by Buyer in the Collection Account on or exercise of its reasonable business judgment and maintained by other prudent mortgage lenders with respect to senior interests in mortgage loans similar to the Purchased Loans. Seller shall obtain the written consent of Buyer prior to the day on appointing any third party servicer for a Purchased Loan, which consent shall not be unreasonably withheld or delayed so long as such remittance servicer is to occurrated not lower than “Average” by Standard & Poor’s Ratings Services in its ratings of primary servicers. d. (b) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements (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 Loans (the “Servicing 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 Seller or its designee to service in conformity with this Section and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records which are in Seller’s possession and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request. (c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Loans on a servicing released basis or (ii) terminate the Seller or any servicer of the Purchased Loans with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ or permit a servicer to employ sub-servicers to service the Purchased Loans without the prior written approval of Buyer's request, which consent shall not be unreasonably withheld or delayed so long as such sub-servicer is rated not lower than “Average” by Standard & Poor’s Ratings Services in its ratings of primary servicers. If the Purchased Loans are serviced by a sub-servicer to Seller, Seller shall provide promptly to Buyer (i) a Servicer Notice addressed to irrevocably assign all rights, title 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 the Servicing Agreements in the Purchased Mortgage Loans to Buyer. (e) Seller shall cause any sub-servicers engaged by Seller to execute a letter agreement with Buyer acknowledging Buyer’s security interest, agreeing that it shall deposit all Income with respect to the applicable Purchased Loan(s) in the Cash Management Accounts and the Servicer's agreement acknowledging that upon receipt of notice the occurrence and during the continuance of an Event of Default from Buyer, it will follow Buyer may terminate such sub-servicer without the instructions of Buyer with respect requirement to the Purchased Mortgage Loans and pay any related Income with respect theretotermination or similar fee. e. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreement, Buyer shall have the right to immediately terminate the Servicer's right to service the Purchased Mortgage Loans under the Servicing Agreement without (f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any penalty or termination fee. Seller Transaction and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretionthis Agreement. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify Buyer.

Servicing. a. Seller, (a) The parties hereto agree and acknowledge that the Purchased Assets are sold to Purchaser on Buyer's behalf, shall contract with Servicer to, or if Seller a “servicing released” basis and Purchaser is owner of all Servicing Rights so long as the ServicerPurchased Assets are subject to this Agreement. Notwithstanding the foregoing, Seller shall, service the Mortgage Loans consistent with the degree of skill and care that Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. The Servicer shall be granted a revocable license (which license shall automatically be revoked (i) comply with all applicable Federal, State and local laws and regulations, every thirty (30) days unless Purchaser provides written notice to Seller that such license is extended for another thirty (30) days or (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the rights of Buyer in any 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. b. Seller shall cause the Servicer to hold or cause to be held all escrow 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 funds were collected. c. Seller shall cause the Servicer 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 amounts required to 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 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 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 Mortgage Loans and any related Income with respect thereto. e. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreement, Buyer shall have the right Default) to immediately terminate the Servicer's right cause Servicer to service the Purchased Mortgage Loans Assets, and Seller shall, at Seller’s sole cost and expense, cause Servicer to service the Purchased Assets in accordance with the Servicing 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 Asset without first having given prior notice thereof to Purchaser in each such instance and receiving the prior written consent of Purchaser. (b) The obligation of Servicer (or Seller to cause Servicer) to service any of the Purchased Assets shall cease, at Purchaser’s option, upon the earliest of (i) Purchaser’s termination of Servicer in accordance with Article 29(c), (ii) Purchaser not extending Seller’s revocable license in accordance with Article 29(a) or (iii) the transfer of servicing to any other Servicer (approved in accordance with the definition of Servicer) and the assumption of such servicing by such other Servicer (approved in accordance with the definition of 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 Assets to another Servicer approved by Purchaser as expeditiously as possible. (c) Purchaser may, in its sole and absolute discretion, terminate Servicer or any sub-servicer with respect to any Purchased Asset (i) upon the occurrence of a default by Servicer under the Servicing Agreement or any applicable Servicer Letter or (ii) during the continuance of an Event 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 no Event of Default has occurred and is continuing), Purchaser shall not exercise its right to terminate Servicer so long as Seller (x) removes such Servicer and identifies a replacement servicer acceptable to Purchaser within five (5) Business Days of such default and (y) enters into a Servicing Agreement and, if applicable, a Servicer Letter with such replacement servicer acceptable to Purchaser within sixty (60) calendar days of such default. (d) Seller shall not, and shall not permit Servicer to, employ any other sub-servicers to service the Servicer Purchased Assets without the prior written approval of Purchaser. If the Purchased Assets are serviced by a sub-servicer, Seller shall cooperate irrevocably assign all rights, title and interest in transferring the servicing of agreements with such sub-servicer to Purchaser. (e) Seller shall cause Servicer and any sub-servicer to service the Purchased Mortgage Loans Assets in accordance with Accepted Servicing Practices. In the event Purchaser is not a party to a successor servicer appointed by Buyer in its sole discretion. f. If Seller should discover that, for any reason whatsoeverthe Servicing Agreement, Seller or shall cause Servicer and any entity responsible sub-servicers engaged by Seller to Seller for managing or servicing any such 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 Mortgage Loan has failed Assets and agreeing to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities remit all Income received with respect to the Purchased Mortgage LoansAsset 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 related 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 promptly notify Buyerbe solely the responsibility of Seller and shall be subordinate to payment of amounts outstanding and due to Purchaser under the Transaction Documents.

Servicing. a. Seller, on Buyer's ’s behalf, shall contract with Servicer to, or if Seller is the Servicer, Seller shall, interim service the Mortgage Loans consistent with the degree of skill and care that Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. The Servicer shall (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 and (iii) not impair the rights of Buyer in any 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. b. Seller shall, or shall cause the Servicer to to, hold or cause to be held all escrow 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 funds were collected. c. Seller shall, or shall cause the Servicer to to, deposit all collections Income, excluding any prepayments in full as set forth in Section 7(d), received by Servicer on the Purchased Mortgage Loans Assets in the Collection Account no later than the 5th fifth (5th) Business 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 remittance is to occur. Any such amounts deposited in the Collection Account shall then be remitted to the 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. Upon Buyer's requestIf any Mortgage Loan that is proposed to be sold on a Purchase Date is serviced by a servicer other than Seller, or if the servicing of any Purchased Mortgage Loan is to be transferred from Seller to a Servicer other than Seller, Seller shall shall, prior to such Purchase Date or servicing transfer date, as applicable, provide promptly to Buyer (i) a Servicer Notice addressed to and agreed to by the Servicer of the related Purchased Mortgage LoansServicing Agreement and a servicer notice or letter agreement, advising executed by Buyer, Seller and such Servicer of such matters as Buyer may reasonably request(each, includinga “Servicer Side Letter”), without limitation, recognition by the Servicer of Buyer's interest in such Purchased Mortgage Loans form 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 substance substantially similar to the Purchased Mortgage Loans and any related Income with respect theretoExhibit F hereto. e. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreement, The Buyer shall have the right to immediately terminate the Servicer's ’s right to service the Purchased Mortgage Loans under the Servicing Agreement without payment of any penalty or termination fee. Seller and the Servicer shall cooperate in transferring the servicing and all Records of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's ’s obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify 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 (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. Upon termination, the Servicer shall transfer servicing, including, without limitation, delivery of all servicing files to the designee of the Buyer. The Servicer’s delivery of servicing files shall be in accordance with Accepted Servicing Practices. The Seller and Servicer shall have no right to select a subservicer or successor servicer. After the servicing terminates and until the servicing transfer date, the Servicer shall service the 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, (i) provide Buyer with the related Servicing Agreement pursuant to which such subservicer shall service such Mortgage Loans, 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. 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 shall also have the right to obtain copies of all Records and files of the Servicer relating to the Purchased Assets, including all documents relating to the Purchased Mortgage Loans and the servicing thereof.

Servicing. a. Seller, on Buyer's behalf, shall contract with Servicer to, or if (a) Seller is the Servicer, Seller shall, service the Mortgage Loans consistent with the degree of skill and care Buyer agree that Seller customarily requires all Servicing Rights with respect to similar Mortgage the Purchased Loans owned 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, Seller or, upon request by Seller, Servicer shall be granted a revocable license to exercise the Servicing Rights with respect to the Purchased Loans for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or managed hypothecate a Purchased Loan prior to the Repurchase Date pursuant to Section 8, Buyer’s assigns (which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default); provided, however, that the obligations of Seller or Servicer to service the Purchased Loans shall cease, at Seller’s option, upon the payment by it and Seller to Buyer of the Repurchase Price therefor. Seller shall cause Servicer to service the Purchased Loans pursuant to the Servicing Agreement, in each case, in accordance with Accepted Servicing Practices. The Servicer Seller shall (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 and (iii) not impair obtain the rights written consent of Buyer in prior to appointing any Mortgage Loans third party Servicer for a Purchased Loan or entering into any Servicing Agreement with a Servicer (other than the initial Servicing Agreement with Midland Loan Services as initial Servicer). (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 thereunder. Buyer may terminate history records, and any other records relating to or evidencing the servicing of any Mortgage Loan with Purchased Loans (collectively, the then-existing servicer “Servicing Records”) so long as the Purchased Loans are subject to this Agreement. Seller grants Buyer a security interest in accordance with Section 12(e) hereof. b. all servicing fees and rights relating to the Purchased Loans and all Servicing Records to secure the obligation of the Seller shall cause the or Servicer to hold or cause service in conformity with this Section and any other obligation of Seller to be held all escrow funds collected by Servicer with respect Buyer. Seller covenants to any Purchased Mortgage Loans safeguard such Servicing Records which are in trust accounts Seller’s possession and shall apply the same for the purposes for which such funds were collected. c. Seller shall cause the Servicer 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 amounts required to 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 deliver them promptly to Buyer or its designee (iincluding the Custodian) a Servicer Notice addressed to at Buyer’s request. (c) Upon the occurrence and agreed to by during 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 Servicer's agreement that upon receipt of notice continuance of an Event of Default from BuyerDefault, it will follow the instructions of Buyer with respect may, in its sole discretion, (i) sell its right to the Purchased Mortgage Loans and on a servicing released basis or (ii) terminate any related Income Seller or Servicer of the Purchased Loans with respect thereto. e. Upon or without cause, in each case without payment of any termination fee to the occurrence of an Event of Default hereunder or a material default under extent provided in the Servicing Agreement, Buyer . (d) Seller shall have the right not employ or permit Servicer to immediately terminate the Servicer's right employ sub-servicers to service the Purchased Mortgage Loans under without the Servicing Agreement without payment prior written approval of any penalty or termination fee. Seller and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretiondiscretion except to the extent permitted in the Servicing Agreement. f. If Seller should discover that, for (e) The payment of servicing fees under any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Servicing Agreement shall be solely the obligation of Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify Buyer.

Servicing. a. Seller, on Buyer's behalf, (a) Each servicer of any Purchased Asset (including the Primary Servicer) shall contract with Servicer to, or if Seller is the Servicer, Seller shall, service the Mortgage Loans consistent with Assets for the degree benefit of skill Buyer and care that Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject to the prior written approval of Buyer. Seller customarily requires with respect shall cause each such servicer (including the Primary Servicer) to similar Mortgage Loans owned or managed by it service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices. The Servicer shall (i) comply with all applicable Federal; provided that, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the rights without prior written consent of Buyer in any Mortgage Loans or any payment thereunder. Buyer may terminate its sole discretion as required by Article 7(d) no servicer (including the servicing Primary Servicer) of any Mortgage Loan with of the then-existing servicer in accordance with Section 12(e) hereof. b. Seller Purchased Assets shall cause the Servicer to hold or cause to be held all escrow funds collected by Servicer take any action with respect to any Purchased Mortgage Loans Asset described in trust accounts and shall apply the same for the purposes for which such funds were collectedArticle 7(d) other than pursuant to a Revocable Option. c. (b) Seller shall cause agrees that Buyer is the Servicer to deposit owner of all collections received by Servicer on the Purchased Mortgage Loans in the Collection Account no later than the 5th Business Day following receipt; providedservicing records, howeverincluding, that but not limited to, any amounts required to 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 and all servicing agreements (i) 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 Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuations, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Records”), so long as the Purchased Assets are subject to this Agreement. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee at Buyer’s request. (c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis and/or (ii) terminate Seller (as the servicer), Primary Servicer or any other servicer or sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer's , in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a direct agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall transfer all Income with respect to the Purchased Assets in accordance with the applicable Servicing Agreement and so long as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to Seller and each such Purchased Mortgage Loans and the Servicer's agreement that upon receipt of notice servicer of an Event of Default from under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyer. (e) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement. (f) For the avoidance of doubt, it will follow Seller retains no economic rights to the instructions of Buyer with respect servicing, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Mortgage Loans and any related Income Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with respect thereto. e. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreement, Buyer shall have the right to immediately terminate such servicing retained by the Servicer's right to service the Purchased Mortgage Loans under the Servicing Agreement without payment of any penalty or termination fee. Seller and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify Buyer.

Servicing. a. (a) Master Seller, on Buyer's behalfbehalf of itself and each Series Seller, shall contract with Servicer to, or if Seller is the Servicer, Seller shall, service the Mortgage Loans consistent with the degree of skill and care Buyer agree that Seller customarily requires all Servicing Rights with respect to similar Mortgage the Purchased Loans owned will be transferred hereunder to Buyer on the applicable Purchase Date and such Servicing Rights shall be transferred by Buyer to Master Seller or managed by it 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 in accordance with Accepted Servicing Practices. The Servicer each Series Seller, shall (i) comply with be entitled to exercise 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 and (iii) not impair the rights of Buyer in any 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. b. Seller shall cause the Servicer to hold or cause to be held all escrow funds collected by Servicer discretion with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such funds were collected. c. Seller shall cause directions or consents to be given to the Servicer to deposit all collections received by Servicer on of the Purchased Mortgage 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 the Collection Account no later than the 5th Business Day following receiptits 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 amounts 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 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 Rights with respect to any Purchased Loans 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 required to enter into a Servicer Notice and Agreement. Master Seller shall cause the Purchased Loans to be remitted 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. (b) Master Seller, on behalf of itself and each Series Seller, agrees that Buyer is the owner of all servicing records, including but not limited to Seller’s rights in and 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 (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 any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records (if any are in Seller’s possession) and to deliver them promptly to Buyer shall be deposited or its designee (including the Custodian) upon the occurrence and during the continuance of an Event of Default. (c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole and absolute discretion, subject to Section 13 and any terms 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 applicable Servicing Agreements approved by Buyer (i) in the case of a Facility Event of Default, sell its rights to any or all of 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 Notice addressed to and agreed to by 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 sub-servicer, if any, for the affected Purchased Loan(s)), with or without cause, in each case without payment of any termination 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 related Purchased Mortgage Loanssuccessor servicer, advising including requiring such Servicer of to (i) promptly transfer all data in its possession relating to the applicable Purchased Loans to the successor servicer in such matters electronic format as Buyer the successor servicer may reasonably request, including(ii) promptly transfer to the successor servicer, without limitationBuyer or Buyer’s designee, recognition by the Purchased Loan File and all other files, records, correspondence and documents in its possession relating to the applicable Purchased Loans and (iii) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and/or Buyer to comply with any applicable so-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 of the applicable Purchased Loans. Seller agrees that if either Seller or any such Servicer fails to cooperate with Buyer or any successor servicer in effecting the termination of Buyer's interest in such Servicer as servicer of any Purchased Loan or the transfer of all authority to service such Purchased Mortgage Loans Loan to such successor servicer in accordance with the terms hereof 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 Mortgage Loans and any related Income with respect thereto. e. Upon the occurrence of an Event of Default hereunder or a material default under the applicable Servicing Agreement, Buyer shall have be entitled to injunctive relief. (d) If Servicer is an Affiliate of Seller or Sponsor, the right to immediately terminate the Servicer's right to service the Purchased Mortgage Loans under the Servicing Agreement without payment of servicing fees shall be subordinate to payment of amounts outstanding under any penalty or termination fee. Seller Transaction and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretionthis Agreement. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify Buyer.

Servicing. a. Seller(a) Notwithstanding the purchase and sale of the Purchased Loans hereby, on Seller or Sponsor or any other third party servicer approved by Buyer shall continue to service the Purchased Loans 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, Buyer's behalf, shall contract with Servicer to, or if Seller is the Servicer, Seller shall, service the Mortgage Loans consistent with the degree of skill and care that Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. The Servicer shall (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 and (iii) not impair the rights of Buyer in any 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. b. Seller shall cause the Servicer to hold or cause to be held all escrow 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 funds were collected. c. Seller shall cause the Servicer to deposit all collections received by Servicer on the Purchased Mortgage Loans in the Collection Account no later than the 5th Business Day following receiptassigns; provided, however, that the obligations of Seller or Sponsor to service any amounts required of the Purchased Loans shall cease, at Seller's option, upon the payment by Seller to Buyer of the Repurchase Price therefor. In connection therewith, Seller shall be entitled to exercise all discretion with respect to the servicing of the Purchased Loans; provided that Seller shall not effect a Significant Purchased Loan Modification without the consent of Buyer, such consent not to be remitted unreasonably withheld, conditioned or delayed. Seller shall service or cause the servicer to service the Purchased Loans in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage lenders with respect to mortgage loans similar to the Purchased Loans. (b) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements (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 Loans (the "Servicing 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 Seller or its designee to service in conformity with this Section and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer shall be deposited in or its designee (including the Collection Account on or prior to the day on which such remittance is to occur. d. Upon Custodian) at Buyer's request, Seller shall provide promptly to Buyer . (ic) a Servicer Notice addressed to Upon the occurrence and agreed to by during 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 Servicer's agreement that upon receipt of notice continuance of an Event of Default from Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Loans on a servicing released basis or (ii) terminate the Seller or any sub-servicer of the Purchased Loans with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers (other than the Sponsor) to service the Purchased Loans without the prior written approval of Buyer. If the Purchased Loans are serviced by a sub-servicer, Seller shall irrevocably assign all rights, title and interest in the Servicing Agreements in the Purchased Loans to Buyer. (e) Seller shall cause any sub-servicers engaged by Seller to execute a letter agreement with Buyer acknowledging Buyer's security interest and agreeing that it will follow the instructions of Buyer shall deposit all Income with respect to the Purchased Mortgage Loans and any related Income with respect theretoin the Cash Management Account. e. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreement, Buyer shall have the right to immediately terminate the Servicer's right to service the Purchased Mortgage Loans under the Servicing Agreement without (f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any penalty or termination fee. Seller Transaction and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretionthis Agreement. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify Buyer.

Servicing. a. Seller, (a) The parties hereto agree and acknowledge that the Purchased Assets will be sold by Seller to Buyer on Buyer's behalf, shall contract with Servicer to, or if Seller is a servicing released basis. In furtherance of the Servicerforegoing, Seller shalland Buyer hereby agree and confirm that from and after the date hereof, service only such Servicing Agreements that have been approved by Buyer shall govern the Mortgage Loans consistent with servicing of the degree of skill Purchased Assets and care that any prior agreement between Seller customarily requires and any other Person or otherwise with respect to similar Mortgage Loans owned or managed by it and such servicing is hereby superseded in accordance with Accepted Servicing Practicesall respects. The Provided that Buyer shall have received a duly executed Servicer shall (i) comply with all applicable FederalAcknowledgement from Servicer, State and local laws and regulationsprior to an Event of Default, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the rights Seller may retain, on behalf of Buyer in any 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. b. Seller shall cause the Buyer, Servicer to hold or cause to be held all escrow funds collected by Servicer with respect to any service the Purchased Mortgage Loans in trust accounts and shall apply the same Assets for the purposes for which such funds were collected. c. Seller shall cause the Servicer to deposit all collections received by Servicer benefit of or on the Purchased Mortgage Loans in the Collection Account no later than the 5th Business Day following receiptbehalf of Buyer; provided, however, that the obligation of Servicer to service any amounts required to be remitted to Purchased Asset for the benefit of or on behalf of Buyer as aforesaid shall be deposited cease upon the repurchase of such Purchased Asset by Seller in accordance with the provisions of this Agreement or as otherwise provided in the Collection Account on or prior to the day on which such remittance is to occurServicer Acknowledgement. d. Upon (b) Seller agrees that, as between Seller and Buyer's request, 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 Records”) so long as the Purchased Assets are subject to this Agreement. Seller shall provide covenants to safeguard any such Servicing Records in Seller’s possession and to deliver them promptly to Buyer or its designee (iincluding Custodian) at Buyer’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) Seller shall cause Servicer to execute 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 Acknowledgement acknowledging Buyer's ’s interest in such the Purchased Mortgage Loans Assets and the Servicer's agreement Servicing Agreement and agreeing that upon receipt of notice of an Event of Default from BuyerServicer shall deposit or, it will follow the instructions of Buyer as applicable, shall cause to be deposited, all Income with respect to the Purchased Mortgage Loans and any related Income with respect theretoAssets in the Controlled Account, all in such manner as shall be reasonably acceptable to Buyer. e. (e) To the extent applicable, Seller shall cause the Servicing Agreement or the Servicing Acknowledgment to permit Buyer to inspect Servicer’s servicing facilities for the purpose of satisfying Buyer that Servicer has the ability to service such Purchased Asset as provided in this Agreement. (f) Buyer may, in its sole discretion if an Event of Default shall have occurred and be continuing, sell the Purchased Assets on a servicing released basis without payment of any termination fee or any other amount to Servicer. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreementhereunder, Buyer shall have the right immediately to immediately terminate the Servicer's ’s right to service the Purchased Mortgage Loans under the Servicing Agreement Assets without payment of any penalty or termination fee. Seller and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify Buyer.

Servicing. a. Seller, on Buyer's behalf, (a) The Issuer shall contract with cause all Mortgage Assets to be serviced by the Servicer to, (or if Seller is a replacement Servicer reasonably acceptable to the Servicer, Seller shall, service Majority of the Mortgage Loans consistent Controlling Class) in accordance with the degree Servicing Agreement (or a replacement Servicing Agreement reasonably acceptable to the Majority of skill and care that Seller customarily requires the Controlling Class), in each case in accordance with the Servicing Standard. The Issuer shall obtain the written consent of the Majority of the Controlling Class prior to appointing any replacement Servicer or entering into or amending or modifying any Servicing Agreement with respect to similar the Mortgage Loans owned Assets with a Servicer, which consent shall not be unreasonably withheld, conditioned or managed by it delayed. Upon the occurrence and continuance of an Event of Default, the Majority of the Controlling Class shall have the right to terminate the Servicer and the Servicing Agreement and appoint a replacement Servicer to service and administer the Mortgage Assets. In connection with the foregoing, the Issuer, the Trustee and the Collateral Agent shall reasonably cooperate with the Controlling Class in effecting such replacement and termination. (b) Subject to the Mortgage Asset Documents, the terms of the Servicing Agreement and the Servicing Standard, the Servicer shall have full power and authority, acting alone and/or through one or more Affiliates, vendors or other third parties for the performance of incidental services of the Servicer hereunder, such as performing inspections or monitoring insurance and/or taxes; provided that the Servicer shall remain obligated and liable to the Issuer for the servicing and administering of the Mortgage Assets in accordance with Accepted the provisions of the Servicing PracticesAgreement hereof without diminution of such obligation or liability by virtue of such contract. The Servicer shall (i) comply with be obligated to pay all applicable Federal, State fees and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the rights of Buyer in any Mortgage Loans or any payment thereunder. Buyer may terminate the servicing expenses of any Mortgage Loan with Affiliates, vendors or other third parties to which it has delegated or subcontracted any of its duties under the then-existing servicer in accordance with Section 12(e) hereofServicing Agreement out of its Servicing Fee. b. Seller shall cause (a) The Servicer may, at no cost to Issuer, enter into sub-servicing agreements with sub-servicers (so long as such sub-servicer is a Qualified Servicer and, so long as the Servicer Class A Loan is Outstanding, a Majority of the Holders of the Class A Loan approve such sub-servicer and sub-servicing agreement), to hold do or cause to be held done any and all escrow funds collected things in connection with such servicing and administration that it may deem, in its reasonable judgment, necessary or desirable; provided that the Servicer shall remain obligated and liable to the Issuer for the servicing and administering of the Mortgage Assets in accordance with the provisions of the Servicing Agreement without diminution of such obligation or liability by Servicer with respect virtue of such sub-servicing agreement and to any Purchased Mortgage Loans in trust accounts and shall apply the same for extent and under the purposes for which such funds were collected. c. Seller shall cause same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Assets. References in this Indenture and Credit Agreement and the related Servicing Agreement 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 amounts required actions taken or to 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 Notice addressed to and agreed to taken by the Servicer in servicing the Mortgage Assets include actions taken or to be taken by a sub-servicer on behalf of the Servicer. For purposes of this Indenture and Credit Agreement, the Servicer shall be deemed to have received any payment in respect of a Mortgage Asset when the applicable or related Purchased Mortgage Loans, advising sub-servicer receives such payment. The Servicer shall be obligated to pay all fees and expenses of such matters as Buyer may reasonably request, including, without limitation, recognition any sub-servicer out of its Servicing Fee. Any sub-servicing agreement entered into by Servicer (or a side letter agreement entered into by the Servicer of Buyer's interest in such Purchased Mortgage Loans Servicer, the applicable sub-servicer, the Issuer and the Servicer's agreement Class A Lender (for so long as the Class A Loan is Outstanding)) shall (x) conform to the provisions in this Section 17.1, (y) provide that it shall terminate automatically upon receipt the termination of notice the Servicer and (z) terminate, at the option of a Majority of the Controlling Class, upon the occurrence and continuance of an Event of Default from Buyer, it will follow the instructions of Buyer with respect to the Purchased Mortgage Loans and any related Income with respect theretohereunder. e. Upon (b) The Issuer and the occurrence of an Event of Default hereunder or a material default under Class A Lender hereby approve the Servicing Agreement. Except as otherwise expressly provided herein, Buyer the Issuer shall have the right to immediately terminate the Servicer's right to service the Purchased Mortgage Loans under not cause or permit the Servicing Agreement to be amended, modified or supplemented without payment the consent of any penalty or termination fee. Seller and the Servicer shall cooperate in transferring the servicing a Majority of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any Holders of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify BuyerControlling Class.

Servicing. a. Seller(a) The parties hereto agree and acknowledge that the Purchased Assets will be sold by Seller to Administrative Agent, on Buyer's behalfbehalf of Buyers, on a servicing released basis. In furtherance of the foregoing, Seller and Administrative Agent, on behalf of ▇▇▇▇▇▇, hereby agree and confirm that from and after the date hereof, only such Servicing Agreements that have been approved by Administrative Agent, on behalf of Buyers, shall contract with Servicer to, govern the servicing of the Purchased Assets and any prior agreement between Seller and any other Person or if Seller is the Servicer, Seller shall, service the Mortgage Loans consistent with the degree of skill and care that Seller customarily requires otherwise with respect to similar Mortgage Loans owned or managed by it and such servicing is hereby superseded in accordance with Accepted Servicing Practicesall respects. The Notwithstanding the foregoing, if Administrative Agent shall have received a duly executed Servicer shall (i) comply with all applicable FederalAcknowledgment from Servicer, State and local laws and regulationsprior to an uncured Event of Default, (ii) maintain all state and federal licenses necessary for it Seller may retain Servicer, on behalf of Administrative Agent, to perform its servicing responsibilities hereunder and (iii) not impair service the rights of Buyer in any 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. b. Seller shall cause the Servicer to hold or cause to be held all escrow funds collected by Servicer with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same Assets for the purposes for which such funds were collected. c. Seller shall cause the Servicer to deposit all collections received by Servicer benefit of or on the Purchased Mortgage Loans in the Collection Account no later than the 5th Business Day following receiptbehalf of Administrative Agent, on behalf of Buyers; provided, however, that the obligation of Servicer to service any amounts required Purchased Asset for the benefit of or on behalf of Administrative Agent, on behalf of Buyers, 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) Seller agrees that, as between Seller and Administrative Agent, on behalf of ▇▇▇▇▇▇, Administrative Agent, on behalf of ▇▇▇▇▇▇, is the owner of all servicing records, including but not limited to be remitted 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 Buyer or evidencing the servicing of Purchased Assets (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Seller covenants to safeguard any such Servicing Records in Seller’s possession and to deliver them promptly to Administrative Agent, on behalf of Buyers, or its designee (including Custodian) at Administrative Agent’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 Administrative Agent, on behalf of Buyers, which approval shall be deposited in Administrative Agent’s, sole discretion exercised in good faith. (d) Seller shall cause Servicer and any other sub-servicers engaged on behalf of Administrative Agent to execute a Servicing Agreement with Seller and Administrative Agent, on behalf of Buyers, or a Servicer Acknowledgment acknowledging Administrative Agent’s, on behalf of Buyers, interest 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 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 Assets and the Servicer's agreement Servicing Agreement and agreeing that upon receipt of notice of an Event of Default from Buyer, it will follow the instructions of Buyer Servicer and any sub-servicer (if applicable) shall deposit all Income with respect to the Purchased Mortgage Loans and any related Income with respect theretoAssets in the Blocked Account, all in such manner as shall be reasonably acceptable to Administrative Agent. e. Upon (e) To the extent applicable and otherwise permitted under the related Servicing Agreement, Seller shall cause Servicer to permit Administrative Agent, on behalf of Buyers, to inspect Servicer’s servicing facilities for the purpose of satisfying such party that Servicer has the ability to service such Purchased Asset as provided in this Agreement. (f) (i) Administrative Agent, on behalf of Buyers, may, in its sole discretion exercised in good faith if an Event of Default shall have occurred and be continuing, sell the Purchased Assets on a servicing released basis without payment of any termination fee or any other amount to Servicer, and (ii) to upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreementhereunder, Buyer Administrative Agent, on behalf of Buyers, shall have the right immediately to immediately terminate the Servicer's ’s right to service the Purchased Mortgage Loans under the Servicing Agreement Assets without payment of any penalty or termination fee. Seller and fee in accordance with the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretionAcknowledgment and Servicing Agreement. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify Buyer.

Servicing. a. Seller(a) The parties hereto agree and acknowledge that the Purchased Loans will be sold by Seller to Buyer on a servicing released basis. In furtherance of the foregoing, on Buyer's behalfthe 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 contract with Servicer to, govern the servicing of the Purchased Loans and any prior agreement between Seller and any other Person or if Seller is the Servicer, Seller shall, service the Mortgage Loans consistent with the degree of skill and care that Seller customarily requires otherwise with respect to similar Mortgage Loans owned or managed by it and such servicing is hereby superseded in accordance with Accepted all respects. Provided that Buyer shall have received a duly executed Servicing Practices. The Servicer shall (i) comply with all applicable FederalAcknowledgement from Servicer, State and local laws and regulationsprior to an Event of Default, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair Seller may retain, on behalf of the rights of Buyer in any 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. b. Seller shall cause Buyer, the Servicer to hold or cause to be held all escrow funds collected by Servicer with respect to any service the Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such funds were collected. c. Seller shall cause the Servicer to deposit all collections received by Servicer benefit of or on the Purchased Mortgage Loans in the Collection Account no later than the 5th Business Day following receiptbehalf of Buyer; provided, however, that the obligation of Servicer to service any amounts required to be remitted to Purchased Loan for the benefit of or on behalf of Buyer as aforesaid shall be deposited cease upon the repurchase of such Purchased Loan by Seller in accordance with the provisions of this Agreement or as otherwise provided in the Collection Account on or prior to the day on which such remittance is to occurServicing Acknowledgement. d. Upon (b) Seller agrees that, as between Seller and Buyer's request, 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 Records”) so long as the Purchased Loans are subject to this Agreement. Seller shall provide covenants to safeguard any such Servicing Records in Seller’s possession and to deliver them promptly to Buyer or its designee (iincluding the Custodian) at Buyer’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) Seller shall cause Servicer and any other sub-servicers engaged on behalf of Buyer to execute 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 Servicing Acknowledgement acknowledging Buyer's ’s interest in such the Purchased Mortgage Loans and the Servicer's agreement Servicing Agreement and agreeing that upon receipt of notice of an Event of Default from Buyer, it will follow the instructions of Buyer Servicer and any sub-servicer (if applicable) shall deposit all Income with respect to the Purchased Mortgage Loans and any related Income with respect theretoin the Blocked Account, all in such manner as shall be reasonably acceptable to Buyer. e. (e) To the extent applicable, Seller shall cause Servicer to permit Buyer to inspect Servicer’s servicing facilities for the purpose of satisfying Buyer that Servicer has the ability to service such Purchased Loan as provided in this Agreement. (f) Buyer may, in its sole discretion if an Event of Default shall have occurred and be continuing, sell the Purchased Loans on a servicing released basis without payment of any termination fee or any other amount to Servicer. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreementhereunder, Buyer shall have the right immediately to immediately terminate the Servicer's ’s right to service the Purchased Mortgage Loans under the Servicing Agreement without payment of any penalty or termination fee. Seller and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify Buyer.

Servicing. a. (a) Seller covenants to maintain or cause the servicing of the Transaction Assets to be maintained in conformity with accepted and prudent servicing practices in the industry for the same type of loans as the Transaction Assets and in a manner at least equal in quality to the servicing Seller provides for assets similar to the Transaction Assets which Seller owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts between Buyer and Seller, on Buyer's behalf, each such servicing contract shall contract with Servicer to, or if Seller is terminate automatically upon the Servicer, Seller shall, service the Mortgage Loans consistent with the degree earliest of skill and care that Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. The Servicer shall (i) comply with all applicable Federal, State and local laws and regulationsan Event of Default, (ii) maintain the date on which all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and the Repurchase Obligations have been paid in full or (iii) the transfer of servicing approved by Seller. (b) If any of the Transaction Assets are serviced by Seller, (i) Seller agrees that Buyer is the collateral assignee of all servicing records, including but not impair the rights limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of Buyer in computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any Mortgage Loans other records relating to or any payment thereunder. Buyer may terminate evidencing the servicing of the Transaction Asset (the “Servicing Records”), and (ii) Seller grants Buyer a security interest in all servicing fees and rights relating to the Transaction Assets and all Servicing Records to secure the obligation of Seller or its designee to service in conformity with this Section and any Mortgage Loan with other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the then-existing servicer in accordance with Section 12(eCustodian) hereofat Buyer’s request. b. (c) If the Transaction Assets are serviced by Servicer, Seller (i) shall provide a copy of the servicing agreement to Buyer, which shall be in form and substance acceptable to Buyer (the “Servicing Agreement”), and (ii) shall provide a Servicer Notice to the Servicer substantially in the form of Exhibit G hereto (a “Servicer Notice”) and shall cause the Servicer to hold acknowledge and agree to the same. Any successor or cause assignee of a Servicer shall be approved in writing by Buyer and shall acknowledge and agree to be held all escrow funds collected by a Servicer Notice prior to such successor’s assumption of servicing obligations with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such funds were collectedTransaction Assets. c. (d) For the avoidance of doubt, Seller shall cause not retain any economic rights to the servicing other than Seller’s rights, if any, under the Servicing Agreement. As such, Seller expressly acknowledges that the Transaction Assets are sold to Buyer on a “servicing released” basis with such servicing retained by Seller or, if the relevant Transaction Asset is serviced by a Servicer, the Servicer 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, respect of 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 remittance is to occurTransaction Asset. d. Upon Buyer's request(e) If the servicer of the Transaction Assets is Seller, Seller shall provide promptly to Buyer (i) 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 such Purchased Mortgage Loans and letter from Seller or the Servicer's agreement , as the case may be, to the effect that 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 and any related Income with respect thereto. e. Upon the occurrence of an Event of Default hereunder Default, Buyer may terminate any Servicing Agreement and in any event transfer servicing to Buyer’s designee, at no cost or a material default expense to Buyer, it being agreed that Seller will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of Buyer. (f) After the Purchase Date, until the rights to any Transaction Assets under the Servicing AgreementTransaction Documents are relinquished by the Custodian, Buyer shall Seller will have the no right to immediately terminate modify or alter the Servicer's terms of such Transaction Assets and Seller will have no obligation or right to repossess such Transaction Assets or substitute another Eligible Transaction Asset, except as provided in the Custodial Agreement. (g) In the event Seller is servicing the Transaction Assets, Seller shall permit Buyer from time to time to inspect Seller’s or its Affiliate’s servicing facilities, as the case may be, for the purpose of satisfying Buyer that Seller or its Affiliate, as the case may be, has the ability to service the Purchased Mortgage Loans under the Servicing Agreement without payment of any penalty or termination fee. Seller and the Servicer shall cooperate Transaction Assets as provided in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretionthis Agreement. f. If Seller should discover that, for any reason whatsoever, (h) At all times when Seller or any entity responsible to Seller for managing or a Servicer is servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage LoansTransaction Asset, Seller shall promptly notify Buyercause such party to deliver to Buyer a monthly servicing update in such form as Buyer may reasonably require.

Servicing. a. Seller(1) Pursuant to the Servicing Agreement, Seller Parties, on Buyer's Administrative Agent’s and Buyers’ behalf, shall contract have contracted with Servicer to, or if Seller is the Servicer, Seller shall, to service the Purchased Mortgage Loans and REO Properties consistent with the degree of skill and care that Seller Parties customarily requires require with respect to similar Mortgage Loans and REO Properties owned or managed by it and in accordance with Accepted Servicing Practices. The Seller Parties and Servicer shall (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 and (iii) not impair the rights of Buyer Administrative Agent and Buyers in any Mortgage Loans and REO Properties or any payment thereunder. Buyer Administrative Agent may terminate the servicing of any Mortgage Loan or REO Property with the then-existing then‑existing servicer in accordance with Section 12(e12(a)(5) hereof. b. (2) Seller Parties shall and shall cause the Servicer to hold or cause to be held all escrow funds collected by Seller Parties and Servicer with respect to any Purchased Mortgage Loans and REO Properties in trust accounts and shall apply the same for the purposes for which such funds were collected. c. (3) Seller Parties shall and shall cause the Servicer to deposit all collections received by Servicer on the Purchased Mortgage Loans and REO Property in the Collection Account no later than the 5th Business 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 remittance is to occuraccordance with Section 7 hereof. d. Upon Buyer's request, (4) Seller Parties shall provide promptly to Buyer (i) Administrative Agent a Servicer Notice and Pledge addressed to and agreed to by the Servicer of the related Purchased Mortgage LoansLoans and REO Properties, advising such Servicer of such matters as Buyer Administrative Agent may reasonably request, including, without limitation, recognition by the Servicer of Buyer's Administrative Agent’s and Buyers’ interest in such Purchased Mortgage Loans and REO Properties and the Servicer's ’s agreement that upon receipt of notice of an Event of Default from BuyerAdministrative Agent, it will follow the instructions of Buyer Administrative Agent with respect to the Purchased Mortgage Loans and REO Properties and any related Income with respect thereto. e. (5) Upon the occurrence and continuation of an Event of Default hereunder or a material default under the Servicing Agreementhereunder, Buyer Administrative Agent shall have the right to immediately terminate the Servicer's ’s right to service the Purchased Mortgage Loans under the Servicing Agreement and REO Properties without payment of any penalty or termination feefee under the Servicing Agreement. Seller Parties and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans and REO Properties to a successor servicer appointed by Buyer Administrative Agent on behalf of Buyers in its sole discretion. For the avoidance of doubt, any termination of the Servicer’s rights to service by the Administrative Agent as a result of an Event of Default shall be deemed part of an exercise of the Administrative Agent’s rights to cause the liquidation, termination or acceleration of this Agreement. f. (6) If Seller Parties should discover that, for any reason whatsoever, Seller Parties or any entity responsible to Seller Parties for managing or servicing any such Purchased Mortgage Loan or REO Property has failed to perform fully Seller's Seller Parties’ obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage LoansLoans and REO Properties, Seller Parties shall promptly notify BuyerAdministrative Agent.

Servicing. a. Seller26.1 Notwithstanding the purchase and sale of the Purchased Loans hereby, on subject to Section 26.3, the Servicer shall continue to service the Purchased Loans for the benefit of the Buyer and, if the Buyer shall exercise its rights to pledge or hypothecate the Purchased Loans prior to the Termination Date pursuant to Section 7, the Buyer's behalf’s assigns. Seller shall service or cause the Servicer to service the Purchased Loans in accordance with Accepted Servicing Practices. 26.2 Seller agrees that the Buyer owns all of the servicing records, shall contract with Servicer toincluding but not limited to any and all servicing agreements (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 if evidencing the servicing of Purchased Loans (the “Servicing Records”) so long as the Purchased Loans are subject to this Agreement. To the extent that Seller is the Servicer, Seller shallgrants the Buyer a security interest in all servicing fees and rights relating to the Purchased Loans and all Servicing Records to secure the obligation of Seller or its designee to service in conformity with this Section and any other obligation of Seller to the Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to the Buyer or its designee (including the Custodian) at the Buyer’s request. 26.3 Upon the occurrence and continuance of an Event of Default, service the Mortgage Loans consistent with the degree of skill and care that Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and Buyer may, in accordance with Accepted Servicing Practices. The Servicer shall its sole discretion, (i) comply with all applicable Federal, State and local laws and regulationssell its right to the Purchased Loans on a servicing-released basis, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder if Seller (or any Affiliate of Seller) is the Servicer, terminate the Servicer of the Purchased Loans, with or without cause, in each case without payment of any termination fee and (iii) not impair if the Purchased Loans are serviced by a third-party Servicer, terminate, or otherwise exercise such rights of Buyer in any Mortgage Loans or any payment thereunder. Buyer may terminate with respect to, the servicing of any Mortgage Loan with the then-existing servicer Servicer in accordance with Section 12(e) hereofthe applicable Servicing Agreement. b. 26.4 With respect to each Purchased Loan, Seller hereby irrevocably assigns to the Buyer all of Seller’s right, title and interest in, to and under the applicable Servicing Agreement. 26.5 Seller shall cause each Servicer engaged by Seller to execute a servicer notice and agreement in the form of Exhibit IX attached hereto (a “Servicer Notice and Agreement”), pursuant to hold or cause to be held all escrow 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 funds were collected. c. Seller shall cause the Servicer (i) agrees to deposit all collections received by Servicer on the Purchased Mortgage Loans Income in the Collection Account no later than the 5th Business 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 remittance is to occur. d. Upon Buyer's request, Seller shall provide promptly to Buyer (i) 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 such Purchased Mortgage Loans 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 Mortgage Loans and any related Income with respect thereto. e. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreement, Buyer shall have the right to immediately terminate the Servicer's right to service the Purchased Mortgage Loans under the Servicing Agreement without payment of any penalty or termination fee. Seller and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed serviced by Buyer in its sole discretionit directly into the Cash Management Account and (ii) acknowledges the Buyer’s rights under Section 26.2, Section 26.3 and Section 26.4 of this Agreement. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify Buyer.

Servicing. a. Seller(a) Pursuant to Section 2, on Buyer's behalfthe Company, in its role as collection agent hereunder, shall contract allocate and remit funds received from Customers for the benefit of the Initial Bond Issuer, the Initial Bond Trustee, the Additional Bond Issuer, the Additional Bond Trustee, the Buyer and the Receivables Purchasers, respectively, and shall control the movement of such funds out of the Deposit Accounts in accordance with Servicer tothe terms of this Agreement. To the extent permitted under the Initial Indenture, the Additional Indenture or the Receivables Purchase Agreement, the Company may appoint a successor servicer or sub-servicer to act in any of its respective capacities under this Agreement so long as such successor servicer or sub-servicer has executed joinder documentation agreeing to act in such capacity and to be bound by the terms of this Agreement. (b) In the event that the Initial Bond Trustee is entitled to and desires to exercise its right, pursuant to the Initial Bond Agreements, to replace the Company as Initial Property Servicer, in the event that the Additional Bond Trustee is entitled to and desires to exercise its right, pursuant to the Additional Bond Agreements, to replace the Company as Additional Property Servicer, or if Seller is in the event that the Receivables Purchasers are entitled to and desire to exercise their right to replace the Company as Receivables Servicer, Seller shalland therefore to terminate the role of the Company as the Initial Property Servicer, service as the Mortgage Loans consistent Additional Property Servicer or as Receivables Servicer, as applicable, hereunder, the party desiring to exercise such right shall promptly give written notice to the other parties hereto (the “Servicer Notice”) in accordance with the degree notice provisions of skill this Agreement and care that Seller customarily requires consult with the other parties with respect to similar Mortgage Loans owned the person or managed entity (“Person”) who would replace the Company in its capacity as Initial Property Servicer, as Additional Property Servicer or as Receivables Servicer. Any successor to the Company in any of such capacities shall be agreed to by it the Initial Bond Trustee, the Additional Bond Trustee and in accordance with Accepted the Administrative Agent within ten (10) Business Days of the date of the Servicer Notice, and such successor shall be subject to satisfaction of the Initial Bonds Rating Agency Condition (as defined below) and the Additional Bonds Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Initial Servicing PracticesAgreement, the Additional Servicing Agreement and the Receivables Agreements. The Servicer shall For the avoidance of doubt, (i) comply with all applicable Federal, State and local laws and regulationsthe removal of the Company as the Initial Property Servicer shall not automatically cause the removal of the Company as the Additional Property Servicer or as the Receivables Servicer, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and the removal of the Company as the Additional Property Servicer shall not automatically cause the removal of the Company as the Initial Property Servicer or as the Receivables Servicer, (iii) the removal of the Company as the Receivables Servicer shall not impair automatically cause the removal of the Company as the Initial Property Servicer or as the Additional Property Servicer, and (iv) the roles of Initial Property Servicer, Additional Property Servicer and Receivables Servicer may be held by different Persons so long as each such Person has agreed to be bound by the provisions of this Agreement. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Detroit, Michigan, New York, New York or the city in which the Corporate Trust Office (as defined in the Initial Indenture and the Additional Indenture) is located. Any Person named as replacement collection agent in accordance with this Section 4 is referred to herein as a “Replacement Collection Agent.” The parties hereto agree that any entity succeeding to the rights of Buyer the Company in any Mortgage Loans its capacity as Initial Property Servicer, Additional Property Servicer or any payment thereunder. Buyer may terminate the servicing of any Mortgage Loan with the then-existing servicer as Receivables Servicer hereunder shall execute customary joinder documentation agreeing to act in accordance with Section 12(e) hereof. b. Seller shall cause the Servicer to hold or cause such capacity and to be held all escrow 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 funds were collected. c. Seller shall cause the Servicer 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 amounts required to 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 Notice addressed to and agreed to bound by the Servicer terms 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 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 Mortgage Loans and any related Income with respect theretothis Agreement. e. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreement, Buyer shall have the right to immediately terminate the Servicer's right to service the Purchased Mortgage Loans under the Servicing Agreement without payment of any penalty or termination fee. Seller and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify Buyer.

Servicing. a. (a) Master Seller, on Buyer's behalfbehalf of itself and each Series Seller, shall contract with Servicer to, or if Seller is the Servicer, Seller shall, service the Mortgage Loans consistent with the degree and Buyer agree that ownership of skill and care that Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted all Servicing Practices. The Servicer shall (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 and (iii) not impair the rights of Buyer in any 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. b. Seller shall cause the Servicer to hold or cause to be held all escrow 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 funds were collected. c. Seller shall cause the Servicer 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 amounts required to 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 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 Servicer's agreement that upon receipt of notice of an Event of Default from Buyer, it will follow the instructions of Buyer Rights with respect to the Purchased Mortgage Loans will be transferred hereunder to Buyer on the applicable Purchase Date and any related Income with respect thereto. e. Upon such ownership of Servicing Rights shall be transferred by Buyer to Master Seller or the occurrence applicable Series Seller upon the applicable Series Seller’s payment of an Event the Repurchase Price for such Purchased Loans, in each case subject to the terms of Default hereunder or a material default under 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 immediately 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 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 Rights with respect to any Purchased Loans sold by Buyer from and after an Event of Default. 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 Purchased Loans. Master Seller shall not, and shall not direct or permit any Servicer to, enter into, consent to 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 Material Action or take any other Material Action without Buyer’s prior written consent. (b) Master Seller, on behalf of itself and each Series Seller, agrees that Buyer 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 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 any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records (if any are in Seller’s possession) and, upon Buyer’s request, to deliver them promptly to Buyer or its designee (including Custodian) upon the occurrence and during the continuance of an Event of Default. (c) The Servicer Notice and Agreement shall provide that Servicer's ’s right under the applicable Servicing Agreement to service the Purchased Mortgage Loans under 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 on or before the Remittance Date immediately preceding each such scheduled termination date, to extend the termination date an additional thirty (30) days. Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole and absolute discretion, subject to Section 13 hereof and any terms in the applicable Servicing Agreement Agreements approved by Buyer (i) in the case of a Facility Event of Default, sell its rights to any or all of 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 sub-servicer, if any, for the affected Purchased Loan(s)), with or without cause, in each case without payment of any penalty or termination 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 shall to (i) promptly transfer all data in its possession relating to the applicable Purchased Loans 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 Loan File and all other files, records, correspondence and documents in its possession relating to the applicable Purchased Loans and (iii) use commercially reasonable efforts to cooperate in transferring and coordinate with the successor servicer and/or Buyer to comply with any applicable legal or regulatory requirement associated with the transfer of the servicing of the applicable Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. f. If Loans. Seller should discover that, for any reason whatsoever, agrees that if either Seller or any entity responsible such Servicer fails to Seller for managing cooperate with Buyer or servicing any successor servicer in effecting the termination of such Servicer as servicer of any Purchased Loan or the transfer of all authority to service such Purchased Mortgage Loan has failed to perform fully Seller's obligations such successor servicer in accordance with the terms hereof and the applicable Servicing Agreement, Buyer shall be entitled to injunctive relief. (d) Seller shall collaterally assign to Buyer all of its rights, title and interest under any Servicing Agreements as a condition of allowing the Program Agreements or Purchased Loans to be serviced by such Servicer and shall cause each such Servicer engaged by Seller to execute a Servicer Notice and Agreement with Buyer acknowledging Buyer’s security interest, agreeing that it shall deposit all Income and any other sums required to be remitted to the holder of the obligations 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 so long as such Purchased Loan is subject to this Agreement, and acknowledging Buyer’s rights to terminate servicing as otherwise set forth above in this Section 28. (e) If Servicer is an Affiliate of such entities with respect Seller or Guarantor, the payment of servicing fees shall be subordinate to the Purchased Mortgage Loans, Seller shall promptly notify Buyerpayment of amounts outstanding under any Transaction and this Agreement.

Servicing. a. Seller, (a) The parties hereto agree and acknowledge that the Purchased Assets will be sold by Seller to Buyer on Buyer's behalf, shall contract with Servicer to, or if Seller is a servicing released basis. In furtherance of the Servicerforegoing, Seller shalland Buyer hereby agree and confirm that from and after the date hereof, service only such Servicing Agreements that have been approved by Buyer shall govern the Mortgage Loans consistent with servicing of the degree of skill Purchased Assets and care that any prior agreement between Seller customarily requires and any other Person or otherwise with respect to similar Mortgage Loans owned or managed by it and such servicing is hereby superseded in accordance with Accepted Servicing Practicesall respects. The Servicer shall (i) comply with all applicable FederalPrior to an Event of Default, State and local laws and regulationsSeller may retain Servicer, (ii) maintain all state and federal licenses necessary for it on behalf of Buyer, to perform its servicing responsibilities hereunder and (iii) not impair service the rights of Buyer in any 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. b. Seller shall cause the Servicer to hold or cause to be held all escrow funds collected by Servicer with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same Assets for the purposes for which such funds were collected. c. Seller shall cause the Servicer to deposit all collections received by Servicer benefit of or on the Purchased Mortgage Loans in the Collection Account no later than the 5th Business Day following receiptbehalf of Buyer; provided, however, that the obligation of Servicer to service any amounts required 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) Seller agrees that, as between Seller and Buyer, Buyer is the owner of all servicing records, including but not limited to be remitted 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 Records”) so long as the Purchased Assets are subject to this Agreement. Seller covenants to safeguard any such Servicing Records in Seller’s possession and to deliver them promptly to Buyer or its designee (including Custodian) at Buyer’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 deposited in the Collection Account on or prior to the day on which such remittance is to occurBuyer’s sole discretion. d. Upon (d) To the extent required by Buyer's request, Seller shall provide promptly cause Servicer and any other sub-servicers engaged on behalf of Buyer to Buyer (i) execute 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 servicer acknowledgment acknowledging Buyer's ’s interest in such the Purchased Mortgage Loans Assets and the Servicer's agreement Servicing Agreement and agreeing that upon receipt of notice of an Event of Default from Buyer, it will follow the instructions of Buyer Servicer and any sub-servicer (if applicable) shall deposit all Income with respect to the Purchased Mortgage Loans and any related Income with respect theretoAssets in the Blocked Account, all in such manner as shall be reasonably acceptable to Buyer. e. (e) To the extent applicable, Seller shall cause Servicer to permit Buyer to inspect Servicer’s servicing facilities for the purpose of satisfying Buyer that Servicer has the ability to service such Purchased Asset as provided in this Agreement. (f) Buyer may, in its sole discretion if an Event of Default shall have occurred and be continuing, sell the Purchased Assets on a servicing released basis without payment of any termination fee or any other amount to Servicer. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreementhereunder, Buyer shall have the right immediately to immediately terminate the Servicer's ’s right to service the Purchased Mortgage Loans under the Servicing Agreement Assets without payment of any penalty or termination fee. Seller and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify Buyer.

Servicing. a. Seller(a) Notwithstanding the purchase and sale of the Purchased Loans by Seller to Buyer hereunder, on Buyer's behalfMidland Loan Services, Inc. or, with the consent of Buyer (which consent shall contract with Servicer tonot unreasonably be withheld), or if an Affiliate of Seller is the (“Servicer, Seller shall, ”) shall continue to service the Mortgage Purchased Loans consistent 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) a Seller Event of Default, (ii) the date on which the aggregate Repurchase Price for the Purchased Loans together, without duplication, with all accrued and unpaid Price Differential, unpaid Costs and other amounts payable by Seller to Buyer hereunder have been paid in full or (iii) the degree transfer of skill servicing approved by Seller and care that Buyer, which Buyer’s consent shall not be unreasonably withheld. Seller customarily requires with respect shall service and shall cause the Servicer to similar Mortgage service the Purchased Loans owned or managed by it and in accordance with Accepted Servicing Practices. (b) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements (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 Loans (the “Servicing Records”) so long as the Purchased Loans are subject to the Agreement. The Servicer shall Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request. (c) Upon the occurrence and continuance of a Seller Event of Default, Buyer may, in its sole discretion, (i) comply with all applicable Federal, State and local laws and regulations, sell its right to the Purchased Loans on a servicing released basis or (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the rights of Buyer in any Mortgage Loans terminate Servicer or any sub-servicer of the Purchased Loans with or without cause, in each case without payment thereunder. Buyer may 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 Buyer; provided, however, that Buyer shall cause any Mortgage Loan with successor servicer to deliver to Seller reports generated for Buyer relating to the then-existing servicer in accordance with Section 12(e) hereofPurchased Loans. b. (d) Seller shall not, and shall not permit Servicer to, employ sub-servicers to service the Purchased Loans without the prior written approval of Buyer, which approval 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 the Servicing Agreements with such sub-servicer to Buyer. (e) Seller shall cause Servicer and any sub-servicers engaged by Seller to execute a letter agreement with Buyer acknowledging Buyer’s security interest in the Purchased Loans and the Servicing Agreements and agreeing that each such sub-servicer shall deposit all Income with respect to the Purchased Loans in the Blocked Account, all in such manner as shall be reasonably acceptable to Buyer. (f) In the event Seller or its Affiliate is servicing any Purchased Loan, Seller shall permit Buyer to inspect Seller’s or its Affiliate’s servicing facilities, as the case may be, for the purpose of satisfying Buyer that Seller or its Affiliate, as the case may be, has the ability to service such Purchased Loan as provided in the Agreement. (g) Seller shall cause the Servicer to hold or cause provide a copy of each report and notice sent to Seller to be held all escrow 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 funds were collected. c. Seller shall cause the Servicer 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 amounts required to be remitted sent to Buyer shall be deposited in the Collection Account on or prior to the day on which such remittance is to occurconcurrently therewith. d. Upon Buyer's request, Seller shall provide promptly to Buyer (i) 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 such Purchased Mortgage Loans 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 Mortgage Loans and any related Income with respect thereto. e. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreement, Buyer shall have the right to immediately terminate the Servicer's right to service the Purchased Mortgage Loans under the Servicing Agreement without payment of any penalty or termination fee. Seller and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify Buyer.

Servicing. a. (a) Master Seller, on Buyer's behalfbehalf of itself and each Series Seller, shall contract with Servicer to, or if Seller is the Servicer, Seller shall, service the Mortgage Loans consistent with the degree of skill and care Buyer agree that Seller customarily requires all Servicing Rights with respect to similar Mortgage the Purchased Loans owned will be transferred hereunder to Buyer on the applicable Purchase Date and such Servicing Rights shall be transferred by Buyer to Master Seller or managed by it 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 in accordance with Accepted Servicing Practices. The Servicer each Series Seller, shall (i) comply with be entitled to exercise 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 and (iii) not impair the rights of Buyer in any 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. b. Seller shall cause the Servicer to hold or cause to be held all escrow funds collected by Servicer discretion with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such funds were collected. c. Seller shall cause directions or consents to be given to the Servicer to deposit all collections received by Servicer on of the Purchased Mortgage 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 the Collection Account no later than the 5th Business Day following receiptits reasonable discretion; provided, however, that (i) 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) during the continuance of a Transaction Event of Default with respect to any amounts 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 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 (each such servicing agreement approved by Buyer, 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 Rights with respect to any Purchased Loans 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 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 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 Material Action or take any other Material Action without Buyer’s prior written consent; provided, that, to the extent the Purchased Loan Documents require that the holder of the related Purchased Loan exercise a certain standard of discretion with respect to any such Material Action, Buyer shall exercise the same standard of discretion in providing or withholding its consent to the same. (b) Master Seller, on behalf of itself and each Series Seller, agrees that Buyer 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 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 Transactions under 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 any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records (if any are in Seller’s possession) and, upon Buyer’s request, to deliver them promptly to Buyer or its designee (including the Custodian) upon the occurrence and during the continuance of an Event of Default. (c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole and absolute discretion, subject to Section 13 and any terms in the applicable Servicing Agreements approved by Buyer (i) in the case of a Facility Event of Default, sell its rights to any or all of 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 sub-servicer, if any, for the affected Purchased Loan(s)), with or without cause, in each case without payment of any termination 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 to (i) promptly transfer all data in its possession relating to the applicable Purchased Loans 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 Loan File and all other files, records, correspondence and documents in its possession relating to the applicable Purchased Loans and (iii) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and/or Buyer to comply with any applicable so-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 of the applicable Purchased Loans. Seller agrees that if either Seller or any such Servicer fails to cooperate with Buyer or any successor servicer in effecting the termination of such Servicer as servicer of any Purchased Loan or the transfer of all authority to service such Purchased Loan to such successor servicer in accordance with the terms hereof and the applicable Servicing Agreement, Buyer shall be entitled to injunctive relief. (d) Seller shall not employ any Servicers rated below “above average” by S&P, unless such Servicer is otherwise approved by Buyer to service the Purchased Loans (it being acknowledged and agreed that ▇▇▇▇▇ Fargo Bank, 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 Purchased Loans to be serviced by such Servicer and shall cause each such Servicer engaged by Seller to execute a Servicer Notice and Agreement with Buyer acknowledging Buyer’s security interest, agreeing that it shall deposit all Available Income and any other sums required to 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 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 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 Mortgage Loans and any related Income with respect thereto. e. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreement, Buyer shall have the right to immediately terminate the Servicer's right to service the Purchased Mortgage Loans under the Servicing Agreement without payment of any penalty or termination fee. Seller and the Servicer shall cooperate in transferring the servicing holder of the Purchased Mortgage 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 successor servicer appointed written notice signed by Buyer for so long as such Purchased Loan is subject to this Agreement, and acknowledging Buyer’s rights to terminate servicing as otherwise set forth above in its sole discretionthis Section 28. f. (e) If Seller should discover that, for any reason whatsoever, Servicer is an Affiliate of Seller or Guarantor, the payment of servicing fees shall be subordinate to payment of amounts outstanding under any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify BuyerTransaction and this Agreement.

Servicing. a. Seller, on Buyer's behalf, shall contract with Servicer to, or if (a) Each Seller is the Servicer, Seller shall, service the Mortgage Loans consistent with the degree of skill and care Buyer agree that Seller customarily requires all Servicing Rights with respect to similar Mortgage the Purchased Loans owned will be transferred hereunder to Buyer on the applicable Purchase Date and such Servicing Rights shall be transferred by Buyer to the applicable Seller upon such Seller’s payment of the Repurchase Price for such Purchased Loans. Notwithstanding the transfer and pledge of Servicing Rights to Buyer, the applicable Seller shall be entitled to exercise all discretion with respect to any directions or managed consents to be given to the Servicer of the Purchased Loans (other than Material 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 reasonable discretion; provided, however, that upon the occurrence and during the continuance of an Event of Default, each Seller Party’s rights to exercise such discretion with respect to 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 Loan Documents constituting a Material Modification shall require Buyer’s prior written consent in accordance with Section 7(e) of this Agreement. Buyer hereby agrees that KeyBank National Association (“KeyBank”), or any other third party servicer otherwise approved by Buyer in writing (KeyBank or any such third party servicer, a “Servicer”) may service the Purchased Loans for the benefit of Buyer in accordance with the terms and conditions of the servicing agreement in effect for each such Servicer, provided that each such Servicing Agreement shall have been approved in writing by Buyer in its sole and absolute discretion applied in good faith 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 that has been 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, agreeing that it shall deposit all Available Income and any other sums required to be remitted to the holder of the Purchased Loans under the related 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 so long as such Purchased Loan is subject to this Agreement, and Buyer’s right to terminate the term of such servicing rights with respect to any Purchased Loans from and after an Event of Default. Each Seller shall cause the Purchased Loans to be serviced in accordance with Accepted Servicing Practices. (b) Sellers agrees that 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 servicing (collectively, the “Servicing Records”) of Purchased Loans so long as the Purchased Loans are subject to this Agreement. The Servicer shall Sellers covenant to safeguard all Servicing Records relating to the Purchased Loans (if any are in a Seller Parties’ possession) and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request. (c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole and absolute discretion, subject to Section 13 and any terms in the applicable Servicing Agreements approved by Buyer (i) comply sell its rights to any or all of the Purchased Loans on a servicing released basis or (ii) terminate any Servicer or sub-servicer of any or all of the Purchased Loans, with or without cause, in each case without payment of any termination fee. Each 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 to (i) promptly transfer all data in its possession relating to the applicable Federal, State and local laws and regulationsPurchased Loans to the successor servicer in such electronic format as the successor servicer may reasonably request, (ii) maintain promptly transfer to the successor servicer, Buyer or Buyer’s designee, the Loan File and all state other files, records, correspondence and federal licenses necessary for it documents in its possession relating to perform its servicing responsibilities hereunder the applicable Purchased Loans and (iii) not impair use commercially reasonable efforts to cooperate and coordinate with the rights successor servicer and/or Buyer to comply with any applicable so-called “goodbye” letter requirements or other applicable requirements of Buyer in any Mortgage Loans the Real Estate Settlement Procedures Act or any payment thereunder. Buyer may terminate other applicable legal or regulatory requirement associated with the transfer of ​ ​ the servicing of the applicable Purchased Loans. Each Seller agrees that if any Mortgage Seller Party or any such Servicer fails to cooperate with Buyer or any successor servicer in effecting the termination of such Servicer as servicer of any Purchased Loan with or the then-existing transfer of all authority to service such Purchased Loan to such successor servicer in accordance with Section 12(e) hereof. b. Seller shall cause the Servicer to hold or cause to be held all escrow funds collected by Servicer with respect to any Purchased Mortgage Loans in trust accounts terms hereof and shall apply the same for the purposes for which such funds were collected. c. Seller shall cause the Servicer 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 amounts required to 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 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 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 Mortgage Loans and any related Income with respect thereto. e. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreement, Buyer shall have the right will be irreparably harmed and entitled to immediately terminate the Servicer's right to service the Purchased Mortgage Loans under the Servicing Agreement without injunctive relief. (d) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any penalty or termination fee. Seller Transaction and this Agreement, other than the Servicer shall cooperate in transferring the servicing payment of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretionQualified Servicing Expenses. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify Buyer.

Servicing. a. (a) The parties hereto agree and acknowledge that the Purchased Assets are sold to Buyer on a “servicing 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, on cause the Servicer to service the Purchased Assets in accordance with the Servicing Agreement and this Article 27 and for the benefit of Buyer's behalf. Notwithstanding the foregoing, Seller shall contract not take any Significant Modification of any Purchased Asset without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer in its sole discretion. (b) 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 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 (including, without limitation, for cashiering services) to service the Purchased Assets without the prior written approval of Buyer, such approval not to be unreasonably withheld, conditioned or if Seller is delayed. If the ServicerPurchased Assets are serviced by a sub-servicer, Seller shallshall irrevocably assign all of its right, title and interest in any sub-servicing agreement Seller may be a party to with such sub-servicer to Buyer. (e) Seller shall cause Servicer and any sub-servicer to service the Mortgage Loans consistent with the degree of skill and care that Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and Purchased Assets in accordance with Accepted Servicing Practices. The Servicer shall (i) comply with all applicable FederalWith respect to any Servicing Agreement as to which Buyer is not a party, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the rights of Buyer in any 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. b. Seller shall cause Servicer (at the Servicer request of Buyer) and any sub- servicers engaged by Seller to hold or cause to be held all escrow funds collected by Servicer execute a letter agreement with respect to any Purchased Mortgage Loans Buyer in trust accounts and shall apply the same for the purposes for which such funds were collected. c. Seller shall cause the Servicer 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 amounts required to 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 a form acceptable to Buyer (ia “Servicer Letter”) 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 acknowledging Buyer's ’s security interest in such the Purchased Mortgage Loans Assets and the Servicer's agreement that upon receipt of notice of an Event of Default from Buyer, it will follow the instructions of Buyer agreeing to remit all Income received with respect to the Purchased Mortgage Loans and any related Income Asset to the Collection Account in accordance with respect theretoArticle 5(e) or as otherwise directed by Buyer in accordance with the Servicer Letter. e. Upon (f) Seller agrees that Buyer is the occurrence owner of an Event of Default hereunder or a material default under all servicing records relating to the Purchased Assets, including but not limited to the Servicing Agreement, Buyer shall have 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 right to immediately terminate servicing of Purchased Assets (the Servicer's right to service “Servicing Records”) so long as the Purchased Mortgage Loans Assets are subject to this Agreement. Seller covenants to (or to cause Servicer to) safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request. (g) The payment of servicing fees under the Servicing Agreement without shall be solely the responsibility of Seller and shall be subordinate to payment of any penalty or termination fee. Seller amounts outstanding and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans due to a successor servicer appointed by Buyer in its sole discretion. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify BuyerTransaction Documents.

Servicing. a. Seller(a) The parties hereto agree and acknowledge that the Purchased Assets will be sold by Seller to Administrative Agent, on Buyer's behalfbehalf of Buyers, on a servicing released basis. In furtherance of the foregoing, Seller and Administrative Agent, on behalf of ▇▇▇▇▇▇, hereby agree and confirm that from and after the date hereof, only such Servicing Agreements that have been approved by Administrative Agent, on behalf of Buyers, shall contract with Servicer to, govern the servicing of the Purchased Assets and any prior agreement between Seller and any other Person or if Seller is the Servicer, Seller shall, service the Mortgage Loans consistent with the degree of skill and care that Seller customarily requires otherwise with respect to similar Mortgage Loans owned or managed by it and such servicing is hereby superseded in accordance with Accepted Servicing Practicesall respects. The Provided that Administrative Agent shall have received a duly executed Servicer shall (i) comply with all applicable FederalAcknowledgment from Servicer, State and local laws and regulationsprior to an Event of Default, (ii) maintain all state and federal licenses necessary for it Seller may retain Servicer, on behalf of Administrative Agent, to perform its servicing responsibilities hereunder and (iii) not impair service the rights of Buyer in any 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. b. Seller shall cause the Servicer to hold or cause to be held all escrow funds collected by Servicer with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same Assets for the purposes for which such funds were collected. c. Seller shall cause the Servicer to deposit all collections received by Servicer benefit of or on the Purchased Mortgage Loans in the Collection Account no later than the 5th Business Day following receiptbehalf of Administrative Agent, on behalf of Buyers; provided, however, that the obligation of Servicer to service any amounts required Purchased Asset for the benefit of or on behalf of Administrative Agent, on behalf of Buyers, 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) Seller agrees that, as between Seller and Administrative Agent, on behalf of ▇▇▇▇▇▇, Administrative Agent, on behalf of ▇▇▇▇▇▇, is the owner of all servicing records, including but not limited to be remitted 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 Buyer or evidencing the servicing of Purchased Assets (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Seller covenants to safeguard any such Servicing Records in Seller’s possession and to deliver them promptly to Administrative Agent, on behalf of Buyers, or its designee (including Custodian) at Administrative Agent’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 Administrative Agent, on behalf of Buyers, which approval shall be deposited in Administrative Agent’s, sole discretion. (d) Seller shall cause Servicer and any other sub-servicers engaged on behalf of Administrative Agent to execute a Servicing Agreement with Seller and Administrative Agent, on behalf of Buyers, or a Servicer Acknowledgment acknowledging Administrative Agent’s, on behalf of Buyers, interest 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 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 Assets and the Servicer's agreement Servicing Agreement and agreeing that upon receipt of notice of an Event of Default from Buyer, it will follow the instructions of Buyer Servicer and any sub-servicer (if applicable) shall deposit all Income with respect to the Purchased Mortgage Loans and any related Income with respect theretoAssets in the Blocked Account, all in such manner as shall be reasonably acceptable to Administrative Agent. e. (e) To the extent applicable, Seller shall cause Servicer to permit Administrative Agent, on behalf of Buyers, to inspect Servicer’s servicing facilities for the purpose of satisfying such party that Servicer has the ability to service such Purchased Asset as provided in this Agreement. (f) Administrative Agent, on behalf of Buyers, may, in its sole discretion if an Event of Default shall have occurred and be continuing, sell the Purchased Assets on a servicing released basis without payment of any termination fee or any other amount to Servicer. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreementhereunder, Buyer Administrative Agent, on behalf of ▇▇▇▇▇▇, shall have the right immediately to immediately terminate the Servicer's ’s right to service the Purchased Mortgage Loans under the Servicing Agreement Assets without payment of any penalty or termination fee. Seller and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify Buyer.

Servicing. a. Seller(a) Each Seller Party shall, on Buyer's ’s behalf, shall contract with Servicer to, one (1) or if Seller is the Servicer, Seller shall, more Servicers to service the Underlying Mortgage Loans consistent with the degree of skill and care that Seller such Servicer customarily requires with respect to similar Underlying Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. The Each Servicer shall (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 and (iii) not impair the rights of Buyer in any Underlying Mortgage Loans or any payment thereunder. Buyer may terminate the servicing of any Underlying Mortgage Loan with the then-then existing servicer in accordance with Section 12(e18(e) hereof. b. (b) Each Seller Party shall cause the related Servicer to hold or cause to be held all escrow funds collected by such Servicer with respect to any Purchased Underlying Mortgage Loans in trust accounts and shall apply the same for the purposes for which such funds were collected. c. (c) Each Seller Party shall cause the related Servicer to deposit all collections received by such Servicer on account of the Purchased Underlying Mortgage Loans in the Collection Account no later than the 5th two (2) Business Day Days 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 remittance is to occur. d. Upon Buyer's request, (d) Each Seller Party shall provide promptly to Buyer (i) a Servicer Notice addressed to and agreed to by the Servicer of the related Purchased Underlying Mortgage Loans, advising such Servicer of such matters as Buyer may reasonably request, including, without limitation, recognition by the such Servicer of Buyer's ’s interest in such Purchased Underlying Mortgage Loans and the such Servicer's ’s agreement that upon receipt of notice of an a Servicer Termination Event of Default from Buyer, it will follow the instructions of Buyer with respect to the Purchased Underlying Mortgage Loans and any related Income with respect thereto. e. (e) Upon the occurrence of an a Default or Event of Default hereunder or a material default under the Servicing AgreementServicer Termination Event, Buyer shall have the right to immediately terminate upon written notice the related Servicer's ’s right to service the Purchased Underlying Mortgage Loans under the Servicing Agreement without payment of any penalty or termination fee. Each Seller and the Servicer Party shall cooperate in transferring the servicing of the Purchased Underlying Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. For the avoidance of doubt any termination of a Servicer’s rights to service by the Buyer as a result of 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. f. (f) If any Seller Party should discover that, for any reason whatsoever, Seller or any entity responsible to such Seller Party by contract for managing or servicing any such Purchased Underlying Mortgage Loan has failed to perform fully Seller's such Seller Party’s obligations under the Program Agreements Facility Documents or any of the obligations of such entities with respect to the Purchased Underlying Mortgage LoansLoans and such failure has not been promptly remedied, such Seller Party shall promptly notify Buyer. (g) For the avoidance of doubt, no Seller Party retains economic rights to the servicing of the Underlying Mortgage Loans. As such, each Seller Party expressly acknowledges that the Purchased Asset (including all related Underlying Mortgage Loans) is sold to Buyer on a “servicing released” basis.

Servicing. a. Seller, on Buyer's behalf, shall contract with Servicer to, or if (a) Each Seller is the Servicer, Seller shall, service the Mortgage Loans consistent with the degree of skill and care Buyer agree that Seller customarily requires all Servicing Rights with respect to similar Mortgage the Purchased Loans owned will be transferred hereunder to Buyer on the applicable Purchase Date and such Servicing Rights shall be transferred by Buyer to the applicable Seller upon such Seller’s payment of the Repurchase Price for such Purchased Loans. Notwithstanding the transfer and pledge of Servicing Rights to Buyer, the applicable Seller shall be entitled to exercise all discretion with respect to any directions or managed consents to be given to the Servicer of the Purchased Loans (other than Material 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 reasonable discretion; provided, however, that upon the occurrence and during the continuance of an Event of Default, each Seller Party’s rights to exercise such discretion with respect to 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 Loan Documents constituting a Material Modification shall require Buyer’s prior written consent in accordance with Section 7(e) of this Agreement. Buyer hereby agrees that KeyBank National Association (“KeyBank”), or any other third party servicer otherwise approved by Buyer in writing (KeyBank or any such third party servicer, a “Servicer”) may service the Purchased Loans for the benefit of Buyer in accordance with the terms and conditions of the servicing agreement in effect for each such Servicer, provided that each such Servicing Agreement shall have been approved in writing by Buyer in its sole and absolute discretion applied in good faith 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 that has been 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, agreeing that it shall deposit all Available Income and any other sums required to be remitted to the holder of the Purchased Loans under the related 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 so long as such Purchased Loan is subject to this Agreement, and Buyer’s right to terminate the term of such servicing rights with respect to any Purchased Loans from and after an Event of Default. Each Seller shall cause the Purchased Loans to be serviced in accordance with Accepted Servicing Practices. (b) Sellers agrees that 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 servicing (collectively, the “Servicing Records”) of Purchased Loans so long as the Purchased Loans are subject to this Agreement. The Servicer shall Sellers covenant to safeguard all Servicing Records relating to the Purchased Loans (if any are in a Seller Parties’ possession) and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request. (c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole and absolute discretion, subject to Section 13 and any terms in the applicable Servicing Agreements approved by Buyer (i) comply sell its rights to any or all of the Purchased Loans on a servicing released basis or (ii) terminate any Servicer or sub-servicer of any or all of the Purchased Loans, with or without cause, in each case without payment of any termination fee. Each 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 to (i) promptly transfer all data in its possession relating to the applicable Federal, State and local laws and regulationsPurchased Loans to the successor servicer in such electronic format as the successor servicer may reasonably request, (ii) maintain promptly transfer to the successor servicer, Buyer or Buyer’s designee, the Loan File and all state other files, records, correspondence and federal licenses necessary for it documents in its possession relating to perform its servicing responsibilities hereunder the applicable Purchased Loans and (iii) not impair use commercially reasonable efforts to cooperate and coordinate with the rights successor servicer and/or Buyer to comply with any applicable so-called “goodbye” letter requirements or other applicable requirements of Buyer in any Mortgage Loans the Real Estate Settlement Procedures Act or any payment thereunder. Buyer may terminate other applicable legal or regulatory requirement associated with the transfer of the servicing of the applicable Purchased Loans. Each Seller agrees that if any Mortgage Seller Party or any such Servicer fails to cooperate with Buyer or any successor servicer in effecting the termination of such Servicer as servicer of any Purchased Loan with or the then-existing transfer of all authority to service such Purchased Loan to such successor servicer in accordance with Section 12(e) hereof. b. Seller shall cause the Servicer to hold or cause to be held all escrow funds collected by Servicer with respect to any Purchased Mortgage Loans in trust accounts terms hereof and shall apply the same for the purposes for which such funds were collected. c. Seller shall cause the Servicer 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 amounts required to 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 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 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 Mortgage Loans and any related Income with respect thereto. e. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreement, Buyer shall have the right will be irreparably harmed and entitled to immediately terminate the Servicer's right to service the Purchased Mortgage Loans under the Servicing Agreement without injunctive relief. (d) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any penalty or termination fee. Seller Transaction and this Agreement, other than the Servicer shall cooperate in transferring the servicing payment of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretionQualified Servicing Expenses. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify Buyer.

Servicing. a. (a) Master Seller, on Buyer's behalfbehalf of itself and each Series Seller, shall contract with Servicer to, or if Seller is the Servicer, Seller shall, service the Mortgage Loans consistent with the degree and Buyer agree that ownership of skill and care that Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted all Servicing Practices. The Servicer shall (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 and (iii) not impair the rights of Buyer in any 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. b. Seller shall cause the Servicer to hold or cause to be held all escrow 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 funds were collected. c. Seller shall cause the Servicer 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 amounts required to 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 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 Servicer's agreement that upon receipt of notice of an Event of Default from Buyer, it will follow the instructions of Buyer Rights with respect to the Purchased Mortgage Loans will be transferred hereunder to Buyer on the applicable Purchase Date and any related Income with respect thereto. e. Upon such ownership of Servicing Rights shall be transferred by Buyer to Master Seller or the occurrence applicable Series Seller upon the applicable Series Seller’s payment of an Event the Repurchase Price for such Purchased Loans, in each case subject to the terms of Default hereunder or a material default under the applicable Servicing Agreement. Without limiting the generality of the foregoing, Buyer shall have the right to immediately terminate the Servicer's right hire or engage any Person to service the Purchased Mortgage Loans under the Servicing Agreement without payment of or subservice all or any penalty or termination fee. Seller and the Servicer shall cooperate in transferring the servicing portion of the Purchased Mortgage 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 modifications of the Purchased Loans) and to appoint a successor servicer appointed 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 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 Rights with respect to any Purchased Loans 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 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 Purchased Loans; provided, further, that Buyer shall have the right to hire or engage any Person (whose services shall be, prior to the occurrence and continuance of an Event of Default, at Buyer’s sole cost and expense, and following the occurrence and during the continuance of an Event of Default, at Seller’s sole but reasonable cost and expense) to perform confirmatory calculations of all amounts determined by Servicer for all or any portion of the Transactions and to interface with Servicer in connection with such confirmatory calculations. f. If (b) Master Seller, on behalf of itself and each Series Seller, agrees that Buyer is the owner of all servicing records, including but not limited to Seller’s rights in and 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 (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 should discover thator its designee to service in conformity with this Section 28 and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records (if any are in Seller’s possession) and to deliver them promptly to Buyer or its designee (including the Custodian) upon the occurrence and during the continuance of an Event of Default. (c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole and absolute discretion, subject to Section 13 and any terms in the applicable Servicing Agreements approved by Buyer (i) in the case of a Facility Event of Default, sell its rights to any or all of 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 sub-servicer, if any, for the affected Purchased Loan(s)), with or without cause, in each case without payment of any reason whatsoevertermination 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 to (i) promptly transfer all data in its possession relating to the applicable Purchased Loans 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 Loan File and all other files, records, correspondence and documents in its possession relating to the applicable Purchased Loans and (iii) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and/or Buyer to comply with any applicable so-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 of the applicable Purchased Loans. Seller agrees that if either Seller or any entity responsible such Servicer fails to Seller for managing cooperate with Buyer or servicing any successor servicer in effecting the termination of such Servicer as servicer of any Purchased Loan or the transfer of all authority to service such Purchased Mortgage Loan has failed to perform fully Seller's obligations such successor servicer in accordance with the terms hereof and the applicable Servicing Agreement, Buyer shall be entitled to injunctive relief. (d) If Servicer is an Affiliate of Seller or Sponsor, the payment of servicing fees shall be subordinate to payment of amounts outstanding under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify BuyerTransaction and this Agreement.

Servicing. a. Seller, (a) The parties hereto agree and acknowledge that the Purchased Assets are sold to Purchaser on Buyer's behalf, shall contract with Servicer to, or if Seller a “servicing released” basis and Purchaser is owner of all Servicing Rights so long as the ServicerPurchased Assets are subject to this Agreement. Notwithstanding the foregoing, Seller shall, service the Mortgage Loans consistent with the degree of skill and care that Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. The Servicer shall be granted a revocable license (which license shall automatically be revoked (i) comply with all applicable Federal, State and local laws and regulations, every thirty (30) days unless Purchaser provides written notice to Seller that such license is extended for another thirty (30) days or (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the rights of Buyer in any 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. b. Seller shall cause the Servicer to hold or cause to be held all escrow 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 funds were collected. c. Seller shall cause the Servicer 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 amounts required to 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 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 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 Mortgage Loans and any related Income with respect thereto. e. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreement, Buyer shall have the right Default) to immediately terminate the Servicer's right cause Servicer to service the Purchased Mortgage Loans Assets, and Seller shall, at Seller’s sole cost and expense, cause the Servicer to service the Purchased Assets in accordance with the Servicing Agreement and this Article 28 and for the benefit of Purchaser. 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. (b) The obligation of Servicer (or Seller to cause Servicer) to service any of the Purchased Assets shall cease, 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 transfer of servicing to any other Servicer and the assumption of such servicing by such other 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 Assets to another Servicer designated by Purchaser as expeditiously as possible. (c) Purchaser may, in its sole and absolute discretion, terminate Servicer or any sub-servicer with respect to any Purchased Asset (i) subject to the immediately succeeding sentence, upon the occurrence of a default by the Servicer under the Servicing Agreement or Servicer Letter (as applicable) 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. Notwithstanding clause (i) of the preceding sentence, if a default by Servicer under the Servicing Agreement or Servicer Letter occurs (and no Event of Default has occurred and is continuing), Purchaser shall not exercise its right to terminate Servicer so long as Seller (x) removes such Servicer and identifies a replacement servicer acceptable to Purchaser, in its sole and absolute discretion within five (5) Business Days of such default and (y) enters into a Servicing Agreement and, if applicable, a Servicer Letter with such replacement servicer acceptable to Purchaser within forty-five (45) calendar days of such default. (d) Seller shall not, and shall not permit Servicer to, employ any other sub-servicers to service the Purchased 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, such approval not to be unreasonably withheld, conditioned or delayed. If the Purchased Assets are serviced by a sub-servicer, Seller shall cooperate irrevocably assign all rights, title and interest in transferring the servicing agreements with such sub-servicer to Purchaser. (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 Mortgage Loans 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 successor servicer appointed by Buyer replacement Servicer acceptable to Purchaser in its sole discretion. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify Buyer.

Servicing. a. Seller(a) The Purchased Loans are sold and conveyed to the Purchaser on a servicing-released basis. Commencing on the applicable Purchase Date, immediately upon giving effect to the sale of the Purchased Loans, the servicing of the Purchased Loans by the Servicer will be conducted on Buyer's behalfbehalf of the Purchaser pursuant to the AES Servicing Agreement, and the services provided by Northland with respect to the Purchased Loans will be conducted on behalf of the Purchaser pursuant to the Northland Services Agreement. The Purchaser shall contract with Servicer tobe responsible for all amounts due, or if Seller is to become due, to the Servicer, Seller shall, service the Mortgage Loans consistent with the degree of skill and care that Seller customarily requires Northland or any other Person with respect to similar Mortgage servicing of the Purchased Loans owned incurred on or managed by it after the applicable Purchase Date, including servicing compensation for the period from and after the applicable Purchase Date, deboarding fees, deconversion fees, termination fees, transfer fees or other make-whole payments in accordance connection with Accepted Servicing Practices. The Servicer shall (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it the transfer of servicing to perform its servicing responsibilities hereunder and (iii) not impair the rights of Buyer in any Mortgage Loans Purchaser or any payment thereunder. Buyer may terminate the servicing of any Mortgage Loan with the then-existing servicer in accordance with Section 12(e) hereofPurchased Loans from and after such Purchase Date. b. (b) The Seller makes no representation, warranty or covenant and assumes no obligation to the Purchaser (including pursuant to Section 6.01 or Section 9.01) with respect to the servicing of the Purchased Loans by any Third-Party Servicer whether on, before or after the applicable Purchase Date, and shall have no liability to the Purchaser for any liabilities, claims, breaches, disputes, indemnities or other costs, expenses, losses or other matters, including any of the foregoing that may at any time be alleged by the Purchaser or any third-party, relating to the servicing of the Purchased Loans by any Third-Party Servicer, except that the Seller will remain responsible for all amounts due or accrued to the applicable Third-Party Servicer or any other Person with respect to servicing of the Purchased Loans incurred prior to the applicable Purchase Date. (c) The Seller shall cause be subrogated to any claims or rights of the Servicer to hold or cause to be held all escrow funds collected by Purchaser as against any Third-Party Servicer with respect to any Purchased Mortgage Loans amounts paid by the Seller under Article VI hereof. The Purchaser shall reasonably cooperate with the Seller, at the Seller’s expense, in trust accounts and shall apply the same for the purposes for which such funds were collected. c. Seller shall cause the Servicer to deposit all collections received by Servicer Seller’s assertion of any claim based on the Purchased Mortgage Loans in the Collection Account no later than the 5th Business 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 remittance is to occurright of subrogation. d. Upon Buyer's request, Seller shall provide promptly to Buyer (i) 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 such Purchased Mortgage Loans 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 Mortgage Loans and any related Income with respect thereto. e. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreement, Buyer shall have the right to immediately terminate the Servicer's right to service the Purchased Mortgage Loans under the Servicing Agreement without payment of any penalty or termination fee. Seller and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify Buyer.

Servicing. a. Seller, on Buyer's behalf, shall contract with Servicer to, or if Seller is (1) The parties hereto agree and acknowledge that the Servicer, Seller shall, service the Mortgage Loans consistent with the degree of skill purchase and care that Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. The Servicer shall (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 and (iii) not impair the rights of Buyer in any 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. b. Seller shall cause the Servicer to hold or cause to be held all escrow 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 funds were collected. c. Seller shall cause the Servicer 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 amounts required to 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 Notice addressed to and agreed to by the Servicer sale of the related Purchased Mortgage Loans, advising such Servicer Repo Assets contemplated hereby are on a servicing-released basis. Notwithstanding the nature of such matters as Buyer may reasonably requestpurchase and sale, including, without limitation, recognition by the Servicer of Buyer's interest in such Purchased Mortgage Loans 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 Mortgage Loans and any related Income with respect thereto. e. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreement, Buyer shall have the right to immediately terminate the Servicer's right to service the Purchased Mortgage Loans under the Servicing Agreement without payment of any penalty or termination fee. Seller and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed until otherwise notified by Buyer in its sole and absolute discretion, Seller shall continue to service such Purchased Repo Assets for the benefit of Buyer and any transferee of Buyer's interest therein (subject to any such transferee's right, in its sole and absolute discretion to terminate such servicing arrangements if the same have not earlier been terminated by Buyer), at no cost or expense to Buyer or any such transferee. f. If (2) Until such servicing activity is terminated by Buyer or its transferee as permitted hereunder, Seller should discover thatshall service and administer the Purchased Repo Assets in accordance with prudent mortgage loan servicing standards and procedures generally accepted in the mortgage banking industry for similar mortgage loans. Seller shall at all times maintain accurate and complete records of its servicing of the Purchased Repo Assets. Automatically within 30 days following the termination of the Master Repurchase Agreement, for whatever reason, and automatically following the occurrence of any reason whatsoeverEvent of Default without demand or notice by any person, including Buyer, and at any other date upon the request of Buyer, Seller shall provide to Buyer the Required Servicing Data on all Purchased Repo Assets owned by Buyer at such date. (3) Seller shall provide Buyer and its permitted assigns with periodic reports concerning the Purchased Repo Assets with such frequency and containing such information as Buyer or its permitted assigns may reasonably request. (4) Seller shall cooperate with Buyer to effect any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any transfer of the obligations servicing for the Mortgage Loans included in the Purchased Repo Assets, including, without limitation to deliver the Required Servicing Data, and all other files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other books, records, information and data of such entities with respect Seller relating to the Purchased Mortgage LoansRepo Assets (including all information, Seller shall promptly notify records, data, programs, tapes, discs, and cards necessary or helpful in the administration or servicing of such Purchased Repo Assets) to Buyer or as otherwise directed by Buyer.

Servicing. a. Seller, (a) The parties hereto agree and acknowledge that the Purchased Assets are sold to Purchaser on Buyer's behalf, shall contract with Servicer to, or if Seller a “servicing released” basis and Purchaser is owner of all Servicing Rights so long as the ServicerPurchased Assets are subject to this Agreement. Notwithstanding the foregoing, Seller shall, service the Mortgage Loans consistent with the degree of skill and care that Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. The Servicer shall be granted a revocable license (which license shall automatically be revoked (i) comply with all applicable Federal, State and local laws and regulations, every thirty (30) days unless Purchaser provides written notice to Seller that such license is extended for another thirty (30) days or (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the rights of Buyer in any 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. b. Seller shall cause the Servicer to hold or cause to be held all escrow 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 funds were collected. c. Seller shall cause the Servicer 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 amounts required to 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 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 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 Mortgage Loans and any related Income with respect thereto. e. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreement, Buyer shall have the right Default) to immediately terminate the Servicer's right cause Servicer to service the Purchased Mortgage Loans Assets, and Seller shall, at Seller’s sole cost and expense, cause the Servicer to service the Purchased Assets in accordance with the Servicing Agreement and this Article 28 and for the benefit of Purchaser. 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. (b) The obligation of Servicer (or Seller to cause Servicer) to service any of the Purchased Assets shall cease, 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 transfer of servicing to any other Servicer and the assumption of such servicing by such other Servicer. ▇▇▇▇▇▇ 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 Assets to another Servicer designated by Purchaser as expeditiously as possible. (c) Purchaser may, in its sole and absolute discretion, terminate Servicer or any sub-servicer with respect to any Purchased Asset (i) subject to the immediately succeeding sentence, upon the occurrence of a default by the Servicer under the Servicing Agreement or Servicer Letter (as applicable) 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. Notwithstanding clause (i) of the preceding sentence, if a default by Servicer under the Servicing Agreement or Servicer Letter occurs (and no Event of Default has occurred and is continuing), Purchaser shall not exercise its right to terminate Servicer so long as Seller (x) removes such Servicer and identifies a replacement servicer acceptable to Purchaser, in its sole and absolute discretion within five (5) Business Days of such default and (y) enters into a Servicing Agreement and, if applicable, a Servicer Letter with such replacement servicer acceptable to Purchaser within forty-five (45) calendar days of such default. (d) Seller shall not, and shall not permit Servicer to, employ any other sub-servicers to service the Purchased 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, such approval not to be unreasonably withheld, conditioned or delayed. If the Purchased Assets are serviced by a sub-servicer, Seller shall cooperate irrevocably assign all rights, title and interest in transferring the servicing agreements with such sub-servicer to Purchaser. (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 Mortgage Loans 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 successor servicer appointed by Buyer replacement Servicer acceptable to Purchaser in its sole discretion. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify Buyer.

Servicing. a. Seller, (a) The parties hereto agree and acknowledge that the Purchased Assets are sold to Purchaser on Buyer's behalf, shall contract with Servicer to, or if Seller a “servicing released” basis and Purchaser is owner of all Servicing Rights so long as the ServicerPurchased Assets are subject to this Agreement. Notwithstanding the foregoing, Seller shall, service the Mortgage Loans consistent with the degree of skill and care that Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. The Servicer shall be granted a revocable license (which license shall automatically be revoked (i) comply with all applicable Federal, State and local laws and regulations, every thirty (30) days unless Purchaser provides written notice to Seller that such license is extended for another thirty (30) days or (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the rights of Buyer in any 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. b. Seller shall cause the Servicer to hold or cause to be held all escrow 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 funds were collected. c. Seller shall cause the Servicer 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 amounts required to 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 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 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 Mortgage Loans and any related Income with respect thereto. e. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreement, Buyer shall have the right Default) to immediately terminate the Servicer's right cause Servicer to service the Purchased Assets sold by Seller, and Seller shall, at Seller’s sole cost and expense, cause Servicer to service the Purchased Assets in accordance with the Servicing Agreement and this Article 29 and for the benefit of Purchaser. Notwithstanding the foregoing, neither Seller nor any Affiliate thereof shall take any action or effect any modification or amendment of, or waiver under, any Purchased Asset which in each case is a Significant Modification without first having given prior notice thereof to Purchaser in each such instance and receiving the prior written consent of Purchaser. For any Purchased Asset which is a Senior Note or Senior Participation Interest and the holder of which is not the Controlling Holder, for so long as any Affiliate of Seller is the holder of, or has the right to exercise any control rights with respect to any Companion Interest or the related Mortgage Loans Loan and/or Mezzanine Loan (including, without limitation, as holder of a controlling class in a securitization), no such Affiliate shall take any 158 BUSINESS.32732337.7 action or effect any modification or amendment of, or waiver under, such Companion Interests or the related Mortgage Loan and/or Mezzanine Loan which in each case is a Significant Modification without Seller first having given prior notice thereof to Purchaser in each such instance and Seller receiving the prior written consent of Purchaser. 159 BUSINESS.32732337.7 (b) The obligation of Servicer (or of Seller to cause such Servicer) to service any of the Purchased Assets shall cease, at Purchaser’s option, upon the earliest of (i) Purchaser’s termination of such Servicer in accordance with Article 29(c), (ii) Purchaser not extending Seller’s revocable license in accordance with Article 29(a) or (iii) the transfer of servicing to any other Servicer and the assumption of such servicing by such other Servicer in accordance with the terms of this Agreement. ▇▇▇▇▇▇ agrees to reasonably cooperate with Purchaser in connection with any termination of Servicer. Upon any termination of any Servicer, if no Event of Default shall have occurred and be continuing, Seller shall at their sole cost and expense transfer the servicing of the affected Purchased Assets to another Servicer designated by Purchaser and reasonably approved by Seller as expeditiously as possible. (c) Purchaser may, in its sole and absolute discretion, terminate any Servicer or any sub-servicer with respect to any Purchased Asset (i) upon the occurrence of an event of default by such Servicer or such sub-servicer under the Servicing Agreement (including for the avoidance of doubt, the Servicer Letter)(a “Servicer Termination Event”), 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. Seller and the Servicer shall cooperate with Purchaser to effectuate the removal of any Servicer or any sub-servicer by Purchaser in transferring accordance with this Article 29(c). (d) Seller shall not, and shall not permit Servicer to, employ any other sub-servicers to service the Purchased Assets without the prior written approval of Purchaser. If the Purchased Assets are serviced by a sub-servicer, Seller shall irrevocably assign all of its rights, title and interest in the servicing agreements with such sub-servicer to Purchaser. (e) Seller shall cause Servicer and any sub-servicer to service the Purchased Assets in accordance with Accepted Servicing Practices. Unless Purchaser is a party to the Servicing Agreement, Seller shall cause Servicer and any sub-servicers engaged by Seller to execute a letter agreement with Purchaser (a “Servicer Letter”), in form and substance acceptable to Purchaser in its sole and absolute discretion acknowledging Purchaser’s security interest in the applicable Purchased Assets and agree to remit all Income received with respect to such Purchased Asset to the Collection Account or to Purchaser, as applicable, in accordance with Article 5 or as otherwise directed by Purchaser in accordance with such Servicer Letter. (f) Seller agrees that Purchaser, upon its purchase of the Purchased Assets in accordance with this Agreement is the owner of all servicing records related 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 Mortgage Loans Assets are subject to a successor servicer appointed by Buyer in this Agreement. Seller covenants to (or to use commercially reasonable efforts to cause Servicer to) safeguard such Servicing Records and to deliver them promptly to Purchaser or its sole discretion.designee (including Custodian) at Purchaser’s request. 160 BUSINESS.32732337.7 f. If (g) The payment of servicing fees shall be solely the responsibility of Seller should discover that, for any reason whatsoever, Seller or any entity responsible and shall be subordinate to Seller for managing or servicing any such Purchased Mortgage Loan has failed payment of amounts outstanding and due to perform fully Seller's obligations Purchaser under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify Buyer.Transaction Documents. 161 BUSINESS.32732337.7

Servicing. a. Seller, on Buyer's behalf, shall contract with Servicer to, or if Seller is the Servicer, Seller shall, service the Mortgage Loans consistent with the degree of skill and care that Seller customarily requires with (a) With respect to similar Mortgage 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 Seller covenants to maintain or cause the servicing of the Purchased Loans owned or managed by it and to be maintained in accordance conformity with Accepted Servicing Practices. The Servicer 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 (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 and (iii) not impair the rights of Buyer in any Mortgage Loans or any payment thereunder. Buyer may terminate govern the servicing of the Purchased Items and any Mortgage Loan with prior agreement between the then-existing servicer in accordance with Section 12(e) hereof. b. Seller shall cause the Servicer to hold and any other Person or cause to be held all escrow funds collected by Servicer otherwise with respect to any 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 Mortgage Loans in trust accounts and shall apply the same Items for the purposes for which such funds were collected. c. Seller shall cause benefit of or on behalf of the Servicer to deposit all collections received by Servicer on the Purchased Mortgage Loans in the Collection Account no later than the 5th Business Day following receiptBuyer; provided, however, that the obligation of such Servicer to service any amounts required to be remitted to Purchased Items for the benefit of or on behalf of Buyer as aforesaid shall be deposited 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 Collection Account on 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 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 day 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 Seller. Upon any such remittance is to occur. d. Upon Buyer's requesttermination, Seller shall provide promptly comply with the requirements set forth in Section 7.31 as to the delivery of the Servicing Records and the physical servicing of each Purchased Loan. (b) Upon any termination of the Seller, or Servicer as the servicer, the Seller shall deliver (or cause the related Servicer to deliver) the Servicing Records (as defined below) and, to the extent applicable, the physical and contractual servicing of each Purchased Item to the Buyer or its designee within thirty (30) days of such termination of the Seller, or Servicer as the servicer. The Seller’s, or Servicer’s transfer of the Servicing Rights, Servicing Records and the physical and contractual servicing shall be in accordance with customary standards in the industry and such transfer shall include the transfer of the gross amount of all escrows held for the related mortgagors (without reduction for unreimbursed advances or “negative escrows”). (c) During the period the Seller or Servicer is servicing the Purchased Loans, (i) the Seller agrees that the Buyer is the owner of the Servicing Rights and all servicing records, including 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 any other obligation of the Seller to the Buyer. At all times during the term of this Repurchase Agreement, the Seller covenants to hold such Servicing Records in trust for the Buyer and to safeguard, or cause each Servicer to safeguard, such Servicing Records and to deliver them, or cause any such Servicer to deliver them to the extent permitted under the related Servicing Agreement promptly to the Buyer or its designee (including Custodian) at the Buyer’s request 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) 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 addressed and Agreement to the Servicer substantially in the form of Exhibit Error! Reference source not found. hereto (a “Servicer Notice and agreed Agreement”) and shall cause the Servicer to acknowledge and agree to the same. Any successor or assignee of a Servicer shall be approved in writing by the Buyer and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor’s assumption of servicing obligations with respect to the related Purchased Mortgage Loans. Any transfer of servicing of Mortgage Loans to any Servicer in accordance with this Section 14.22(d), advising such Servicer of such matters as Buyer may reasonably requestshall be subject to the Buyer’s ownership and security interest in the Servicing Rights, (including, without limitation, recognition the security interest created under Section 4.01(b)), the Buyer’s security interest in any payments received or to be received by the Servicer Seller in connection with such transfer or to any payments of Buyer's interest in such Purchased Mortgage Loans and the Servicer's agreement that upon receipt of notice of an Event of Default from Buyer, it will follow the instructions of Buyer any kind with respect to the Purchased Mortgage Loans being serviced by the Servicer and any related Income such transfer shall be subject to the Buyer’s right to terminate the Servicing Agreement with respect theretosuch transferee and to cause such transferee to transfer the servicing rights to the Buyer’s designee, in each case as more particularly set forth in this Section 14.22(d). e. Upon (e) If the servicer of the Purchased Loans is the Seller or the Servicer is an Affiliate of the Seller, the Seller shall provide to the Buyer a letter from the Seller or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default hereunder that has not been waived, the Buyer may terminate any Servicing Agreement and in any event transfer servicing to the Buyer’s designee, at no cost or a material default under expense to the Buyer, it being agreed that the Seller will pay any and all fees required to terminate 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, as applicable, to terminate the Seller or any Servicers as servicer, respectively, of any Purchased Loans and any related Servicing Agreement. Upon any such termination, the Seller shall transfer or shall cause Servicer to transfer such servicing with respect to such Purchased Loans to the Buyer or its designee, at no cost or expense to the Buyer. The Seller agrees to cooperate with the Buyer in connection with the transfer of servicing. (g) After the Purchase Date for any Purchased Loan, 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 permit the Buyer from time to time to inspect the Seller’s or its Affiliate’s servicing facilities, as the case may be, for the purpose of satisfying the Buyer that the Seller or its Affiliate, as the case may be, has the ability to service the Purchased Loans as provided in this Repurchase Agreement. (i) The Buyer shall have the right to immediately terminate the Servicer's right to service the Purchased Mortgage Loans under the Servicing Agreement without payment of any penalty or termination fee. Seller and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible discretion to Seller for managing or servicing any such Purchased Mortgage Loan has failed appoint a third party to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities due diligence with respect to the Purchased Mortgage Loans, Seller’s servicing facilities at any time. The Seller shall promptly notify 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 satisfying the Buyer that the Seller or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Repurchase Agreement. In addition, 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 and to cause such Servicer to cooperate with the Buyer and/or its designees in connection with any due diligence performed by the Buyer and/or such designees in accordance with this Section 14.22(i). The Seller and the Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by the Buyer in connection with any due diligence or inspection performed pursuant to this Section 14.22(i) shall be paid by the Buyer.

Servicing. a. (i) Seller, on Buyer's ▇▇▇▇▇’s behalf, shall contract with Servicer to, or if Seller is the Servicer, Seller shall, service the Mortgage Loans Purchased Assets pursuant to the Servicing Agreement, consistent with the degree of skill and care that Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. The Servicing Agreement shall require, inter alia, that: Servicer shall (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 and (iii) not impair the rights of Buyer in any Mortgage Loans Purchased Assets or any payment thereunder. Buyer may terminate In addition, the servicing of any Mortgage Loan with the then-existing servicer in accordance with Section 12(e) hereof. b. Seller Servicing Agreement shall cause the require that Servicer to hold or cause to be held all escrow 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 funds were collected. c. Seller shall cause the Servicer to deposit all collections of Income (other than amounts deposited in escrow accounts pursuant to the Servicing Agreement and Servicer’s fees or other amounts due to the Servicer pursuant to the Servicing Agreement) received by Servicer on account of the Purchased Mortgage Loans Assets in the Collection Account no later than the 5th Business Day following receipt; providedServicer Remittance Date. (ii) Upon the occurrence of a Servicer Termination Event, however, that any amounts required to be remitted to Buyer shall be deposited have the right to immediately terminate Servicer’s right to service the Purchased Assets without payment of any penalty or termination fee. Seller and Servicer shall cooperate in transferring the Collection Account on servicing of the Purchased Assets to a successor servicer appointed by ▇▇▇▇▇ in its sole discretion. (iii) If Seller should discover that, for any reason whatsoever, Servicer or prior any entity responsible for managing or servicing any Purchased Assets has failed to perform in all material respects any of the obligations of such entities with respect to the day on which such remittance is to occurPurchased Assets, or that an event of default under the Servicing Agreement has occurred, Seller shall promptly notify Buyer. d. Upon Buyer's request(iv) 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 (i) a Servicer Notice addressed to and agreed to by the third-party Servicer of the related Purchased Mortgage LoansAssets, advising such third-party Servicer of such matters as Buyer may reasonably request, including, without limitation, recognition by the Servicer master servicer of Buyer's ’s interest in such Purchased Mortgage Loans Assets and the third-party Servicer's ’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 Mortgage Loans Assets and any related Income with respect thereto. e. Upon the occurrence of an Event of Default hereunder (v) Seller shall not employ sub-servicers (other than Servicer or a material default under the Servicing Agreement, Buyer shall have the right to immediately terminate the Servicer's right Affiliates thereof or third-party Servicers) to service the Purchased Mortgage Loans under Assets without the Servicing Agreement without payment prior written approval of any penalty Buyer, which such approval shall not be unreasonably withheld. If the Purchased Assets are serviced, in whole or termination fee. Seller and the in part, by a sub-servicer (i) Servicer shall cooperate in transferring nevertheless remain primarily liable to Buyer for the servicing of the Purchased Mortgage Loans Assets under the Servicing Agreement; and (ii) any agreement with a subservicer shall entitle Buyer to a successor servicer appointed by Buyer terminate such subservicer without fee or penalty in its sole discretionthe event that Servicer is replaced subject to the terms of the applicable sub-servicing agreement. f. If (vi) Seller should discover thatshall cause Servicer to provide to Buyer, for any reason whatsoeverelectronically, in a format mutually acceptable to Buyer and Seller, by no later than the Reporting Date, the Servicing Report. (vii) For the avoidance of doubt, Seller or any entity responsible retains no rights to Seller for managing or the servicing any such Purchased Mortgage Loan has failed to perform fully other than Seller's obligations ’s rights under the Program Agreements or any of the obligations of such entities with respect to Servicing Agreement. As such, Seller expressly acknowledges that the Purchased Mortgage Loans, Seller shall promptly notify BuyerAssets are sold to Buyer on a “servicing released” basis with such servicing retained by Servicer.

Servicing. a. Seller, on Buyer's behalf, shall contract with Servicer to, (a) Seller covenants to maintain or if Seller is cause the Servicer, Seller shall, service servicing of the Mortgage Loans consistent with the degree of skill and care that Seller customarily requires with respect Purchased Assets to similar Mortgage Loans owned or managed by it and be maintained in accordance conformity with Accepted Servicing PracticesPractices and pursuant to the related underlying Servicing Agreement, if any. The Servicer 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) comply with all applicable Federal, State and local laws and regulationsthe expiration of the Servicing Term (including any extension period), (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and the termination thereof by Buyer in connection with the occurrence of a Servicer Termination Event, (iii) not impair the rights date on which all the Obligations have been paid in full, or (iv) the transfer of servicing to any entity approved by Buyer and the assumption thereof by such entity. (b) Servicer shall subservice such Purchased Assets on behalf of Buyer in for a term commencing as of the related Purchase Date and which shall automatically terminate without notice on the Repurchase Date for the relevant Transaction (such term, the “Servicing Term”). For the avoidance of doubt, upon expiration of the Servicing Term (including the expiration of any Mortgage Loans extension thereof) with respect to any Purchased Asset, Seller shall have no right to service the related Purchased Asset nor shall Buyer have any obligation to extend the Servicing Term (or any payment thereundercontinue to extend the Servicing Term). Buyer may shall have the right to immediately terminate the servicing Servicer at any time following the occurrence of any Mortgage Loan with the then-existing servicer event described in accordance with Section 12(e) hereof. b. Seller 18 hereof (a “Servicer Termination Event”). If such Servicing Term is not extended by Buyer or if Buyer has terminated Servicer as a result of a Servicer Termination Event, Servicer shall cause the transfer such servicing to Buyer or its designee at no cost or expense to Buyer. Servicer to shall hold or cause to be held all escrow funds Escrow Payments collected by Servicer with respect to any the Purchased Mortgage Loans Assets it is subservicing on behalf of Buyer in trust segregated accounts for the sole benefit of the Mortgagors and shall apply the same for the purposes for which such funds were collected. c. Seller shall cause the . If Servicer 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; providedshould discover that, however, that for any amounts required to 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 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 Servicer's agreement that upon receipt of notice of an Event of Default from Buyerreason whatsoever, it will follow the instructions of Buyer has failed to perform fully its servicing obligations with respect to the Purchased Mortgage Loans Assets it is subservicing on behalf of Buyer, Seller shall promptly notify Buyer. (c) During the period the Seller is servicing the Purchased Assets for Buyer, (i) the Seller agrees that Buyer is the owner of all Servicing Records relating to Purchased Assets that have not been repurchased, 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 Loans (the “Servicing Records”), and (ii) the Seller grants Buyer a security interest in all servicing fees and rights relating to the Purchased Assets that have not been repurchased and all Servicing Records to secure the obligation of the Seller or its designee to service in conformity with this Section 41 and any other obligation of the Seller to Buyer. At all times during the term of this Agreement, the Seller covenants to hold such Servicing Records in trust for Buyer and to safeguard, or cause each Subservicer to safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the related Income Servicing Agreement promptly to Buyer or its designee (including the Custodian) at Buyer’s reasonable request. It is understood and agreed by the parties that prior to an Event of Default, Seller, as servicer shall retain the servicing fees with respect theretoto the Purchased Assets. e. Upon (d) The Buyer, in its sole discretion, may appoint a backup servicer upon the occurrence of an Event of Default Default. In such event, Seller shall commence monthly delivery to such backup servicer of the servicing information required to be delivered to Buyer pursuant to Section 42 hereof and any other information reasonably requested by backup servicer, all in a format that is reasonably acceptable to such backup servicer. Buyer shall pay all costs and expenses of such backup servicer, including, but not limited to all fees of such backup servicer in connection with the processing of such information and the maintenance of a servicing file with respect to the Purchased Assets. Seller shall cooperate fully with such backup servicer in the event of a transfer of servicing hereunder and will provide such backup servicer with all documents and information necessary for such backup servicer to assume the servicing of the Purchased Assets. (e) If any Loan that is proposed to be sold on a Purchase Date is serviced by a servicer other than the Seller (a “Subservicer”), or if the servicing of any Purchased Asset is to be transferred to a material default under Subservicer, the Seller shall provide a copy of the related servicing agreement and an Instruction Letter executed by such Subservicer (collectively, the “Servicing Agreement”) to Buyer at least one (1) Business Day prior to such Purchase Date or transfer date, as applicable, which Servicing Agreement shall be in form and substance reasonably acceptable to Buyer. In addition, the Seller shall have obtained the prior written consent of Buyer for such Subservicer to subservice the Loans, which consent may not unreasonably be withheld or delayed. Upon termination of the Servicer in accordance with subsection (a) above, Buyer shall have the right right, exercisable at any time in its sole discretion, upon written notice, to immediately terminate the Servicer's right to service the Purchased Mortgage Loans under the any Subservicers as subservicer and any related Servicing Agreement (to the extent permitted therein) with respect to Purchased Assets that have not been repurchased without payment of any penalty or termination fee. Upon any such termination, the Seller and the Servicer shall cooperate in transferring the cause Subservicer to transfer such servicing of the with respect to such Purchased Mortgage Loans Assets to a successor servicer Buyer or its designee, appointed by Buyer in its sole discretion, at no cost or expense to Buyer in accordance with applicable laws and applicable Agency Guidelines. The Seller agrees to cooperate with Buyer in connection with the transfer of servicing. f. If (f) After the Purchase Date, until the Repurchase Date, the Seller should discover thatwill have no right to modify or alter the terms of the Loan or consent to the modification or alteration of the terms of any Loan, except as required by law, Agency Guidelines, FHA Regulations, requirements for VA Loans, Rural Housing Service Regulations, Accepted Servicing Practices, any Program Documents or other requirements, and the Seller will have no obligation or right to repossess any Loan or substitute another Loan, except as provided in any Custodial and Disbursement Agreement or any Program Document, including, without limitation, Section 16 of this Agreement. (g) The Seller shall permit Buyer to inspect upon reasonable prior written notice at a mutually convenient time the Seller’s servicing facilities, as the case may be, for any reason whatsoeverthe purpose of satisfying Buyer that the Seller has the ability to service the Loans as provided in this Agreement. In addition, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to any Subservicer which is not an Affiliate of the Seller, the Seller shall use its best efforts to enable Buyer to inspect the servicing facilities of such Subservicer. (h) Seller retains no economic rights to the servicing of the Purchased Mortgage LoansAssets; provided that Seller shall continue to service the Purchased Assets hereunder as part of its Obligations hereunder. As such, Seller shall promptly notify Buyerexpressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis.

Servicing. a. (a) Notwithstanding the purchase and sale of the Purchased Assets hereby, Seller, on Buyer's behalf, Servicer or a third party servicer reasonably approved by Buyer shall contract with Servicer to, or if Seller is the Servicer, Seller shall, service the Mortgage Purchased Assets that are Eligible Loans consistent with (such Purchased Assets, “Serviced Assets”) for the degree benefit of skill 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. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost and care that Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and for the benefit of Buyer in accordance with Accepted Servicing Practices. The Servicer shall (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 and (iii) not impair the rights of Practices approved by Buyer in any Mortgage Loans the exercise of its reasonable business judgment and maintained by other prudent mortgage 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. b. Seller shall cause the Servicer to hold or cause to be held all escrow funds collected by Servicer mezzanine lenders with respect to any Purchased Mortgage Loans in trust accounts and shall apply mortgage and/or mezzanine loans similar to the same for the purposes for which such funds were collected. c. Seller shall cause the Servicer 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; Serviced Assets, provided, however, that the obligations of Seller to service any amounts required 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 be remitted Seller of at least five (5) days’ prior written notice of the decision by Buyer to Buyer shall be deposited in transfer the Collection Account on servicing rights of any or prior all of the Serviced Assets to the day on which such remittance is to occur. d. Upon either Servicer or another third party servicer selected by Buyer's request. In either case, Seller shall provide take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer shall take any material action or effect any modification or amendment to any Purchased Asset without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer. (b) Seller agrees that Buyer 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 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. 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 Seller or its designee to service in conformity with this Article 28 and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request. (c) Upon 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 Seller, Servicer Notice addressed to and agreed to by the Servicer or any sub-servicer of the related Purchased Mortgage LoansAssets with or without cause, advising such in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer not to be unreasonably withheld. If the Purchased Assets are serviced by a sub-servicer, Seller shall irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer. (e) Seller shall cause Servicer of such matters or any sub-servicers engaged by Seller to execute a letter agreement with Buyer acknowledging Buyer’s security interest and agreeing that it shall deposit all Income with respect to the Purchased Assets in the Depository Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer may reasonably request, including, without limitation, recognition by the Servicer of Buyer's interest in such Purchased Mortgage Loans and the Servicer's agreement that upon receipt of notice to Seller of an Event of Default from under this Agreement, Servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer, it will follow the instructions of Buyer with respect to the Purchased Mortgage Loans and any related Income with respect thereto. e. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreement, Buyer shall have the right to immediately terminate the Servicer's right to service the Purchased Mortgage Loans under the Servicing Agreement without (f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any penalty or termination fee. Seller Transaction and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretionthis Agreement. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify Buyer.

Servicing. a. Seller, on Buyer's behalf, shall contract with Servicer to, or if Seller is (a) Notwithstanding the Servicer, Seller shall, service the Mortgage Loans consistent with the degree purchase and sale of skill and care that Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. The Servicer shall (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 and (iii) not impair the rights of Buyer in any 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. b. Seller shall cause the Servicer to hold or cause to be held all escrow 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 funds were collected. c. Seller shall cause the Servicer to deposit all collections received by Servicer on the Purchased Mortgage Loans in hereby, Seller shall continue to service or cause the Collection Account no later than servicing of the 5th Business Day following receiptPurchased Mortgage Loans for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Purchased Mortgage Loan prior to the related Repurchase Date pursuant to Section 8, Buyer's assigns; provided, however, that any amounts required the obligations of Seller to be remitted to Buyer shall be deposited in service 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 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 shall cease upon the payment by Seller to Buyer of the Repurchase Price therefor. Seller shall service the Purchased Mortgage Loans in accordance with the servicing standards maintained by other prudent mortgage lenders with respect to mortgage loans similar to the Mortgage Loans. At all times while Transactions remain outstanding hereunder, the Seller shall employ a master servicer (the "Master 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 Mortgage Loans pursuant to a master servicing agreement (the Master Servicing Agreement). The Seller hereby assigns its rights in the Master Servicing Agreement to Buyer for the term of this Agreement. (b) Seller agrees that 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 related Income other records relating to or evidencing the servicing of Purchased Mortgage Loans subject to outstanding Transactions (the "SERVICING RECORDS"). Seller grants Buyer a security interest in all servicing fees and rights relating to the Purchased Mortgage Loans and all Servicing Records to secure the obligation of the Seller or its designee to service in conformity with respect theretothis Section and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer's request. e. (c) Upon the occurrence and continuance of an Event of Default hereunder Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Mortgage Loans on a servicing released basis (ii) terminate the Seller as servicer of the Purchased Mortgage Loans with or a material default under without cause, in each case without payment of any termination fee or (iii) instruct the Master Servicer to transfer and assume the servicing relating to the Purchased Mortgage Loans pursuant to the Master Servicing Agreement, Buyer . (d) Seller shall have the right to immediately terminate the Servicer's right not employ sub-servicers to service the Purchased Mortgage Loans under without the Servicing Agreement without payment prior written approval of any penalty or termination fee. Seller and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretionBuyer. f. If (e) Seller should discover shall cause any sub-servicer hereunder to execute a letter agreement with Buyer acknowledging Buyer's security interest and agreeing that, for any reason whatsoeverupon notice from Buyer (or the Custodian on its behalf) that an Event of Default has occurred and in continuing hereunder, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities it shall deposit all Income with respect to the Purchased Mortgage Loans, Loans in the amount specified in the third sentence of Section 5(a). Seller shall promptly notify Buyercause the servicer or any sub-servicer hereunder to segregate and hold for the benefit of Buyer as bailee the credit files relating to the Purchased Mortgage Loans and upon notice from Buyer cause the servicer or applicable sub-servicer to deliver such files to the Custodian.

Servicing. a. Seller, on Buyer's behalf, shall contract with Servicer to, or if Seller is (a) Notwithstanding the Servicer, Seller shall, service the Mortgage Loans consistent with the degree purchase and sale of skill and care that Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. The Servicer shall (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 and (iii) not impair the rights of Buyer in any 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. b. Seller shall cause the Servicer to hold or cause to be held all escrow 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 funds were collected. c. Seller shall cause the Servicer to deposit all collections received by Servicer on the Purchased Mortgage Loans in hereby, Seller shall continue to service the Collection Account no later than Purchased Mortgage Loans for the 5th Business Day following receiptbenefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Purchased Mortgage Loan prior to the related Repurchase Date pursuant to Section 8, Buyer's assigns; provided, however, that any amounts required the obligations of Seller to be remitted service the Purchased Mortgage Loans shall cease, at Seller's option, upon the payment by Seller to Buyer of the Repurchase Price therefor. Seller shall be deposited service the Purchased Mortgage Loans in accordance with the Collection Account on or prior servicing standards maintained by other prudent mortgage lenders with respect to mortgage loans similar to the day on which such remittance is to occur. d. Upon Buyer's request, Seller shall provide promptly to Buyer (i) a Servicer Notice addressed to and agreed to by the Servicer of the related Purchased Mortgage Loans. (b) Seller agrees that Buyer is the owner of all servicing records, advising such Servicer including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of such matters 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 Mortgage Loans (the "SERVICING RECORDS") so long as the Purchased Mortgage loans are subject to this Agreement. Seller grants Buyer may reasonably request, including, without limitation, recognition by the Servicer of Buyer's a security interest in such all servicing fees and rights relating to the Purchased Mortgage Loans and all Servicing Records to secure the Servicerobligation of the Seller or its designee to service in conformity with this Section and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer's agreement that upon receipt of notice request. (c) Upon the occurrence and continuance of an Event of Default from Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Mortgage Loans on a servicing released basis or (ii) terminate the Seller as servicer of the Purchased Mortgage Loans with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers to service the Purchased Mortgage Loans without the prior written approval of Buyer, which approval shall not be unreasonably withheld. (e) Seller shall cause any sub-servicers engaged by Seller to execute a letter agreement with Buyer acknowledging Buyer's security interest and agreeing that, upon notice from Buyer (or the Custodian on its behalf) that an Event of Default has occurred and in continuing hereunder, it will follow the instructions of Buyer shall deposit all Income with respect to the Purchased Mortgage Loans and any related Income with respect theretoin the account specified in the third sentence of Section 5(a). e. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreement, Buyer shall have the right to immediately terminate the Servicer's right to service the Purchased Mortgage Loans under the Servicing Agreement without payment of any penalty or termination fee. Seller and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify Buyer.

Servicing. a. SellerActing directly or through one or more Subservicers as provided in Section 3.03, on Buyer's behalf, the Servicer shall contract with Servicer to, or if Seller is the Servicer, Seller shall, service and administer the Mortgage Loans consistent with the degree of skill and care that Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. The Servicer shall (i) comply with all applicable Federalthis Agreement, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the rights of Buyer in any 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. b. Seller shall cause the Servicer to hold or cause to be held all escrow 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 funds were collected. c. Seller shall cause the Servicer 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 amounts required to 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 Notice addressed to and agreed to by the Servicer terms of the related Purchased respective Mortgage Loans, advising such Servicer of such matters as Buyer may reasonably request, all applicable laws (including, without limitation, recognition any applicable predatory and abusive lending laws), and its normal and customary servicing standards, and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. The Servicer shall not be required to institute litigation for collection of any payment if it reasonably questions its ability to enforce the provision of the Mortgage Loan under which the payment is required. Subject to the terms hereof, the Servicer shall have full power and authority to execute and deliver, on behalf of the Trustee, customary consents, waivers and similar instruments. Subject to Section 3.03, the Servicer may, and is hereby authorized to, perform any of its servicing responsibilities with respect to all or certain of the Mortgage Loans through a Subservicer as it may from time to time designate, but no such designation of a Subservicer shall serve to release the Servicer from any of its obligations under this Agreement. Such Subservicer shall have the rights and powers of the Servicer which have been delegated to such Subservicer with respect to such Mortgage Loans under this Agreement. Without limiting the generality of the foregoing, but subject to Sections 3.11 and 3.12, the Servicer in its own name or in the name of a Subservicer may be authorized and empowered pursuant to a power of attorney executed and delivered by the Trustee to execute and deliver, and may be authorized and empowered by the Trustee to execute and deliver, on behalf of itself, the Holders and the Trustee or any of them, (i) any and all instruments of satisfaction or cancellation or of partial or full release or discharge and all other comparable instruments with respect to the Mortgage Loans and the Mortgaged Properties, (ii) to institute foreclosure proceedings or obtain a deed in lieu of foreclosure so as to effect ownership of any Mortgaged Property in the name of the Servicer on behalf of the Trustee, and (iii) to hold title to any Mortgaged Property upon such foreclosure or deed in lieu of foreclosure on behalf of the Trustee. Section 3.11(a) and Section 3.12(a) shall each constitute a revocable power of attorney from the Trustee to the Servicer to execute an instrument of satisfaction (or assignment of mortgage without recourse) for any Mortgage Loan held by the Trustee paid in full or foreclosed (or for which payment in full has been escrowed). Revocation of such power of attorney shall take effect upon (i) the receipt by the Servicer of Buyer's interest in such Purchased Mortgage Loans and written notice thereof from the Trustee or (ii) the termination of the Trust. Upon written instructions from the Servicer's agreement that upon receipt , the Trustee shall execute any documentation furnished to it by the Servicer for recordation by the Servicer in the appropriate jurisdictions as shall be necessary to effectuate the foregoing. Subject to Sections 3.11 and 3.12, the Trustee shall execute a power of notice of an Event of Default from Buyer, it will follow the instructions of Buyer with respect attorney to the Purchased Mortgage Loans Servicer or any Subservicer and furnish them with any related Income with respect thereto. e. Upon other documents as the occurrence of an Event of Default hereunder Servicer or a material default under such Subservicer shall reasonably request in writing to enable the Servicing Agreement, Buyer Servicer and such Subservicer to carry out their respective servicing and administrative duties hereunder. The Servicer shall have give prompt written notice to the right to immediately terminate the Servicer's right to service the Purchased Mortgage Loans under the Servicing Agreement without payment Trustee of any penalty or termination fee. Seller and action, of which the Servicer shall cooperate in transferring has actual knowledge, to (i) assert a claim against the servicing of Trust or (ii) assert jurisdiction over the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretionTrust. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify Buyer.

Servicing. a. (a) Notwithstanding the purchase and sale of the Purchased Assets hereby, Seller, on Buyer's behalf, Servicer or a third party servicer approved by Purchaser shall contract with Servicer to, or if Seller is the Servicer, Seller shall, service the Mortgage Loans consistent Purchased Assets (such Purchased Assets, “Serviced Assets”) pursuant to the Interim Servicing Agreement (or any other Servicing Agreement approved by Purchaser) for the benefit of Purchaser. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost and for the benefit of Purchaser in accordance with the degree Interim Servicing Agreement and Accepted Servicing Practices approved by Purchaser in the exercise of skill its sole and care that Seller customarily requires absolute business judgment and maintained by other prudent mortgage lenders with respect to mortgage loans similar Mortgage Loans owned or managed by it to the Serviced Assets, provided, however, that the obligations of Seller to service any of the Serviced Assets shall cease, at Purchaser’s option in its sole and in accordance with Accepted Servicing Practices. The Servicer shall absolute discretion, upon the earliest of (i) comply with all applicable Federal, State the occurrence and local laws and regulationscontinuance of an Event of Default, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the rights of Buyer in any 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. b. Seller shall cause the Servicer to hold or cause to be held all escrow funds collected by Servicer with respect to any Purchased Mortgage Loans Asset, the delivery by Purchaser to Seller of at least ten (10) days’ prior written notice of the decision by Purchaser to transfer the servicing rights of such Purchased Asset to either Purchaser or another third party servicer selected by Purchaser upon the occurrence and continuance of any event of default (however defined) under the related Purchased Asset Documents (other than the events of default existing as of the Closing Date (as identified on Exhibit X hereto) with respect to each Purchased Asset and which remain uncured after the Closing Date) for such Purchased Asset (provided, that Seller shall have the right, during such ten (10) day period after written notice, to repurchase such Purchased Asset in trust accounts and shall apply the same accordance with Article 3(e) hereof or exercise its right to substitute a Substitute Eligible Asset for the purposes for which such funds were collected. c. related Purchased Asset in accordance with Article 3(m)) or (iii) the delivery by Purchaser to Seller shall cause of at least ten (10) days’ prior written notice of the Servicer decision by Purchaser to deposit transfer the servicing rights of any or all collections received of the Serviced Assets to either Purchaser or another third party servicer selected by Servicer on Purchaser upon the Purchased Mortgage Loans occurrence of a “Servicing Termination Event” (as defined in the Collection Account no later than the 5th Business 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 remittance is to occur. d. Upon Buyer's requestapplicable Servicing Agreement). In each case, Seller shall provide promptly take all actions necessary to Buyer effectuate the underlying servicing transfer as expeditiously as possible. (ib) a Servicer Notice addressed Seller agrees that Purchaser is the owner of all servicing records, including but not limited to any and agreed to by the Servicer of the related Purchased Mortgage Loans, advising such Servicer of such matters as Buyer may reasonably request, all servicing agreements (including, without limitationlimitation the Interim Servicing Agreement with Servicer) (collectively, recognition by the Servicer “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of Buyer's 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 grants Purchaser a security interest in all servicing fees and rights relating to the Purchased Assets and all Servicing Records to secure the obligation of Seller or its designee to service in conformity with this Article 27 and any other obligation of Seller to Purchaser. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Purchaser or its designee (including the Custodian) at Purchaser’s request. For the avoidance of doubt, Seller does not retain economic or other beneficial rights to the Servicing Rights, other than Seller’s rights under the Servicing Agreement. As such, Seller expressly acknowledges that the Purchased Mortgage Loans and Assets are sold to Purchaser on a “servicing released” basis. (c) During the Servicer's agreement that upon receipt of notice continuance of an Event of Default from BuyerDefault, it will follow the instructions of Buyer with respect Purchaser may, in its sole discretion, (i) sell its right to the Purchased Mortgage Loans and Assets on a servicing released basis to any related Income Person (including a Prohibited Transferee) or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with respect theretoor without cause, in each case without payment of any termination fee. e. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreement, Buyer (d) Neither Seller nor Servicer shall have the right to immediately terminate the Servicer's right employ sub-servicers to service the Purchased Mortgage Loans under Assets without the prior written approval of Purchaser. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreement without Agreements in the Purchased Assets to Purchaser. (e) The payment of any penalty or termination fee. servicing fees shall be the sole and exclusive responsibility of Seller and the Servicer such fees shall cooperate in transferring the servicing be subordinate to payment of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretionamounts outstanding under any Transaction and this Agreement. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify Buyer.

Servicing. a. Seller, on Buyer's behalf, shall contract with Servicer to, or if Seller is (a) Notwithstanding the Servicerpurchase and sale of the Purchased Loans hereby, Seller shall, or Sponsor or any other third party servicer approved by Buyer shall continue to service the Mortgage Purchased Loans consistent with for the degree of skill and care that Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. The Servicer shall (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 and (iii) not impair the rights benefit of Buyer in any Mortgage Loans and, if Buyer shall exercise its rights to pledge 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. b. Seller shall cause the Servicer to hold or cause to be held all escrow 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 funds were collected. c. Seller shall cause the Servicer to deposit all collections received by Servicer on hypothecate the Purchased Mortgage Loans in prior to the Collection Account no later than the 5th Business Day following receiptRepurchase Date pursuant to Section 8, Buyer’s assigns; provided, however, that the obligations of Seller or Sponsor to service any amounts required to be remitted of the Purchased Loans shall cease, upon the payment by Seller to Buyer of the Repurchase Price therefor. Seller shall be deposited service or cause the servicer to service the Purchased Loans in accordance with Accepted Servicing Practices approved by Buyer in the Collection Account on exercise of its reasonable business judgment. (b) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements (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 prior evidencing the servicing of Purchased Loans (the “Servicing 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 day on which Purchased Loans and all Servicing Records to secure the obligation of the Seller or its designee to service in conformity with this Section and any other obligation of Seller to Buyer. Seller covenants to safeguard such remittance is Servicing Records and to occur. d. Upon Buyer's request, Seller shall provide deliver them promptly to Buyer or its designee (iincluding the Custodian) a Servicer Notice addressed to at Buyer’s request. (c) Upon the occurrence 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 Servicer's agreement that upon receipt of notice continuance of an Event of Default from Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Loans on a servicing released basis or (ii)terminate the Seller (in its capacity as servicer) or any sub-servicer of the Purchased Loans with or without cause, in each case without payment of any termination fee. Repurchase Agreement $400MM Facility (d) Seller shall not employ sub-servicers (other than the Sponsor) to service the Purchased Loans without the prior written approval of Buyer. If the Purchased Loans are serviced by a sub-servicer, Seller shall irrevocably assign all rights, title and interest in the Servicing Agreements in the Purchased Loans to Buyer. (e) Seller shall cause any sub-servicers engaged by Seller to execute a letter agreement with Buyer acknowledging Buyer’s security interest and agreeing that it will follow the instructions of Buyer shall deposit all Income with respect to the Purchased Mortgage Loans and any related Income with respect theretoin the Cash Management Account. e. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreement, Buyer shall have the right to immediately terminate the Servicer's right to service the Purchased Mortgage Loans under the Servicing Agreement without (f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any penalty or termination fee. Seller Transaction and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretionthis Agreement. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify Buyer.

Servicing. a. (a) Seller, on Buyer's ’s behalf, shall contract with require each Servicer to, or if Seller is the Servicer, Seller shall, to service the Mortgage Loans Underlying Assets consistent with the degree of skill and care that Seller such Servicer customarily requires uses with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. The Seller shall cause each Servicer shall 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 Servicer to perform its servicing responsibilities hereunder and (iii) not impair the rights of Buyer in any Mortgage Loans Underlying Assets 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. b. (b) Subject to the applicable Servicer Notice and Agreement, Seller shall cause the each Servicer to hold or cause to be held all escrow funds any Escrow Payments collected by such Servicer with respect to any Purchased Mortgage Loans Underlying Assets in trust accounts and shall apply the same for the purposes for which such funds Escrow Payments were collected. c. . Subject to the applicable Servicer Notice and Agreement, Seller shall cause the each Servicer to deposit segregate all collections Income received by Servicer on with respect to the Purchased Mortgage Loans Underlying Assets and hold such Income in trust for the Collection Account no later than sole and exclusive benefit of Buyer and properly reflect Buyer’s interest in such Income in Servicer’s books and records. (c) Seller shall cause each Servicer to comply with the 5th Business Day following receipt; providedrequirements set forth in Section 7(d). (d) Seller shall cause each Servicer to, 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 first Purchase Date with respect to any Underlying Asset serviced by such remittance is to occur. d. Upon Buyer's requestServicer, Seller shall promptly provide promptly to Buyer (i) a servicer notice in the form of a Servicer Notice and Agreement addressed to and agreed to by the Servicer of the related Purchased Mortgage LoansUnderlying Assets, advising such Servicer of such matters as Buyer may reasonably request, including, without limitation, recognition by the Servicer of Buyer's ’s interest in such Purchased Mortgage Loans Underlying Assets and the Servicer's ’s agreement that upon receipt of notice of an Event of Default from Buyer, a default by Servicer under the Servicing Agreement or a failure of Servicer to comply with the terms of the Servicer Notice and Agreement, it will follow the instructions of Buyer with respect to the Purchased Mortgage Loans Underlying Assets and any related Income with respect thereto. e. Upon the occurrence thereto and provide such information as Buyer may request from time to time, including a reporting tape with respect to such Underlying Assets; provided, that, prior to receipt of such notice of an Event of Default hereunder from Buyer or a material default by Servicer under the Servicing Agreement or a failure of Servicer to comply with the terms of the Servicer Notice and Agreement, Servicer may follow the directions and instructions of Seller with respect to Servicer’s duties and obligations under the Servicing Agreement. Upon notice thereof to Servicer from Buyer, the Servicing Agreement and the Servicer Notice and Agreement shall together constitute a separate and distinct servicing agreement for the Underlying Assets. (e) Buyer shall have the right right, in accordance with the applicable Servicer Notice and Agreement, to immediately terminate the a Servicer's ’s right to service the Purchased Mortgage Loans Underlying Assets under the related Servicing Agreement without payment of any penalty or termination fee. If Buyer desires to exercise such right of termination, Buyer shall provide Seller with notice thereof and Seller shall immediately terminate such Servicer’s right to service such Underlying Assets in accordance with the terms of the related Servicing Agreement; provided, that, prior to the date of termination of the related Servicer by Seller (i) a replacement servicer acceptable to Buyer in its sole discretion is selected, (ii) a new servicing agreement with such replacement servicer is entered into and (iii) such replacement servicer enters into a Servicer Notice and Agreement acceptable to Buyer in Buyer’s sole discretion. Seller, Buyer and each Servicer shall cooperate in transferring the servicing and all Records of the Purchased Mortgage Loans such Underlying Assets to a successor servicer appointed selected by Buyer or Seller (as applicable) in its sole discretionaccordance with this Section. f. (f) If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan a Servicer has failed to perform fully Seller's any of its obligations under the Program Agreements or any of the obligations of such entities related Servicing Agreement with respect to the Purchased Mortgage LoansUnderlying Assets, Seller shall promptly notify Buyer and promptly remedy any non-compliance. (g) Seller’s rights and obligations to have the Underlying Assets serviced by the related Servicer shall terminate on the 20th calendar day of each month (and if such day is not a Business Day, the next succeeding Business Day), unless otherwise directed in writing from Buyer to Seller prior to such date. For the avoidance of doubt, this Section 11(g) shall no longer apply to any Underlying Asset 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 termination, Seller shall within sixty (60) days (or such longer period as may be agreed to by the Buyer) cause the related Servicer to transfer servicing to the designee specified by Buyer, including, without limitation, delivery of all servicing files to the designee of Buyer. The related Servicer’s delivery of servicing files shall be in accordance with Accepted Servicing Practices. Seller and the related Servicer shall have no right to select a subservicer or successor servicer. After the servicing terminates and until the servicing transfer date is established with the designee of Buyer, Seller shall cause the related Servicer to service the Underlying Assets in accordance with the terms of this Agreement and for the benefit of Buyer.

Servicing. a. Seller(a) The Sellers, on the Buyer's ’s behalf, shall contract with the Servicer to, or if a Seller is the Servicer, such Seller shall, service the Mortgage Loans consistent with the degree of skill and care that such Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. The Servicer shall (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 and (iii) not impair the rights of the Buyer in any Mortgage Loans or any payment thereunder. The Buyer may terminate the servicing of any Mortgage Loan with the then-then existing servicer in accordance with Section 12(e16(e) hereof. b. Seller (b) The Sellers shall cause the Servicer to hold or cause to be held all escrow funds collected by Servicer the Sellers with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such funds were collected. c. Seller (c) The Sellers shall cause the Servicer to deposit all collections received by Servicer the Sellers on account of the Purchased Mortgage Loans in the Collection Account no later than the 5th two Business Day Days 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 remittance is to occur. d. Upon Buyer's request, Seller (d) The Sellers shall provide promptly to the Buyer (i) a Servicer Notice addressed to and agreed to by the Servicer of the related Purchased Mortgage Loans, advising such Servicer of such matters as the Buyer may reasonably request, including, without limitation, recognition by the Servicer of the Buyer's ’s interest in such Purchased Mortgage Loans and the Servicer's ’s agreement that upon receipt of notice of an Event of Default from the Buyer, it will follow the instructions of the Buyer with respect to the Purchased Mortgage Loans and any related Income with respect thereto. e. (e) Upon the occurrence of an a Default or Event of Default hereunder or a material default under the Servicing Agreement, the Buyer shall have the right to immediately terminate the Servicer's ’s right to service the Purchased Mortgage Loans under the Servicing Agreement without payment of any penalty or termination fee. Seller and the Servicer The Sellers shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by the Buyer in its sole discretion. f. (f) If any Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller the Sellers by contract for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's the Sellers’ obligations under the Program Agreements Facility Documents or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller the Sellers shall promptly notify the Buyer.

Servicing. a. SellerSellers, on Buyer's ’s behalf, shall contract with Servicer to, or if a Seller is the Servicer, such Seller shall, service the Mortgage Loans consistent with the degree of skill and care that Seller Sellers customarily requires require with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. The Servicer shall (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 and (iii) not impair the rights of Buyer in any 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. b. Seller ▇. ▇▇▇▇▇▇▇ shall cause the Servicer to hold or cause to be held all escrow 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 funds were collected. c. Seller ▇. ▇▇▇▇▇▇▇ shall cause the Servicer 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 amounts required to 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 ’s request, Seller Sellers shall provide promptly to Buyer (i) 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 ’s interest in such Purchased Mortgage Loans and the Servicer's ’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 Mortgage Loans and any related Income with respect thereto. e. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreement, Buyer shall have the right to immediately terminate the Servicer's ’s right to service the Purchased Mortgage Loans under the Servicing Agreement without payment of any penalty or termination fee. Seller Sellers and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. f. If Seller Sellers should discover that, for any reason whatsoever, Seller Sellers or any entity responsible to Seller Sellers for managing or servicing any such Purchased Mortgage Loan has have failed to perform fully Seller's Sellers’ obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller Sellers shall promptly notify Buyer.

Servicing. a. SellerSellers, on Buyer's behalf, shall contract with Servicer to, or if any Seller is the Servicer, such Seller shall, service the Mortgage Loans consistent with the degree of skill and care that each Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. The Servicer shall (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 and (iii) not impair the rights of Buyer in any 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. b. Seller ▇. ▇▇▇▇▇▇▇ shall cause the Servicer to hold or cause to be held all escrow 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 funds were collected. c. Seller ▇. ▇▇▇▇▇▇▇ shall cause the Servicer 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 amounts required to 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 Sellers shall provide promptly to Buyer (i) 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 such Purchased Mortgage Loans 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 Mortgage Loans and any related Income with respect thereto. e. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreement, Buyer shall have the right to immediately terminate the Servicer's right to service the Purchased Mortgage Loans under the Servicing Agreement without payment of any penalty or termination fee. Seller Sellers and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. f. If Seller Sellers should discover that, for any reason whatsoever, Seller Sellers or any entity responsible to Seller Sellers for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's Sellers' obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller Sellers shall promptly notify Buyer.

Servicing. a. (a) Notwithstanding the purchase and sale of the Purchased Assets hereby, Seller, on Buyer's behalf, Servicer or a third party servicer approved by Purchaser shall contract with Servicer to, or if Seller is the Servicer, Seller shall, service the Mortgage Loans consistent Purchased Assets (such Purchased Assets, “Serviced Assets”) pursuant to the Interim Servicing Agreement (or any other Servicing Agreement approved by Purchaser) for the benefit of Purchaser. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost and for the benefit of Purchaser in accordance with the degree Interim Servicing Agreement and Accepted Servicing Practices approved by Purchaser in the exercise of skill its sole and care that Seller customarily requires absolute business judgment and maintained by other prudent mortgage lenders with respect to mortgage loans similar Mortgage Loans owned or managed by it to the Serviced Assets, provided, however, that the obligations of Seller to service any of the Serviced Assets shall cease, at Purchaser’s option in its sole and in accordance with Accepted Servicing Practices. The Servicer shall absolute discretion, upon the earliest of (i) comply with all applicable Federal, State the occurrence and local laws and regulationscontinuance of an Event of Default, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the rights of Buyer in any 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. b. Seller shall cause the Servicer to hold or cause to be held all escrow funds collected by Servicer with respect to any Purchased Mortgage Loans in trust accounts Asset, the delivery by Purchaser to Seller of at least ten (10) days’ prior written notice of the decision by Purchaser to transfer the servicing rights of such Purchased Asset to either Purchaser or another third party servicer selected by Purchaser upon the occurrence and shall apply continuance of any event of default (however defined) under the same related Purchased Asset Documents (other than the events of default existing as of the A&R Closing Date (as identified on Exhibit X hereto) with respect to each Purchased Asset and which remain uncured after the A&R Closing Date) for the purposes for which such funds were collected. c. Purchased Asset (provided, that Seller shall cause have the Servicer right, during such ten (10) day period after written notice, to deposit repurchase such Purchased Asset in accordance with Article 3(e) hereof or (iii) the delivery by Purchaser to Seller of at least ten (10) days’ prior written notice of the decision by Purchaser to transfer the servicing rights of any or all collections received of the Serviced Assets to either Purchaser or another third party servicer selected by Servicer on Purchaser upon the Purchased Mortgage Loans occurrence of a “Servicing Termination Event” (as defined in the Collection Account no later than the 5th Business 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 remittance is to occur. d. Upon Buyer's requestapplicable Servicing Agreement). In each case, Seller shall provide promptly take all actions necessary to Buyer effectuate the underlying servicing transfer as expeditiously as possible. (ib) a Servicer Notice addressed Seller agrees that Purchaser is the owner of all servicing records, including but not limited to any and agreed to by the Servicer of the related Purchased Mortgage Loans, advising such Servicer of such matters as Buyer may reasonably request, all servicing agreements (including, without limitationlimitation the Interim Servicing Agreement with Servicer) (collectively, recognition by the Servicer “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of Buyer's 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 grants Purchaser a security interest in all servicing fees and rights relating to the Purchased Assets and all Servicing Records to secure the obligation of Seller or its designee to service in conformity with this Article 27 and any other obligation of Seller to Purchaser. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Purchaser or its designee (including the Custodian) at Purchaser’s request. For the avoidance of doubt, Seller does not retain economic or other beneficial rights to the Servicing Rights, other than Seller’s rights under the Servicing Agreement. As such, Seller expressly acknowledges that the Purchased Mortgage Loans and Assets are sold to Purchaser on a “servicing released” basis. (c) During the Servicer's agreement that upon receipt of notice continuance of an Event of Default from BuyerDefault, it will follow the instructions of Buyer with respect Purchaser may, in its sole discretion, (i) sell its right to the Purchased Mortgage Loans and Assets on a servicing released basis to any related Income Person (including a Prohibited Transferee) or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with respect theretoor without cause, in each case without payment of any termination fee. e. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreement, Buyer (d) Neither Seller nor Servicer shall have the right to immediately terminate the Servicer's right employ sub-servicers to service the Purchased Mortgage Loans under Assets without the prior written approval of Purchaser. If the Purchased Assets are serviced by a sub-servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the Servicing Agreement without Agreements in the Purchased Assets to Purchaser. (e) The payment of any penalty or termination fee. servicing fees shall be the sole and exclusive responsibility of Seller and the Servicer such fees shall cooperate in transferring the servicing be subordinate to payment of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretionamounts outstanding under any Transaction and this Agreement. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify Buyer.

Servicing. a. (a) Seller, on Buyer's ▇▇▇▇▇’s behalf, shall contract with Servicer to, or if Seller is the Servicer, Seller shall, service the Mortgage Loans Purchased Assets pursuant to the Servicing Agreement, consistent with the degree of skill and care that Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. The Servicing Agreement shall require, inter alia, that: Servicer shall (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 and (iii) not impair the rights of Buyer in any Mortgage Loans Purchased Assets or any payment thereunder. Buyer may terminate In addition, the servicing of any Mortgage Loan with the then-existing servicer in accordance with Section 12(e) hereof. b. Seller Servicing Agreement shall cause the require that Servicer to hold or cause to be held all escrow 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 funds were collected. c. Seller shall cause the Servicer to deposit all collections of Income (other than amounts deposited in escrow accounts pursuant to the Servicing Agreement and Servicer’s fees or other amounts due to the Servicer pursuant to the Servicing Agreement) received by Servicer on account of the Purchased Mortgage Loans Assets in the Collection Account no later than the 5th Business Day following receipt; providedServicer Remittance Date. (b) Upon the occurrence of a Servicer Termination Event, however, that any amounts required to be remitted to Buyer shall be deposited have the right to immediately terminate Servicer’s right to service the Purchased Assets without payment of any penalty or termination fee. Seller and Servicer shall cooperate in transferring the Collection Account on servicing of the Purchased Assets to a successor servicer appointed by ▇▇▇▇▇ in its sole discretion. (c) If Seller should discover that, for any reason whatsoever, Servicer or prior any entity responsible for managing or servicing any Purchased Assets has failed to perform in all material respects any of the obligations of such entities with respect to the day on which such remittance is to occurPurchased Assets, or that an event of default under the Servicing Agreement has occurred, Seller shall promptly notify Buyer. d. Upon Buyer's request(d) 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 (i) a Servicer Notice addressed to and agreed to by the third-party Servicer of the related Purchased Mortgage LoansAssets, advising such third-party Servicer of such matters as Buyer may reasonably request, including, without limitation, recognition by the Servicer master servicer of Buyer's ’s interest in such Purchased Mortgage Loans Assets and the third-party Servicer's ’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 Mortgage Loans Assets and any related Income with respect thereto. e. Upon the occurrence of an Event of Default hereunder (e) Seller shall not employ sub-servicers (other than Servicer or a material default under the Servicing Agreement, Buyer shall have the right to immediately terminate the Servicer's right Affiliates thereof or third-party Servicers) to service the Purchased Mortgage Loans under Assets without the Servicing Agreement without payment prior written approval of any penalty Buyer, which such approval shall not be unreasonably withheld. If the Purchased Assets are serviced, in whole or termination fee. Seller and the in part, by a sub-servicer (i) Servicer shall cooperate in transferring nevertheless remain primarily liable to Buyer for the servicing of the Purchased Mortgage Loans Assets under the Servicing Agreement; and (ii) any agreement with a subservicer shall entitle Buyer to a successor servicer appointed by Buyer terminate such subservicer without fee or penalty in its sole discretionthe event that Servicer is replaced subject to the terms of the applicable sub-servicing agreement. f. If (f) Seller should discover thatshall cause Servicer to provide to Buyer, for any reason whatsoeverelectronically, in a format mutually acceptable to Buyer and Seller, by no later than the Reporting Date, the Servicing Report. (g) For the avoidance of doubt, Seller or any entity responsible retains no rights to Seller for managing or the servicing any such Purchased Mortgage Loan has failed to perform fully other than Seller's obligations ’s rights under the Program Agreements or any of the obligations of such entities with respect to Servicing Agreement. As such, Seller expressly acknowledges that the Purchased Mortgage Loans, Seller shall promptly notify BuyerAssets are sold to Buyer on a “servicing released” basis with such servicing retained by Servicer.

Servicing. a. Seller, on Buyer's behalf, shall contract with Servicer to, or if (a) Seller is the Servicer, Seller shall, service the Mortgage Loans consistent with the degree of skill and care Buyer agree that Seller customarily requires all Servicing Rights with respect to similar Mortgage Loans owned the Purchased Assets 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 ▇▇▇▇▇▇▇▇▇▇ Price for the Purchased Assets, and any servicing provisions of this Agreement or managed by it and in accordance with Accepted Servicing Practices. The Servicer shall any other Program Document constitute (i) comply with all applicable Federal, State and local laws and regulations, “related terms” under this Agreement within the meaning of Section 101(47)(A)(i) of the Bankruptcy Code and/or (ii) maintain all state and federal licenses necessary a security agreement or other arrangement or other credit enhancement related to the Program Documents. Notwithstanding the transfer of Servicing Rights to Buyer, Buyer hereby agrees that Servicer may, subject to the terms of the Servicing Agreement, continue to service the Purchased Assets (excluding the Servicing Rights) for it to perform its servicing responsibilities hereunder and (iii) not impair the rights benefit of Buyer and Buyer’s successors or permitted assigns; provided, however, that Servicer shall have entered into the Servicer Notice and Acknowledgement and, if the Servicer is not Midland Loan Services, a Division of PNC Bank, National Association, such other Servicer shall have entered into documentation satisfactory to Buyer acknowledging Buyer’s interest in any Mortgage Loans or any payment thereunder. Buyer may the related Purchased Assets and its rights to sell such Purchased Assets on a servicing-released basis and to terminate the servicing term of any Mortgage Loan with the then-existing servicer in accordance with Section 12(e) hereof. b. Seller shall cause the Servicer to hold or cause to be held all escrow funds collected by such Servicer with respect to any Purchased Mortgage Loans in trust accounts Assets sold by Buyer upon the occurrence and shall apply during the same for the purposes for which such funds were collected. c. continuance of an Event of Default. Seller shall cause the Servicer Purchased Assets to deposit be serviced in accordance with Accepted Servicing Practices as provided in the Servicing Agreement. (b) Seller agrees that Buyer is the owner of all collections received by Servicer on servicing records, including but not limited to the Servicing Agreement 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 Assets (collectively, the “Servicing Records”) so long as the Purchased Mortgage Loans Assets are subject to this Agreement. Seller covenants to safeguard such Servicing Records (if any are in the Collection Account no later than the 5th Business Day following receipt; provided, however, that any amounts required Seller’s possession) and to 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 deliver them promptly to Buyer or its designee (iincluding Custodian) a Servicer Notice addressed to at Buyer’s request. (c) Upon the occurrence and agreed to by during 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 Servicer's agreement that upon receipt of notice continuance of an Event of Default from BuyerDefault, it will follow the instructions of Buyer with respect may, in its sole discretion, (i) sell its rights to the Purchased Mortgage Loans and Assets on a servicing-released basis and/or (ii) terminate any related Income with respect thereto. e. Upon the occurrence Servicer or any sub-servicer of an Event of Default hereunder or a material default under the Servicing Agreement, Buyer shall have the right to immediately terminate the Servicer's right to service the Purchased Mortgage Loans under the Servicing Agreement Assets with or without cause, in each case without payment of any penalty or termination fee. Seller shall use commercially reasonable efforts to cause Servicer to cooperate with Buyer in effecting such termination and transferring all authority to service such Purchased Asset to the successor servicer, including requiring Servicer shall to (i) promptly transfer all data in its possession relating to the Purchased Assets to the successor servicer in such electronic format as the successor servicer may reasonably request, (ii) promptly transfer to the successor servicer, 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 in transferring and coordinate with the successor servicer and/or Buyer to comply with any applicable legal or regulatory requirement associated with the transfer of the servicing of the applicable Purchased Mortgage Loans Assets. Seller agrees that if Seller or any Servicer fails to a cooperate with Buyer or any successor servicer appointed in effecting the termination of such Servicer as servicer of any Purchased Asset or the transfer of all authority to service such Purchased Asset to such successor servicer in accordance with the terms hereof and the Servicing Agreement, Buyer will be irreparably harmed and entitled to injunctive relief. (d) Seller shall not employ any Servicer rated below “above average” by Buyer S&P, unless such Servicer is otherwise approved by Buyer, in its sole and absolute discretion, to service the Purchased Assets (excluding the Servicing Rights). f. (e) If Seller should discover thatServicer is an Affiliate of Seller, for Pledgor, Guarantor or Originator, the payment of servicing fees shall be subordinate to payment of amounts outstanding under any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify BuyerTransaction and this Agreement.

Servicing. a. Seller(a) The parties hereto agree and acknowledge that the Purchased Assets are sold to Purchaser on a “servicing released” basis and Purchaser is owner of all Servicing Rights so long as the Purchased Assets are subject to this Agreement. Notwithstanding the foregoing, on Buyer's behalf, each Seller shall contract with Servicer to, or if Seller is the Servicer, Seller shall, service the Mortgage Loans consistent with the degree of skill and care that Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. The Servicer be granted a revocable license (which license shall automatically be revoked (i) comply with all applicable Federal, State and local laws and regulations, every thirty (30) days unless Purchaser provides written notice to such Seller that such license is extended for another thirty (30) days or (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the rights of Buyer in any 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. b. Seller shall cause the Servicer to hold or cause to be held all escrow 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 funds were collected. c. Seller shall cause the Servicer 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 amounts required to 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 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 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 Mortgage Loans and any related Income with respect thereto. e. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreement, Buyer shall have the right Default) to immediately terminate the Servicer's right cause Servicer to service the Purchased Mortgage Loans Assets sold by such Seller, and such Seller shall, at such Seller’s sole cost and expense, cause the Servicer to service the Purchased Assets in accordance with the Servicing Agreement and this Article 28 and for the benefit of Purchaser. Notwithstanding the foregoing, no Seller or Servicer shall take any action or effect any modification or amendment of, or waiver under, any Purchased Asset which in each case is a Significant Modification without first having given prior notice thereof to Purchaser in each such instance and receiving the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed by Purchaser to the extent the applicable Seller is required to not unreasonably withhold, condition or delay its consent to such Significant Modification under the related Purchased Asset Documents. (b) The obligation of Servicer (or of the applicable Seller to cause Servicer) to service any of the Purchased Assets shall cease, at Purchaser’s option, upon the earliest of (i) Purchaser’s termination of Servicer in accordance with Article 28(c), (ii) Purchaser not extending the related Seller’s revocable license in accordance with Article 28(a) or (iii) the transfer of servicing to any other Servicer and the assumption of such servicing by such other Servicer in accordance with the terms of this Agreement. Each Seller agrees to reasonably 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, Sellers shall at their sole cost and expense transfer the servicing of the effected Purchased Assets to another Servicer designated by Purchaser and reasonably approved by the applicable Seller as expeditiously as possible. (c) Purchaser may, in its sole and absolute discretion, terminate any Servicer or any sub-servicer with respect to any Purchased Asset (i) upon the occurrence of an event of default by Servicer under the Servicing Agreement (including for the avoidance of doubt, any applicable Servicer Letter), or (ii) during the continuance of an Event of Default, either for cause or without cause, in each case of clauses (i) through (ii), without payment of any penalty or termination fee. (d) Sellers shall not, and shall not permit Servicer to, employ any other sub-servicers to service the Purchased Assets without the prior written approval of Purchaser, such approval not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Seller shall not be required to obtain Purchaser’s approval with respect to the employment by Seller, or any Servicer of any sub-servicer, (i) that is not responsible for the collection of any Income, escrow or reserve payments or the maintaining of any escrow or reserve accounts with respect to any Purchased Assets (collectively, “Cashiering Activities”) or (ii) that is responsible for Cashiering Activities provided that such subservicer is a Qualified Subservicer. If the Purchased Assets are serviced by a sub-servicer, each Seller shall irrevocably assign all rights, title and the Servicer shall cooperate interest in transferring the servicing of agreements with such sub-servicer to Purchaser. (e) Each Seller shall cause Servicer and any sub-servicer to service the Purchased Mortgage Loans Assets in accordance with Accepted Servicing Practices approved by Purchaser in the exercise of its reasonable business judgment. Unless Purchaser is a party to the related Servicing Agreement, each Seller shall cause Servicer and any sub-servicers engaged by Seller to execute a successor servicer appointed by Buyer letter agreement with Purchaser (a “Servicer Letter”) in form and substance acceptable to Purchaser in its sole discretion. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible and absolute discretion acknowledging Purchaser’s security interest in the Purchased Assets and agreeing to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities remit all Income received with respect to the Purchased Mortgage LoansAssets to the applicable Collection Account in accordance with Article 5(d). (f) Each Seller agrees that Purchaser is the owner of all servicing records related 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. Each Seller covenants to safeguard such Servicing Records and to deliver them promptly to Purchaser or its designee (including the applicable Custodian) at Purchaser’s request. (g) The payment of servicing fees shall promptly notify Buyerbe solely the responsibility of Sellers and shall be subordinate to payment of amounts outstanding and due to Purchaser under the Transaction Documents.

Servicing. a. (a) The Seller, on Buyer's ’s behalf, shall contract with Servicer to, or if the Seller is the Servicer, the Seller shall, service the Mortgage Loans consistent with the degree of skill and care that the Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. The Servicer shall (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 and (iii) not impair the rights of Buyer in any Purchased Mortgage Loans or any payment thereunder. Buyer may terminate the servicing of any Purchased Mortgage Loan with the then-then existing servicer in accordance with Section 12(e16(e) hereof. b. (b) The Seller shall cause the Servicer to hold or cause to be held all escrow funds collected by Servicer the Seller with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such funds were collected. c. (c) The Seller shall cause the Servicer to deposit all collections received by Servicer the Seller on account of the Purchased Mortgage Loans in the Collection Account no later than the 5th two Business Day Days 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 remittance is to occur. d. Upon Buyer's request, (d) The Seller shall provide promptly to Buyer (i) 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 ’s interest in such Purchased Mortgage Loans and the Servicer's ’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 Mortgage Loans and any related Income with respect thereto. e. (e) Upon the occurrence of an a Default or Event of Default hereunder or a material default under the Servicing Agreement, Buyer shall have the right to immediately terminate the Servicer's ’s right to service the Purchased Mortgage Loans under the Servicing Agreement without payment of any penalty or termination fee. The Seller and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. f. (f) If the Seller should discover that, for any reason whatsoever, Seller or any entity responsible to the Seller by contract for managing or servicing any such Purchased Mortgage Loan has failed to perform fully the Seller's ’s obligations under the Program Agreements Repurchase Documents or any of the obligations of such entities with respect to the Purchased Mortgage Loans, the Seller shall promptly notify Buyer.

Servicing. a. Seller, on Buyer's behalf, shall contract with Servicer to, or if (a) The Purchaser hereby engages and authorizes the Seller is to service and administer the Servicer, Seller shall, service the Mortgage Loans consistent with the degree of skill and care that Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and Receivables in accordance with Accepted Servicing Practicesthe terms of this Paragraph 7. The Servicer shall Seller agrees that (i) comply its servicing of the Receivables shall be carried out in accordance with all applicable Federalthe Seller's credit criteria and prudent, State customary and local laws and regulationsusual procedures of financial institutions which service assets similar to the Receivables and, (ii) maintain all state to the extent more exacting, the procedures which the Seller would use if the Receivables were beneficially owned by the Seller. The Seller, and federal licenses necessary its officers, employees, and agents and representatives shall be responsible for it to perform its servicing responsibilities hereunder and (iii) not impair the rights of Buyer in any 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. b. Seller shall cause the Servicer to hold or cause to be held all escrow 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 funds were collected. c. Seller shall cause the Servicer 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 amounts required to 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 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 requestReceivables, including, without limitation, recognition the processing, application and collection of payments due under the Receivable, the accounting functions with regard to the Receivables, and such other administrative actions as the Seller and the Purchaser shall deem necessary and desirable. (b) Subject to the provisions herein, the Seller shall have full power and authority, acting alone and subject only to the specific requirements and prohibitions of this Paragraph 7, to do and take any and all actions, or to refrain from taking any such actions and to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, including, without limitation, calculating and compiling information required in connection with any report to be delivered pursuant to this Paragraph 7. Without limiting the generality of the foregoing, but subject to the provisions of this Paragraph 7, the Seller is hereby authorized and empowered by the Servicer Purchaser on behalf of Buyerand for the benefit of the Purchaser (i) to execute and deliver, in the Seller's interest in such Purchased Mortgage Loans own name, on behalf of the Purchaser, any and the Servicer's agreement that upon receipt all instruments of notice satisfaction or cancellation, or of an Event of Default from Buyerpartial or full release or discharge, it will follow the instructions of Buyer and all other comparable instruments, with respect to the Purchased Mortgage Loans Receivables, including, without limitation, consenting to sales, transfers or encumbrances of the collateral or assignments and assumptions of the Receivable Documents, all in accordance with the terms of the Receivables and the Receivable Documents, (ii) take any related Income and all actions or refrain from taking any action to enforce, foreclose upon, exercise any right, remedy or privilege in respect of, manage, administer, settle, compromise, or amend, modify, supplement, otherwise deal with respect theretothe Receivables and the Receivable Documents and (iii) grant or withhold consent or approvals under the Receivables and the Receivable Documents, including, without limitation (A) the right to approve any amendment, modification (including any modification to any Receivable having a balloon principal payment to provide for monthly amortization payments), or waiver of any provision of the Receivable Documents; (B) controlling of the collection and enforcement of the Receivable Documents or realization thereon by suit, foreclosure, set-off, or otherwise; (C) consulting with legal counsel (including counsel for the Obligor), independent public accountants and other experts; (D) the employing of agents and attorneys-in-fact; (E) inspection of the subject real property; (F) the disbursement of insurance proceeds for the repair of damaged property; (G) the performance of such other matters as the Seller may deem necessary. Notwithstanding the foregoing, the Purchaser shall be notified of any proposed material modification to the terms of a Receivable covered by this Agreement and such a material modification may be made only if the Purchaser consents to such material modification. e. Upon (c) In connection with its servicing and administration of the Receivables, the Seller will provide the Purchaser with periodic reports in a form agreeable to the Purchaser. Such reports will be delivered on such periodic basis as will be agreed by the parties from time to time, but in no event less often than monthly. (d) After the occurrence of an Event event of Default hereunder or a material default under a Receivable, or an event which with the Servicing Agreementlapse of time would be an event of default under a Receivable, Buyer the Purchaser shall be notified of such event and shall have the right, but not the obligation, to administer, manage, perform, and enforce the terms of such Receivable and the related Receivable Documents (including, without limitation, the right to foreclose on any Mortgage securing such loan and security). The Purchaser may exercise such rights directly or indirectly, by directing the Seller as to the desired course of action with regard to such Receivable, or employ others to do so. The Purchaser shall not have the foregoing rights with respect to Receivables that have been repurchased by the Seller. (e) The Seller's and the Purchaser's obligations hereunder shall terminate with respect to a Receivable at the close of business at the earliest of (i) the date that the obligations of the Obligor to make payments or perform with respect to a Receivable shall have been irrevocably satisfied in full in accordance with the terms of the Receivable Documents and all obligations under this Agreement are satisfied; or (ii) the repurchase of a Receivable by Seller in accordance with Section 6 hereof (except for the obligation to reinstate the Seller's repurchase obligation under Paragraph 6 hereof in the event of any recoveries in respect of such Receivable) or (iii) with respect to each Receivable, the Purchaser's assignment of its interest in the Receivable; provided, however, this Agreement shall remain in full force and effect with respect to the remaining Receivables. The parties may also terminate this Agreement at any time upon mutual agreement. (f) The Seller, in its capacity as servicer, shall have the right to immediately terminate the Servicer's right to service the Purchased Mortgage Loans under the Servicing Agreement without payment of any penalty or termination fee. Seller and the Servicer shall cooperate in transferring the servicing purchase all, but not less than all, of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. f. If Seller should discover that, for Receivables at any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under time after which the Program Agreements or any outstanding principal amount of the obligations Receivables is equal to or less than 10% of the outstanding principal balance of the Receivables on the Closing Date. The purchase price for such entities with respect to Receivables shall be the Purchased Mortgage Loans, Seller shall promptly notify BuyerRepurchase Price on the date of purchase.

Servicing. a. Seller(a) The parties hereto agree and acknowledge that the Purchased Assets will be sold by Seller to Administrative Agent, on behalf of Buyer's behalf, shall contract with Servicer to, or if Seller is on a servicing released basis. In furtherance of the Servicerforegoing, Seller shalland Administrative Agent hereby agree and confirm that from and after the date hereof, service only such Servicing Agreements that have been approved by Administrative Agent shall govern the Mortgage Loans consistent with servicing of the degree of skill Purchased Assets and care that any prior agreement between Seller customarily requires and any other Person or otherwise with respect to similar Mortgage Loans owned or managed by it and such servicing is hereby superseded in accordance with Accepted Servicing Practicesall respects. The Servicer shall (i) comply with all applicable FederalSo long as no Event of Default is continuing, State and local laws and regulationsSeller may retain Servicer, (ii) maintain all state and federal licenses necessary for it on behalf of Administrative Agent, to perform its servicing responsibilities hereunder and (iii) not impair service the rights of Buyer in any 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. b. Seller shall cause the Servicer to hold or cause to be held all escrow funds collected by Servicer with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same Assets for the purposes for which such funds were collected. c. Seller shall cause the Servicer to deposit all collections received by Servicer benefit of or on the Purchased Mortgage Loans in the Collection Account no later than the 5th Business Day following receiptbehalf of Administrative Agent, on behalf of Buyer; provided, however, that the obligation of Servicer to service any amounts required to be remitted to Buyer Purchased Asset for the benefit of or on behalf of Administrative Agent, on behalf of Buyer, as aforesaid shall be deposited cease upon the repurchase of such Purchased Asset by Seller in accordance with the provisions of this Agreement or as otherwise provided in the Collection Account on or prior to the day on which such remittance is to occurServicing Agreement. d. Upon (b) Seller agrees that, as among Seller, Buyer and Administrative Agent, Administrative Agent, on behalf of Buyer's , 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 Records”) so long as the Purchased Assets are subject to this Agreement. Seller covenants to safeguard any such Servicing Records in Seller’s possession and to deliver them promptly to Administrative Agent or its designee (including Custodian) at Administrative Agent’s request. (c) Except as expressly set forth in the Servicing Agreement, Seller shall not, and shall not provide promptly consent to Buyer Servicer to, employ any other sub‑servicers to service the Purchased Assets without the prior written approval of Administrative Agent which approval shall be in Administrative Agent’s sole discretion. (id) To the extent required by Administrative Agent, Seller shall cause Servicer and any other sub‑servicers engaged on behalf of Administrative Agent to execute a Servicer Notice addressed to and agreed to by the Servicer servicer acknowledgment acknowledging interest of the related Purchased Mortgage LoansAdministrative Agent, advising such Servicer of such matters as Buyer may reasonably request, including, without limitation, recognition by the Servicer on behalf of Buyer's interest , in such the Purchased Mortgage Loans Assets and the Servicer's agreement Servicing Agreement and agreeing that upon receipt of notice of an Event of Default from Buyer, it will follow the instructions of Buyer Servicer and any sub‑servicer (if applicable) shall deposit all Income with respect to the Purchased Mortgage Loans and any related Income with respect theretoAssets in the Blocked Account, all in such manner as shall be reasonably acceptable to Administrative Agent. e. (e) To the extent applicable, Seller shall cause Servicer to permit Administrative Agent to inspect Servicer’s servicing facilities for the purpose of satisfying Administrative Agent that Servicer has the ability to service such Purchased Asset as provided in this Agreement. (f) Administrative Agent, on behalf of Buyer, may, in its sole discretion if an Event of Default shall have occurred and be continuing, sell the Purchased Assets on a servicing released basis without payment of any termination fee or any other amount to Servicer. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreementhereunder, Buyer Administrative Agent, on behalf of Buyer, shall have the right immediately to immediately terminate the Servicer's ’s right to service the Purchased Mortgage Loans under the Servicing Agreement Assets without payment of any penalty or termination fee. Seller and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify Buyer.

Servicing. a. (a) The parties hereto agree and acknowledge that the Purchased Assets are sold to Buyer on a “servicing 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, on cause the Servicer to service the Purchased Assets in accordance with the Servicing Agreement and this Article 27 and for the benefit of Buyer's behalf. Notwithstanding the foregoing, Seller shall contract not take (and shall not permit any Servicer to effect) any Significant Modification of any Purchased Asset without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer in its sole discretion. (b) 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 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 Purchased Assets without the prior written approval of Buyer, such approval not to be unreasonably withheld, conditioned or if Seller is delayed. If the ServicerPurchased Assets are serviced by a sub-servicer, Seller shallshall irrevocably assign all of its right, title and interest in the sub-servicing agreement with such sub-servicer to Buyer. For the avoidance of doubt, Quantum Servicing Corporation is an approved sub-servicer. (e) Seller shall cause Servicer and any sub-servicer to service the Mortgage Loans consistent with the degree of skill and care that Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and Purchased Assets in accordance with Accepted Servicing Practices. The Servicer shall (i) comply with all applicable FederalWith respect to any Servicing Agreement as to which Buyer is not a party, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the rights of Buyer in any 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. b. Seller shall cause Servicer (at the Servicer request of Buyer) and any sub-servicers engaged by Seller to hold or cause to be held all escrow funds collected by Servicer execute a letter agreement with respect to any Purchased Mortgage Loans Buyer in trust accounts and shall apply the same for the purposes for which such funds were collected. c. Seller shall cause the Servicer 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 amounts required to 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 a form acceptable to Buyer (ia “Servicer Letter”) 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 acknowledging Buyer's ’s security interest in such the Purchased Mortgage Loans Assets and the Servicer's agreement that upon receipt of notice of an Event of Default from Buyer, it will follow the instructions of Buyer agreeing to remit all Income received with respect to the Purchased Mortgage Loans and any related Income Assets to the Collection Account in accordance with respect theretoArticle 5(e) or as otherwise directed by B▇▇▇▇ in accordance with the Servicer Letter. e. Upon (f) Seller agrees that Buyer is the occurrence owner of an Event of Default hereunder or a material default under all servicing records relating to the Purchased Assets, including but not limited to the Servicing Agreement, Buyer shall have 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 right to immediately terminate servicing of Purchased Assets (the Servicer's right to service “Servicing Records”) so long as the Purchased Mortgage Loans Assets are subject to this Agreement. Seller covenants to (or to cause Servicer to) safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request. (g) The payment of servicing fees under the Servicing Agreement without shall be solely the responsibility of Seller and shall be subordinate to payment of any penalty or termination fee. Seller amounts outstanding and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans due to a successor servicer appointed by Buyer in its sole discretion. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify BuyerTransaction Documents.

Servicing. a. Seller(a) Each servicer of any Purchased Asset (including, on Buyer's behalfwithout limitation, the Repo Servicer and the Primary Servicer) shall contract with Servicer to, or if Seller is the Servicer, Seller shall, service the Mortgage Loans consistent with Purchased Assets for the degree benefit of skill Buyer and care that ▇▇▇▇▇’s successors and assigns. Seller customarily requires with respect shall cause each such servicer (including, without limitation, the Repo Servicer and the Primary Servicer) to similar Mortgage Loans owned or managed by it service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices. The Servicer shall (i) comply with all applicable Federal; provided that, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the rights without prior written consent of Buyer in any Mortgage Loans or any payment thereunder. Buyer may terminate its sole discretion as required by Article 7(d), no servicer (including, without limitation, the servicing Repo Servicer and the Primary Servicer) of any Mortgage Loan with of the then-existing servicer in accordance with Section 12(e) hereof. b. Seller Purchased Assets shall cause the Servicer to hold or cause to be held all escrow funds collected by Servicer take any action with respect to any Purchased Mortgage Loans Asset described in trust accounts and shall apply the same for the purposes for which such funds were collectedArticle 7(d). c. (b) Seller shall cause agrees that Buyer is the Servicer to deposit owner of all collections received by Servicer on the Purchased Mortgage Loans in the Collection Account no later than the 5th Business Day following receipt; providedServicing Rights, howeverservicing records, that including, but not limited to, any amounts required to 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 and all servicing agreements (i) 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 the Primary Servicing Agreement, the Repo Servicing Agreement or any other servicing and/or subservicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing and/or subservicing of Purchased Assets (the “Servicing Records”), so long as the Purchased Assets are subject to this Agreement. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request. (c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis and/or (ii) terminate Primary Servicer, Repo Servicer or any other servicer or sub‑servicer of the Purchased Assets (including, without limitation, Seller, in its capacity as servicer of the Purchased Assets), with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub‑servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement or Repo Servicer pursuant to the Repo Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by a sub‑servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers other than the Repo Servicer (including, without limitation, the Primary Servicer) and sub‑servicers engaged by Seller to execute the Servicer Notice with Buyer acknowledging Buyer’s ownership of the Purchased Assets and Servicing Rights and Buyer's ’s security interest and agreeing that each servicer and/or sub servicer shall immediately transfer all Income and other amounts with respect to the Purchased Assets to Buyer in accordance with the applicable Servicing Agreement and so long as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to Seller and each such Purchased Mortgage Loans and the Servicer's agreement that upon receipt of notice servicer of an Event of Default from Buyerunder this Agreement, it will follow each such servicer (including the instructions Repo Servicer and Primary Servicer) or sub‑servicer shall take no action with regard to such Purchased Asset other than as specifically directed by ▇▇▇▇▇. Seller shall cause each Servicing Agreement (including the Repo Servicing Agreement) to be consistent with the terms of Buyer this Agreement and each Servicer (including the Repo Servicer) to comply with respect to the Purchased Mortgage Loans and any related Income with respect theretosuch terms. e. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreement, Buyer shall have the right to immediately terminate the Servicer's right to service the Purchased Mortgage Loans under the Servicing Agreement without (e) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any penalty or termination fee. Transaction and this Agreement. (f) For the avoidance of doubt, Seller and the Servicer shall cooperate in transferring retains no economic rights to the servicing of the Purchased Mortgage Loans Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a successor servicer appointed “servicing released” basis with such servicing retained by Buyer in its sole discretionBuyer. f. If Seller should discover that(g) Contemporaneously with the execution of this Agreement on the Closing Date, for any reason whatsoeverBuyer, Seller and Repo Servicer shall enter into the Repo Servicing Agreement. The Repo Servicing Agreement shall automatically terminate on the (thirtieth) 30th day following its execution and at the end of each thirty (30) day period thereafter, unless, in each case, Buyer shall agree, by prior written notice to the Repo Servicer to be delivered on or any entity responsible before the Remittance Date immediately preceding each such scheduled termination date, to extend the termination date an additional thirty (30) days. Neither Seller for managing nor Repo Servicer may assign its rights or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any Repo Servicing Agreement without the prior written consent of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify Buyer.

Servicing. a. Seller(a) Until BofA gives notice to Client of the designation of a new Servicer as provided herein, on Buyer's behalfClient is hereby designated as, shall contract with Servicer toand hereby agrees to perform the duties and obligations of, or if Seller is the servicer pursuant to the terms hereof (the "Servicer, Seller shall, service the Mortgage Loans consistent with the degree of skill and care that Seller customarily requires ") with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. The Servicer shall (i) comply with all applicable Federalthe Purchased Receivables; provided that, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the rights of Buyer in any 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. b. Seller shall cause the Servicer to hold or cause to be held all escrow funds collected by Servicer with respect to any group of Purchased Mortgage Loans Receivables, Client (solely in trust accounts and shall apply the same for the purposes for which such funds were collected. c. Seller shall cause the Servicer its capacity as Servicer) may, at any time, upon prior written notice to deposit all collections received by Servicer on the Purchased Mortgage Loans in the Collection Account no later than the 5th Business Day following receiptBofA, designate any affiliate of Client as sub-servicer hereunder; provided, however, that such affiliate shall not become Servicer and, notwithstanding any amounts required such delegation, Client shall remain liable for the performance of the duties and obligations of Servicer in accordance with the terms of this Agreement without diminution of such liability by virtue of such delegation and to the same extent and under the same terms and conditions as if Client alone were performing such duties and obligations. Client acknowledges that BofA has relied on the agreement of Client to act as Servicer hereunder in making its decision to execute and deliver this Agreement. Accordingly, Client agrees that it shall not voluntarily resign as Servicer. If an Event of Default or Servicer Default occurs hereunder, BofA may designate as Servicer with respect to all or any portion of the Purchased Receivables any person (including BofA or any of its affiliates) to succeed Client or any successor Servicer, on the condition in each case that any such person so designated shall agree to perform the duties and obligations of Servicer pursuant to the terms hereof, and Client agrees that it shall reimburse BofA for all costs, expenses or fees incurred by it as a result of, or in connection with, such designation; provided that the maximum amount of such costs, expenses or fees reimbursable by Client shall not exceed an amount, determined and payable monthly, ********** being serviced by the designated person on the first day of each month. (b) Servicer shall take or cause to be remitted taken all such action as may be necessary or advisable to Buyer administer, service and collect each Purchased Receivable from time to time, all at the Servicer's expense and in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with any credit and collection policy agreed to by Client and BofA with respect to a Purchased Receivable; provided, however, that Servicer shall not extend the maturity of any Purchased Receivable without BofA's prior consent, which consent shall not be deposited unreasonably withheld. In addition, Servicer shall remit any and all Remittances received with respect to any Purchased Receivables to BofA in accordance with the terms of Section 1(b)(4), and shall likewise forward all other payments and fees owed to BofA pursuant to the terms hereof. Without BofA's consent, Client, in its capacity as Servicer, shall not take any action (or omit to take any action that it would customarily take in servicing Receivables) where such action (or inaction) with respect to any Purchased Receivable is reasonably likely to impair BofA's rights therein or the enforceability, value or collectibility thereof. Without limiting the foregoing, Client, in its capacity as Servicer, shall not take any action (or omit to take any action that it would customarily take in servicing Receivables) that results in preferential treatment for Receivables of an Approved Account Debtor that do not constitute Purchased Receivables. Servicer shall have the right to directly communicate with any Account Debtor with respect to Purchased Receivables (and, in the Collection Account case of clause (ii), to commence collection proceedings with BofA's consent on or prior to the day on which such remittance is to occur. d. Upon BuyerBofA's request, Seller shall provide promptly to Buyer behalf): (i) a Servicer Notice addressed to obtain current information not already provided on such Account Debtor's financial condition and agreed creditworthiness, and (ii) to by determine if any portion of any Purchased Receivable is past due. Notwithstanding anything to the Servicer of contrary contained herein, upon 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 occurrence and the Servicer's agreement that upon receipt of notice continuance of an Event of Default from Buyeror to the extent any Purchased Receivable is Overdue, it will follow BofA may direct Servicer to commence or settle any legal action to enforce collection of any Purchased Receivable or to foreclose upon or repossess any underlying security related thereto. (c) If Client is not Servicer, then Client shall deliver to Servicer and Servicer shall hold for the instructions benefit of Buyer Client and BofA in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Purchased Receivable. Servicer shall hold (and shall cause each sub-servicer to hold) in trust (and, during the continuance of an Event of Default, at the request of BofA, segregate) for BofA's benefit, any Remittances received by Servicer (or any sub-servicer) with respect to the Purchased Mortgage Loans Receivables, and any related Income distribute the same to BofA in accordance with respect theretoSection 1(b)(4) or otherwise upon BofA's direction. Servicer agrees to make its records, files and books of account available to BofA on request, and to allow BofA and its agents and representatives to visit Servicer's premises upon reasonable notice and during normal business hours to examine such records, files and books of account, to make copies or extracts thereof, and to conduct such examinations as BofA deems necessary. In addition, on the first business day of each month, Servicer shall deliver to BofA a statement of its account showing all accountings relating to all Purchased Receivables that were within 7 days of becoming Overdue during the immediately preceding month. e. Upon the occurrence (d) For all Purchased Receivables which are within 7 days of becoming Overdue for any reason, including but not limited to those Purchased Receivables which are past due solely and exclusively as a result of an Event Account Debtor's Financial Inability To Pay, Servicer shall immediately notify BofA and provide to BofA, promptly (and in any event within one Business Day), each of Default hereunder the following: (i) a copy of the applicable Account Debtor's purchase order and/or a signed confirmation thereof; (ii) a copy of each outstanding invoice (in electronic or paper form) and all credit memoranda; (iii) a material default under the Servicing Agreement, Buyer shall have the right to immediately terminate the notarized statement of account; (iv) [reserved]; (v) a copy of Servicer's right complete collection file on the applicable Account Debtor; (vi) all guarantees, collateral documents and security agreements relating to service the Purchased Mortgage Loans under the Servicing Agreement without payment such Receivables, (vii) proof of any penalty delivery of goods or termination feerendering of services relating to such Receivables, and (viii) such other documents and information that BofA may request relating to such Receivables. Seller and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. f. If Seller should discover thatFurther, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to the any Purchased Mortgage LoansReceivable that is within 7 days of becoming Overdue, Seller Servicer shall promptly notify Buyer.provide to BofA upon request (promptly, and in any event within one Business Day)

Servicing. a. Seller(a) The parties hereto agree and acknowledge that the Purchased Assets will be sold by Seller to Administrative Agent, on Buyer's behalfbehalf of Buyers, on a servicing released basis. In furtherance of the foregoing, Seller and Administrative Agent, on behalf of ▇▇▇▇▇▇, hereby agree and confirm that from and after the date hereof, only such Servicing Agreements that have been approved by Administrative Agent, on behalf of Buyers, shall contract with Servicer to, govern the servicing of the Purchased Assets and any prior agreement between Seller and any other Person or if Seller is the Servicer, Seller shall, service the Mortgage Loans consistent with the degree of skill and care that Seller customarily requires otherwise with respect to similar Mortgage Loans owned or managed by it and such servicing is hereby superseded in accordance with Accepted Servicing Practicesall respects. The Servicer shall (i) comply with all applicable FederalPrior to an Event of Default, State and local laws and regulationsSeller may retain Servicer, (ii) maintain all state and federal licenses necessary for it on behalf of Administrative Agent, to perform its servicing responsibilities hereunder and (iii) not impair service the rights of Buyer in any 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. b. Seller shall cause the Servicer to hold or cause to be held all escrow funds collected by Servicer with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same Assets for the purposes for which such funds were collected. c. Seller shall cause the Servicer to deposit all collections received by Servicer benefit of or on the Purchased Mortgage Loans in the Collection Account no later than the 5th Business Day following receiptbehalf of Administrative Agent, on behalf of Buyers; provided, however, that the obligation of Servicer to service any amounts required Purchased Asset for the benefit of or on behalf of Administrative Agent, on behalf of Buyers, 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) Seller agrees that, as between Seller and Administrative Agent, on behalf of ▇▇▇▇▇▇, Administrative Agent, on behalf of ▇▇▇▇▇▇, is the owner of all servicing records, including but not limited to be remitted 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 Buyer or evidencing the servicing of Purchased Assets (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Seller covenants to safeguard any such Servicing Records in Seller’s possession and to deliver them promptly to Administrative Agent, on behalf of Buyers, or its designee (including Custodian) at Administrative Agent’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 Administrative Agent, on behalf of Buyers, which approval shall be deposited in Administrative Agent’s, sole discretion. (d) Seller shall cause Servicer and any other sub-servicers engaged on behalf of Administrative Agent to execute a Servicing Agreement with Seller and Administrative Agent, on behalf of Buyers, or a servicer acknowledgment acknowledging Administrative Agent’s, on behalf of Buyers, interest 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 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 Assets and the Servicer's agreement Servicing Agreement and agreeing that upon receipt of notice of an Event of Default from Buyer, it will follow the instructions of Buyer Servicer and any sub-servicer (if applicable) shall deposit all Income with respect to the Purchased Mortgage Loans and any related Income with respect theretoAssets in the Blocked Account, all in such manner as shall be reasonably acceptable to Administrative Agent. e. (e) To the extent applicable, Seller shall cause Servicer to permit Administrative Agent, on behalf of Buyers, to inspect Servicer’s servicing facilities for the purpose of satisfying such party that Servicer has the ability to service such Purchased Asset as provided in this Agreement. (f) Administrative Agent, on behalf of Buyers, may, in its sole discretion if an Event of Default shall have occurred and be continuing, sell the Purchased Assets on a servicing released basis without payment of any termination fee or any other amount to Servicer. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreementhereunder, Buyer Administrative Agent, on behalf of ▇▇▇▇▇▇, shall have the right immediately to immediately terminate the Servicer's ’s right to service the Purchased Mortgage Loans under the Servicing Agreement Assets without payment of any penalty or termination fee. Seller and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify Buyer.

Servicing. a. (a) Master Seller, on Buyer's behalfbehalf of itself and each Series Seller, shall contract with Servicer to, or if Seller is the Servicer, Seller shall, service the Mortgage Loans consistent with the degree of skill and care Buyer agree that Seller customarily requires all Servicing Rights with respect to similar Mortgage the Purchased Loans owned will be transferred hereunder to Buyer on the applicable Purchase Date and such Servicing Rights shall be transferred by Buyer to Master Seller or managed by it 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 in accordance with Accepted Servicing Practices. The Servicer each Series Seller, shall (i) comply with be entitled to exercise 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 and (iii) not impair the rights of Buyer in any 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. b. Seller shall cause the Servicer to hold or cause to be held all escrow funds collected by Servicer discretion with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such funds were collected. c. Seller shall cause directions or consents to be given to the Servicer to deposit all collections received by Servicer on of the Purchased Mortgage Loans (other than Significant 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 the Collection Account no later than the 5th Business Day following receiptits 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 (in the case of a Facility Event of Default), or the applicable Purchased Loan (in the case of a Transaction Event of Default) shall automatically terminate and be of no further force and effect. Any Significant Modification with respect to any amounts Purchased Loan or Purchased Loan Documents shall require Buyer’s prior written consent in accordance with Section 7(e) of this Agreement. Buyer hereby agrees that ▇▇▇▇▇ Fargo Bank, N.A. or any other third party servicer otherwise approved by Buyer in writing (a “Servicer”) may continue to service the Purchased Loans for the benefit of Buyer in accordance with the terms and conditions of the servicing 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 Rights with respect to any Purchased Loans 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 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 Repurchase Agreement Resource Capital 71 (b) Master Seller, on behalf of itself and each Series Seller, agrees that 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 (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 any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records (if any are in Seller’s possession) and to deliver them promptly to Buyer or its designee (including the Custodian) upon the occurrence and during the continuance of an Event of Default. (c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole and absolute discretion, subject to Section 13 and any terms in the applicable Servicing Agreements approved by Buyer (i) in the case of a Facility Event of Default, sell its rights to any or all of 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 sub-servicer, if any, for the affected Purchased Loan(s)), with or without cause, in each case without payment of any termination 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 to (i) promptly transfer all data in its possession relating to the applicable Purchased Loans 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 Loan File and all other files, records, correspondence and documents in its possession relating to the applicable Purchased Loans and (iii) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and/or Buyer to comply with any applicable so-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 of the applicable Purchased Loans. Seller agrees that if either Seller or any such Servicer fails to cooperate with Buyer or any successor servicer in effecting the termination of such Servicer as servicer of any Purchased Loan or the transfer of all authority to service such Purchased Loan to such successor servicer in accordance with the terms hereof and the applicable Servicing Agreement, Buyer shall be entitled to injunctive relief. (d) Seller shall not employ any Servicers rated below “above average” by S&P, unless such Servicer is otherwise approved by Buyer to service the Purchased Loans (it being acknowledged and agreed that ▇▇▇▇▇ Fargo Bank, N.A. 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 Purchased Loans to be serviced by such Servicer and Master Repurchase Agreement Resource Capital 72 shall cause each such Servicer engaged by Seller to execute a Servicer Notice and Agreement with Buyer acknowledging Buyer’s security interest, agreeing that it shall deposit all Income and any other sums required to 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 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 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 Mortgage Loans and any related Income with respect thereto. e. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreement, Buyer shall have the right to immediately terminate the Servicer's right to service the Purchased Mortgage Loans under the Servicing Agreement without payment of any penalty or termination fee. Seller and the Servicer shall cooperate in transferring the servicing holder of the Purchased Mortgage 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 successor servicer appointed written notice signed by Buyer for so long as such Purchased Loan is subject to this Agreement, and acknowledging Buyer’s rights to terminate servicing as otherwise set forth above in its sole discretionthis Section 28. f. (e) If Seller should discover that, for any reason whatsoever, Servicer is an Affiliate of Seller or Guarantor, the payment of servicing fees shall be subordinate to payment of amounts outstanding under any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify BuyerTransaction and this Agreement.

Servicing. a. Seller, on Buyer's behalf, shall contract with Servicer to, (a) Seller covenants to maintain or if Seller is cause the Servicer, Seller shall, service servicing of the Mortgage Loans consistent with the degree of skill and care that Seller customarily requires with respect Purchased Assets to similar Mortgage Loans owned or managed by it and be maintained in accordance conformity with Accepted Servicing PracticesPractices and pursuant to the related underlying Servicing Agreement, if any. The Servicer 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) comply with all applicable Federal, State and local laws and regulationsthe expiration of the Servicing Term (including any extension period), (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and the termination thereof by Buyer in connection with the occurrence of a Servicer Termination Event, (iii) not impair the rights date on which all the Obligations have been paid in full, or (iv) the transfer of servicing to any entity approved by Buyer and the assumption thereof by such entity. (b) Servicer shall subservice such Purchased Assets on behalf of Buyer in for a term commencing as of the related Purchase Date and which shall automatically terminate without notice on the Repurchase Date for the relevant Transaction (such term, the “Servicing Term”). For the avoidance of doubt, upon expiration of the Servicing Term (including the expiration of any Mortgage Loans extension thereof) with respect to any Purchased Asset, Seller shall have no right to service the related Purchased Asset nor shall Buyer have any obligation to extend the Servicing Term (or any payment thereundercontinue to extend the Servicing Term). Buyer may shall have the right to immediately terminate the servicing Servicer at any time following the occurrence of any Mortgage Loan with the then-existing servicer event described in accordance with Section 12(e) hereof. b. Seller 19 hereof (a “Servicer Termination Event”). If such Servicing Term is not extended by Buyer or if Buyer has terminated Servicer as a result of a Servicer Termination Event, Servicer shall cause the transfer such servicing to Buyer or its designee at no cost or expense to Buyer. Servicer to shall hold or cause to be held all escrow funds Escrow Payments collected by Servicer with respect to any the Purchased Mortgage Loans Assets it is subservicing on behalf of Buyer in trust segregated accounts for the sole benefit of the Mortgagors and shall apply the same for the purposes for which such funds were collected. c. Seller shall cause the . If Servicer 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; providedshould discover that, however, that for any amounts required to 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 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 Servicer's agreement that upon receipt of notice of an Event of Default from Buyerreason whatsoever, it will follow the instructions of Buyer has failed to perform fully its servicing obligations with respect to the Purchased Mortgage Loans Assets it is subservicing on behalf of Buyer, Seller shall promptly notify Buyer. (c) During the period the Seller is servicing the Purchased Assets for Buyer, (i) the Seller agrees that Buyer is the owner of all Servicing Records relating to Purchased Assets that have not been repurchased, 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 Loans (the “Servicing Records”), and (ii) the Seller grants Buyer a security interest in all servicing fees and rights relating to the Purchased Assets that have not been repurchased and all Servicing Records to secure the obligation of the Seller or its designee to service in conformity with this Section 42 and any other obligation of the Seller to Buyer. At all times during the term of this Agreement, the Seller covenants to hold such Servicing Records in trust for Buyer and to safeguard, or cause each Subservicer to safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the related Income Servicing Agreement promptly to Buyer or its designee (including the Custodian) at Buyer’s reasonable request. It is understood and agreed by the parties that prior to an Event of Default, Seller, as servicer shall retain the servicing fees with respect theretoto the Purchased Assets. e. Upon (d) The Buyer, in its sole discretion, may appoint a backup servicer upon the occurrence of an Event of Default Default. In such event, Seller shall commence monthly delivery to such backup servicer of the servicing information required to be delivered to Buyer pursuant to Section 43 hereof and any other information reasonably requested by backup servicer, all in a format that is reasonably acceptable to such backup servicer. Buyer shall pay all costs and expenses of such backup servicer, including, but not limited to all fees of such backup servicer in connection with the processing of such information and the maintenance of a servicing file with respect to the Purchased Assets. Seller shall cooperate fully with such backup servicer in the event of a transfer of servicing hereunder and will provide such backup servicer with all documents and information necessary for such backup servicer to assume the servicing of the Purchased Assets. (e) If any Loan that is proposed to be sold on a Purchase Date is serviced by a servicer other than the Seller (a “Subservicer”), or if the servicing of any Purchased Asset is to be transferred to a material default under Subservicer, the Seller shall provide a copy of the related servicing agreement and an Instruction Letter executed by such Subservicer (collectively, the “Servicing Agreement”) to Buyer at least one (1) Business Day prior to such Purchase Date or transfer date, as applicable, which Servicing Agreement shall be in form and substance reasonably acceptable to Buyer. In addition, the Seller shall have obtained the prior written consent of Buyer for such Subservicer to subservice the Loans, which consent may not unreasonably be withheld or delayed. Upon termination of the Servicer in accordance with subsection (a) above, Buyer shall have the right right, exercisable at any time in its sole discretion, upon written notice, to immediately terminate the Servicer's right to service the Purchased Mortgage Loans under the any Subservicers as subservicer and any related Servicing Agreement (to the extent permitted therein) with respect to Purchased Assets that have not been repurchased without payment of any penalty or termination fee. Upon any such termination, the Seller and the Servicer shall cooperate in transferring the cause Subservicer to transfer such servicing of the with respect to such Purchased Mortgage Loans Assets to a successor servicer Buyer or its designee, appointed by Buyer in its sole discretion, at no cost or expense to Buyer in accordance with applicable laws and applicable Agency Guidelines. The Seller agrees to cooperate with Buyer in connection with the transfer of servicing. f. If (f) After the Purchase Date, until the Repurchase Date, the Seller should discover thatwill have no right to modify or alter the terms of the Loan or consent to the modification or alteration of the terms of any Loan, except as required by law, Agency Guidelines, FHA Regulations, requirements for VA Loans, Rural Housing Service Regulations, Accepted Servicing Practices, any Program Documents or other requirements, and the Seller will have no obligation or right to repossess any Loan or substitute another Loan, except as provided in any Custodial and Disbursement Agreement or any Program Document, including, without limitation, Section 17 of this Agreement. (g) The Seller shall permit Buyer to inspect upon reasonable prior written notice at a mutually convenient time the Seller’s servicing facilities, as the case may be, for any reason whatsoeverthe purpose of satisfying Buyer that the Seller has the ability to service the Loans as provided in this Agreement. In addition, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to any Subservicer which is not an Affiliate of the Seller, the Seller shall use its best efforts to enable Buyer to inspect the servicing facilities of such Subservicer. (h) Seller retains no economic rights to the servicing of the Purchased Mortgage LoansAssets; provided that Seller shall continue to service the Purchased Assets hereunder as part of its Obligations hereunder. As such, Seller shall promptly notify Buyerexpressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis.

Servicing. a. Seller, on Buyer's behalf, shall contract with Servicer to, or if Seller is (a) Notwithstanding the Servicerpurchase and sale of the Purchased Assets hereby, Seller shallshall cause the Purchased Assets that are Eligible Loans, other than the Titan Loan, to be serviced by Servicer (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. Notwithstanding the foregoing, the Titan Loan shall be serviced by the Servicer set forth in the Accommodation Loan Servicing Agreement. To the extent that Seller has any right to do so, Seller shall service or cause Servicer to service the Mortgage Loans consistent with Serviced Assets at Seller’s sole cost and for the degree benefit of skill and care that Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and Buyer in accordance with Accepted Servicing Practices. The Servicer 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 obligations of Seller to service any of the Serviced Assets shall cease, at Buyer’s option and subject to the terms of the Purchased Assets, upon the earliest of (i) comply with all applicable Federalan Event of Default, State and local laws and regulations, or (ii) maintain all state and federal licenses necessary for it the delivery by Buyer to perform its Seller of at least five (5) days prior written notice of the decision by Buyer to transfer the servicing responsibilities hereunder and (iii) not impair the rights of Buyer in any Mortgage Loans or any payment thereunderall of the Serviced Assets to either Servicer or another third party servicer selected by Buyer. Buyer may terminate the servicing of any Mortgage Loan with the then-existing servicer in accordance with Section 12(e) hereof. b. In either case, Seller shall cause take all actions necessary to effectuate the underlying servicing transfer as expeditiously as possible. Notwithstanding the foregoing, neither Seller nor Servicer to hold shall take any action or cause to be held all escrow funds collected by Servicer with respect effect any modification or amendment to any Purchased Mortgage Loans Asset (other than de minimis changes) without first having given prior notice thereof to Buyer in trust accounts each such instance and shall apply receiving the same for the purposes for which such funds were collected. c. Seller shall cause the Servicer to deposit all collections received by Servicer on the Purchased Mortgage Loans in the Collection Account no later than the 5th Business Day following receiptprior written consent of Buyer; provided, however, that any amounts required to be remitted Seller shall deliver, promptly after execution, written notice to Buyer shall be deposited of any such de minimis modifications or amendments. (b) Seller agrees that Buyer 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 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. Seller grants Buyer a security interest in the Collection Account on or prior all servicing fees and rights relating to the day on which Purchased Assets and all Servicing Records to secure the obligation of Seller or its designee to service in conformity with this Article and any other obligation of Seller to Buyer. Seller covenants to safeguard such remittance is Servicing Records and to occurdeliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request. d. (c) Upon Buyer's requestthe occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Serviced Assets on a servicing released basis or (ii) terminate Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee. (d) To the extent that Seller controls the identity of a servicer of an Eligible Loan, Seller shall provide promptly not employ sub-servicers to Buyer (i) a Servicer Notice addressed to and agreed to by service the Servicer of Purchased Assets without the related Purchased Mortgage Loans, advising such Servicer of such matters as Buyer may reasonably request, including, without limitation, recognition by the Servicer prior written approval of Buyer's . If the Purchased Assets are serviced by a sub-servicer, Seller shall irrevocably assign all rights, title and interest (if any) in such the Servicing Agreements in the Purchased Mortgage Loans Assets to Buyer. (e) Seller shall cause Servicer or any sub-servicers engaged by Seller to execute a letter agreement with Buyer acknowledging Buyer’s security interest and agreeing that it shall deposit all Income with respect to the Servicer's agreement that upon receipt of Purchased Assets in the Cash Management Account, and so long as a Purchased Asset is subject to a Transaction, following notice from Buyer to Seller of an Event of Default from Buyer, it will follow the instructions of Buyer with respect to the Purchased Mortgage Loans and any related Income with respect thereto. e. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing this Agreement, Buyer shall have the right to immediately terminate the Servicer's right to service the Purchased Mortgage Loans under the Servicing Agreement without payment of any penalty or termination fee. Seller and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans take no action under this Agreement with regard to a successor servicer appointed by Buyer in its sole discretion. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify Asset other than as specifically directed by Buyer.

Servicing. a. SellerThe Sellers, on Buyer's behalf, shall contract with Servicer to, or if a Seller is the Servicer, such Seller shall, service the Mortgage Loans consistent with the degree of skill and care that such Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practicesall applicable industry standards. The Servicer shall (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 and (iii) not impair the rights of Buyer in any 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. b. Seller The Sellers shall cause the Servicer to hold or cause to be held all escrow funds collected by Servicer Seller with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such funds were collected. c. Seller The Sellers shall cause the Servicer 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 amounts required to 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 the Sellers shall provide promptly to Buyer (i) a Servicer Notice letter addressed to and agreed to by the Servicer of the related Purchased Mortgage Loans, in form and substance reasonably satisfactory to Buyer, advising such Servicer of such matters as Buyer may reasonably request, including, without limitation, and/or (ii) a recognition agreement executed by the Servicer of Buyer's interest in such the related Purchased Mortgage Loans Loans, in form and the Servicer's agreement that upon receipt of notice of an Event of Default from substance reasonably satisfactory to Buyer, it will in which the Servicer recognizes the interest of Buyer and agrees to follow the instructions of Buyer with respect to the Purchased Mortgage Loans and any related Income with respect thereto. e. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreementhereunder, Buyer shall have the right to immediately terminate the Servicer's right to service the Purchased Mortgage Loans under the Servicing Agreement without payment of any penalty or termination fee. Seller and the Servicer The Sellers shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. f. If Seller the Sellers should discover that, for any reason whatsoever, Seller the Sellers or any entity responsible to Seller Sellers by contract for managing or servicing any such Purchased Mortgage Loan has failed to materially perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller the Sellers shall promptly notify Buyer.

Servicing. a. Seller, (a) The parties hereto agree and acknowledge that the Purchased Assets will be sold by Seller to Buyer on Buyer's behalf, shall contract with Servicer to, or if Seller is a servicing released basis. In furtherance of the Servicerforegoing, Seller shalland Buyer hereby agree and confirm that from and after the date hereof, service only such Servicing Agreements that have been approved by Buyer shall govern the Mortgage Loans consistent with servicing of the degree of skill Purchased Assets and care that any prior agreement between Seller customarily requires and any other Person or otherwise with respect to similar Mortgage Loans owned or managed by it and such servicing is hereby superseded in accordance with Accepted Servicing Practicesall respects. The Provided that Buyer shall have received a duly executed Servicer shall (i) comply with all applicable FederalAcknowledgement from Servicer, State and local laws and regulationsprior to an Event of Default, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the rights Seller may retain, on behalf of Buyer in any 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. b. Seller shall cause the Buyer, Servicer to hold or cause to be held all escrow funds collected by Servicer with respect to any service the Purchased Mortgage Loans in trust accounts and shall apply the same Assets for the purposes for which such funds were collected. c. Seller shall cause the Servicer to deposit all collections received by Servicer benefit of or on the Purchased Mortgage Loans in the Collection Account no later than the 5th Business Day following receiptbehalf of Buyer; provided, however, that the obligation of Servicer to service any amounts required 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) Seller agrees that, as between Seller and Buyer, Buyer is the owner of all servicing records, including but not limited to be remitted 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 Records”) so long as the Purchased Assets are subject to this Agreement. Seller covenants to safeguard any such Servicing Records in Seller’s possession and to deliver them promptly to Buyer or its designee (including Custodian) at Buyer’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 deposited in Buyer’s sole discretion. (d) Seller shall cause Servicer and any other sub-servicers engaged on behalf of Buyer to execute a Servicer Acknowledgement acknowledging Buyer’s interest in the Collection Account on or prior Purchased Assets and the Servicing Agreement and agreeing that Servicer and any sub-servicer (if applicable) shall deposit all Income with [NEWYORK 3032673_23] respect to the day on which Purchased Assets in the Controlled Account, all in such remittance is manner as shall be reasonably acceptable to occurBuyer. d. Upon Buyer's request(e) To the extent applicable, Seller shall provide promptly cause the Servicing Agreement or the Servicing Acknowledgment to permit Buyer (i) a to inspect Servicer’s servicing facilities for the purpose of satisfying Buyer that Servicer Notice addressed has the ability 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 service such Purchased Mortgage Loans and the Servicer's agreement that upon receipt of notice of Asset as provided in this Agreement. (f) Buyer may, in its sole discretion if an Event of Default from Buyershall have occurred and be continuing, it will follow the instructions of Buyer with respect to sell the Purchased Mortgage Loans and Assets on a servicing released basis without payment of any related Income with respect thereto. e. termination fee or any other amount to Servicer. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreementhereunder, Buyer shall have the right immediately to immediately terminate the Servicer's ’s right to service the Purchased Mortgage Loans under the Servicing Agreement Assets without payment of any penalty or termination fee. Seller and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify Buyer.

Servicing. a. SellerSellers, on Buyer's behalf, shall contract with Servicer to, or if a Seller is the Servicer, such Seller shall, service the Mortgage Loans consistent with the degree of skill and care that Seller Sellers customarily requires with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. The Servicer shall (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 and (iii) not impair the rights of Buyer in any 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. b. Seller ▇. ▇▇▇▇▇▇▇ shall cause the Servicer to hold or cause to be held all escrow 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 funds were collected. c. Seller ▇. ▇▇▇▇▇▇▇ shall cause the Servicer 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 amounts required to 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 Sellers shall provide promptly to Buyer (i) 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 such Purchased Mortgage Loans 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 Mortgage Loans and any related Income with respect thereto. e. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreement, Buyer shall have the right to immediately terminate the Servicer's right to service the Purchased Mortgage Loans under the Servicing Agreement without payment of any penalty or termination fee. Seller Sellers and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. f. If Seller Sellers should discover that, for any reason whatsoever, Seller Sellers or any entity responsible to Seller Sellers for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's Sellers' obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller Sellers shall promptly notify Buyer.

Servicing. a. SellerThe Sellers, on Buyer's ’s behalf, shall contract with Servicer to, or if a Seller is the Servicer, such Seller shall, service the Mortgage Loans consistent with the degree of skill and care that such Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. The Servicer shall (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 and (iii) not impair the rights of Buyer in any 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(e13(e) hereof. b. Seller The Sellers shall cause the Servicer to hold or cause to be held all escrow 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 funds were collected. c. Seller The Servicer shall cause the Servicer to deposit all collections received by Servicer on the Purchased Mortgage Loans in the Collection Account no later than the 5th two Business Day Days 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 remittance is to occur. d. Upon Buyer's ’s request, Seller the Sellers shall provide promptly to Buyer (i) 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 ’s interest in such Purchased Mortgage Loans and the Servicer's ’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 Mortgage Loans and any related Income with respect thereto. e. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing AgreementServicer Termination Event, Buyer shall have the right to immediately terminate the Servicer's ’s right to service the Purchased Mortgage Loans under the Servicing Agreement without payment of any penalty or termination fee. Seller The Sellers and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. f. If any Seller should discover that, for any reason whatsoever, Seller the Sellers or any entity responsible to Seller the Sellers for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's in all material respects Sellers’ obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, such Seller shall promptly notify Buyer.

Servicing. a. Seller, on Buyer's behalf, shall contract with Servicer to, or if Seller is (a) Notwithstanding the Servicer, Seller shall, service the Mortgage Loans consistent with the degree purchase and sale of skill and care that Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. The Servicer shall (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 and (iii) not impair the rights of Buyer in any 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. b. Seller shall cause the Servicer to hold or cause to be held all escrow 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 funds were collected. c. Seller shall cause the Servicer to deposit all collections received by Servicer on the Purchased Mortgage Loans in hereby, Seller shall continue to service the Collection Account no later than Purchased Mortgage Loans for the 5th Business Day following receiptbenefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Purchased Mortgage Loan prior to the related Repurchase Date pursuant to Section 8, Buyer's assigns; provided, however, that any amounts required the obligations of Seller to be remitted service the Purchased Mortgage Loans shall cease, at Seller's option, upon the payment by Seller to Buyer of the Repurchase Price therefor. Seller shall be deposited service the Purchased Mortgage Loans in accordance with the Collection Account on or prior servicing standards maintained by other prudent mortgage lenders with respect to mortgage loans similar to the day on which such remittance is to occur. d. Upon Buyer's request, Seller shall provide promptly to Buyer (i) a Servicer Notice addressed to and agreed to by the Servicer of the related Purchased Mortgage Loans. (b) Seller agrees that Buyer is the owner of all servicing records, advising such Servicer including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of such matters as 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 Mortgage Loans (the "Servicing Records"). Seller grants Buyer may reasonably request, including, without limitation, recognition by the Servicer of Buyer's a ----------------- security interest in such all servicing fees and rights relating to the Purchased Mortgage Loans and all Servicing Records to secure the Servicerobligation of the Seller or its designee to service in conformity with this Section and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer's agreement that upon receipt of notice request. (c) Upon the occurrence and continuance of an Event of Default from Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Mortgage Loans on a servicing released basis or (ii) terminate the Seller as servicer of the Purchased Mortgage Loans with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers to service the Purchased Mortgage Loans without the prior written approval of Buyer, which approval shall not be unreasonably withheld. (e) Seller shall cause any sub-servicers engaged by Seller to execute a letter agreement with Buyer acknowledging Buyer's security interest and agreeing that, upon notice from Buyer (or the Custodian on its behalf) that an Event of Default has occurred and in continuing hereunder, it will follow the instructions of Buyer shall deposit all Income with respect to the Purchased Mortgage Loans and any related Income with respect theretoin the account specified in the third sentence of Section 5(a). e. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreement, Buyer shall have the right to immediately terminate the Servicer's right to service the Purchased Mortgage Loans under the Servicing Agreement without payment of any penalty or termination fee. Seller and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify Buyer.

Servicing. a. Seller, on Buyer's behalf, shall contract with Servicer to, (a) Seller covenants to maintain or if Seller is cause the Servicer, Seller shall, service servicing of the Mortgage Loans consistent to be maintained in conformity with accepted servicing practices in the degree industry and in a manner at least equal in quality to the servicing Seller provides to mortgage loans which it owns. The Servicer (or Seller if acting as Servicer) may retain legal title of skill the Purchased Mortgage Loans solely for the purpose of servicing or supervising the servicing of such Purchased Mortgage Loans. Any equitable interest in Purchased Mortgage Loans shall remain in the Buyer. All servicing fees and care that Seller customarily requires compensation with respect to similar the servicing of the Mortgage Loans owned or managed shall be customary, reasonable and consistent with industry practice. (b) If the Mortgage Loans are serviced by it and in accordance with Accepted Servicing Practices. The Servicer shall the Seller, (i) comply with Seller agrees that Buyer is the owner of all applicable Federalservicing records, State including but not limited to any and local laws 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 regulationsany other records relating to or evidencing the servicing of Purchased Mortgage Loans (the "SERVICING RECORDS"), and (ii) maintain Seller grants the Buyer a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of the Seller or its designee to service in conformity with this Section and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer's request. (c) If the Mortgage Loans are serviced by a third party servicer (such third party servicer, the "SERVICER"), the Seller (i) at the request of Buyer, shall provide a copy of the servicing agreement to Buyer (the "SERVICING AGREEMENT"); and (ii) hereby irrevocably assigns to the Buyer and Buyer's successors and assigns all right, title, interest and the benefits of the Servicing Agreements with respect to the Mortgage Loans. (d) The Servicer (or Seller if acting as Servicer) shall use of one or more of the following types of accounts, in each case maintained at an institution that is independent of and unaffiliated with Seller, into which all sums collected in respect of Mortgage Loans shall be deposited and maintained: (i) a trust account or accounts maintained for the benefit of Buyer with the trust department of a federally chartered depository institution or trust company acting in its fiduciary capacity or (ii) a trust account or accounts maintained for the benefit of Buyer with the trust department of a state chartered depository institution or trust company acting in its fiduciary capacity and federal licenses necessary for it subject to perform its servicing responsibilities hereunder and regulations regarding fiduciary funds on deposit therein substantially similar to 12 CFR Section 9.10(b), or (iii) not impair an account or accounts (a) maintained with a depository institution the rights debt obligations of Buyer which are rated by Standard & Poor's Ratings Group in any Mortgage Loans or any payment thereunder. Buyer may terminate one of its two highest rating categories at the servicing time of any Mortgage Loan deposit therein or (b) the deposits of which are insured by the FDIC, to the limits established by the FDIC, and the uninsured deposits in which are otherwise secured such that Buyer has a claim with respect to the then-existing servicer funds in accordance such account or a perfected first security interest against any collateral securing such funds that is superior to claims of any other depositor or creditors of the depository institution with Section 12(e) hereofwhich such account is maintained. b. (e) Seller shall provide, or shall cause the Servicer to hold or cause to be held all escrow 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 funds were collected. c. Seller shall cause the Servicer 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; providedprovide, however, that any amounts required to be remitted to Buyer shall be deposited in the Collection Account on each month a monthly remittance report prepared and distributed by Seller if acting as Servicer, 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 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 Servicer's agreement that upon receipt of notice of an Event of Default from Buyer, it will follow the instructions of Buyer with respect pursuant to the Purchased Mortgage Loans and any related Income with respect thereto. e. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreement, Buyer shall have the right to immediately terminate the Servicer's right to service the Purchased Mortgage Loans under the Servicing Agreement without payment of any penalty or termination fee. Seller and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased all Mortgage Loans, Seller shall promptly notify BuyerLoans subject to any Transaction hereunder.

Servicing. a. Seller, on Buyer's behalf, shall contract with Servicer to, (a) Seller covenants to maintain or if Seller is cause the Servicer, Seller shall, service servicing of the Mortgage Loans consistent with the degree of skill and care that Seller customarily requires with respect Purchased Assets to similar Mortgage Loans owned or managed by it and be maintained in accordance conformity with Accepted Servicing PracticesPractices and pursuant to the related underlying Servicing Agreement, if any. The Servicer 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) comply with all applicable Federal, State and local laws and regulationsthe expiration of the Servicing Term (including any extension period), (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and the termination thereof by Buyer in connection with the occurrence of a Servicer Termination Event, (iii) not impair the rights date on which all the Obligations have been paid in full, or (iv) the transfer of servicing to any entity approved by Buyer and the assumption thereof by such entity. (b) Servicer shall subservice such Purchased Assets on behalf of Buyer in for a term commencing as of the related Purchase Date and which shall automatically terminate without notice on the Repurchase Date for the relevant Transaction (such term, the “Servicing Term”). For the avoidance of doubt, upon expiration of the Servicing Term (including the expiration of any Mortgage Loans extension thereof) with respect to any Purchased Asset, Seller shall have no right to service the related Purchased Asset nor shall Buyer have any obligation to extend the Servicing Term (or any payment thereundercontinue to extend the Servicing Term). Buyer may shall have the right to immediately terminate the servicing Servicer at any time following the occurrence of any Mortgage Loan with the then-existing servicer event described in accordance with Section 12(e) hereof. b. Seller 1819 hereof (a “Servicer Termination Event”). If such Servicing Term is not extended by Buyer or if Buyer has terminated Servicer as a result of a Servicer Termination Event, Servicer shall cause the transfer such servicing to Buyer or its designee at no cost or expense to Buyer. Servicer to shall hold or cause to be held all escrow funds Escrow Payments collected by Servicer with respect to any the Purchased Mortgage Loans Assets it is subservicing on behalf of Buyer in trust segregated accounts for the sole benefit of the Mortgagors and shall apply the same for the purposes for which such funds were collected. c. Seller shall cause the . If Servicer 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; providedshould discover that, however, that for any amounts required to 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 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 Servicer's agreement that upon receipt of notice of an Event of Default from Buyerreason whatsoever, it will follow the instructions of Buyer has failed to perform fully its servicing obligations with respect to the Purchased Mortgage Loans Assets it is subservicing on behalf of Buyer, Seller shall promptly notify Buyer. (c) During the period the Seller is servicing the Purchased Assets for Buyer, (i) the Seller agrees that Buyer is the owner of all Servicing Records relating to Purchased Assets that have not been repurchased, 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 Loans (the “Servicing Records”), and (ii) the Seller grants Buyer a security interest in all servicing fees and rights relating to the Purchased Assets that have not been repurchased and all Servicing Records to secure the obligation of the Seller or its designee to service in conformity with this Section 4142 and any other obligation of the Seller to Buyer. At all times during the term of this Agreement, the Seller covenants to hold such Servicing Records in trust for Buyer and to safeguard, or cause each Subservicer to safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the related Income Servicing Agreement promptly to Buyer or its designee (including the Custodian) at Buyer’s reasonable request. It is understood and agreed by the parties that prior to an Event of Default, Seller, as servicer shall retain the servicing fees with respect theretoto the Purchased Assets. e. Upon (d) The Buyer, in its sole discretion, may appoint a backup servicer upon the occurrence of an Event of Default Default. In such event, Seller shall commence monthly delivery to such backup servicer of the servicing information required to be delivered to Buyer pursuant to Section 4243 hereof and any other information reasonably requested by backup servicer, all in a format that is reasonably acceptable to such backup servicer. Buyer shall pay all costs and expenses of such backup servicer, including, but not limited to all fees of such backup servicer in connection with the processing of such information and the maintenance of a servicing file with respect to the Purchased Assets. Seller shall cooperate fully with such backup servicer in the event of a transfer of servicing hereunder and will provide such backup servicer with all documents and information necessary for such backup servicer to assume the servicing of the Purchased Assets. (e) If any Loan that is proposed to be sold on a Purchase Date is serviced by a servicer other than the Seller (a “Subservicer”), or if the servicing of any Purchased Asset is to be transferred to a material default under Subservicer, the Seller shall provide a copy of the related servicing agreement and an Instruction Letter executed by such Subservicer (collectively, the “Servicing Agreement”) to Buyer at least one (1) Business Day prior to such Purchase Date or transfer date, as applicable, which Servicing Agreement shall be in form and substance reasonably acceptable to Buyer. In addition, the Seller shall have obtained the prior written consent of Buyer for such Subservicer to subservice the Loans, which consent may not unreasonably be withheld or delayed. Upon termination of the Servicer in accordance with subsection (a) above, Buyer shall have the right right, exercisable at any time in its sole discretion, upon written notice, to immediately terminate the Servicer's right to service the Purchased Mortgage Loans under the any Subservicers as subservicer and any related Servicing Agreement (to the extent permitted therein) with respect to Purchased Assets that have not been repurchased without payment of any penalty or termination fee. Upon any such termination, the Seller and the Servicer shall cooperate in transferring the cause Subservicer to transfer such servicing of the with respect to such Purchased Mortgage Loans Assets to a successor servicer Buyer or its designee, appointed by Buyer in its sole discretion, at no cost or expense to Buyer in accordance with applicable laws and applicable Agency Guidelines. The Seller agrees to cooperate with Buyer in connection with the transfer of servicing. f. If (f) After the Purchase Date, until the Repurchase Date, the Seller should discover thatwill have no right to modify or alter the terms of the Loan or consent to the modification or alteration of the terms of any Loan, except as required by law, Agency Guidelines, FHA Regulations, requirements for VA Loans, Rural Housing Service Regulations, Accepted Servicing Practices, any Program Documents or other requirements, and the Seller will have no obligation or right to repossess any Loan or substitute another Loan, except as provided in any Custodial and Disbursement Agreement or any Program Document, including, without limitation, Section 1617 of this Agreement. (g) The Seller shall permit Buyer to inspect upon reasonable prior written notice at a mutually convenient time the Seller’s servicing facilities, as the case may be, for any reason whatsoeverthe purpose of satisfying Buyer that the Seller has the ability to service the Loans as provided in this Agreement. In addition, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to any Subservicer which is not an Affiliate of the Seller, the Seller shall use its best efforts to enable Buyer to inspect the servicing facilities of such Subservicer. (h) Seller retains no economic rights to the servicing of the Purchased Mortgage LoansAssets; provided that Seller shall continue to service the Purchased Assets hereunder as part of its Obligations hereunder. As such, Seller shall promptly notify Buyerexpressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis.

Servicing. a. Seller, on Buyer's behalf, shall contract with Servicer to, or if Seller is (a) Notwithstanding the Servicer, Seller shall, service the Mortgage Loans consistent with the degree purchase and sale of skill and care that Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. The Servicer shall (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 and (iii) not impair the rights of Buyer in any 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. b. Seller shall cause the Servicer to hold or cause to be held all escrow 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 funds were collected. c. Seller shall cause the Servicer to deposit all collections received by Servicer on the Purchased Mortgage Loans in hereby, Seller shall continue to service the Collection Account no later than Purchased Mortgage Loans for the 5th Business Day following receiptbenefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Purchased Mortgage Loan prior to the related Repurchase Date pursuant to Section 8, Buyer's assigns; provided, however, that any amounts required the obligations of Seller to be remitted service the Purchased Mortgage Loans shall cease upon the payment by Seller to Buyer of the Repurchase Price therefor. Seller shall be deposited service the Purchased Mortgage Loans in accordance with the Collection Account on or prior servicing standards maintained by other prudent mortgage lenders with respect to mortgage loans similar to the day on which such remittance is to occurMortgage Loans. d. Upon Buyer's request(b) Seller agrees that Buyer is the owner of all servicing records, Seller shall provide promptly including but not limited to Buyer (i) a Servicer Notice addressed 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 and agreed to by or evidencing the Servicer servicing of the related Purchased Mortgage Loans, advising such Servicer of such matters as Loans (the "Servicing Records"). Seller grants Buyer may reasonably request, including, without limitation, recognition by the Servicer of Buyer's a ----------------- security interest in such all servicing fees and rights relating to the Purchased Mortgage Loans and all Servicing Records to secure the Servicerobligation of the Seller or its designee to service in conformity with this Section and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer's agreement that upon receipt of notice 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 Mortgage Loans on a servicing released basis or (ii) terminate the Seller as servicer of the Purchased Mortgage Loans with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers to service the Purchased Mortgage Loans without the prior written approval of Buyer. (e) Seller shall cause any sub-servicer hereunder to execute a letter agreement with Buyer acknowledging Buyer's security interest and agreeing that, upon notice from Buyer (or the Custodian on its behalf) that an Event of Default from Buyerhas occurred and in continuing hereunder, it will follow the instructions of Buyer shall deposit all Income with respect to the Purchased Mortgage Loans and any related Income with respect theretoin the amount specified in the third sentence of Section 5(a). e. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreement, Buyer shall have the right to immediately terminate the Servicer's right to service the Purchased Mortgage Loans under the Servicing Agreement without payment of any penalty or termination fee. Seller and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify Buyer.

Servicing. a. SellerThe Sellers, on Buyer's ’s behalf, shall contract with Servicer to, or if a Seller is the Servicer, such Seller shall, service the Mortgage Loans consistent with the degree of skill and care that such Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practicesall applicable industry standards. The Servicer shall (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 and (iii) not impair the rights of Buyer in any 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. b. Seller The Sellers shall cause the Servicer to hold or cause to be held all escrow funds collected by Servicer Seller with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such funds were collected. c. Seller The Sellers shall cause the Servicer 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 amounts required to 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 ’s request, Seller the Sellers shall provide promptly to Buyer (i) a Servicer Notice letter addressed to and agreed to by the Servicer of the related Purchased Mortgage Loans, in form and substance reasonably satisfactory to Buyer, advising such Servicer of such matters as Buyer may reasonably request, including, without limitation, and/or (ii) a recognition agreement executed by the Servicer of Buyer's interest in such the related Purchased Mortgage Loans Loans, in form and the Servicer's agreement that upon receipt of notice of an Event of Default from substance reasonably satisfactory to Buyer, it will in which the Servicer recognizes the interest of Buyer and agrees to follow the instructions of Buyer with respect to the Purchased Mortgage Loans and any related Income with respect thereto. e. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreementhereunder, Buyer shall have the right to immediately terminate the Servicer's ’s right to service the Purchased Mortgage Loans under the Servicing Agreement without payment of any penalty or termination fee. Seller and the Servicer The Sellers shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. f. If Seller the Sellers should discover that, for any reason whatsoever, Seller the Sellers or any entity responsible to Seller Sellers by contract for managing or servicing any such Purchased Mortgage Loan has failed to materially perform fully Seller's ’s obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller the Sellers shall promptly notify Buyer.

Servicing. a. Seller, on Buyer's behalf, shall contract with Servicer to, or if Seller is To the Servicerextent it has control over the servicing of the Purchased Assets and/or the Underlying Assets, Seller shallagrees as follows: (a) Notwithstanding the purchase and sale of the Purchased Assets hereby, Seller shall continue to cause the Purchased Assets and the Underlying Assets to be serviced for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Purchased Assets prior to the Repurchase Date pursuant to Section 7, Buyer’s assigns. Seller shall service or cause the servicer to service the Mortgage Loans consistent with Purchased Assets and the degree of skill and care that Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and Underlying Assets in accordance with Accepted Servicing Practices. The Servicer shall Practices approved by Buyer and maintained by other prudent mortgage lenders with respect to assets similar to the Purchased Assets and the Underlying Assets. (ib) comply with Seller agrees that Buyer is the owner of all applicable Federalservicing records, State including but not limited to any and local laws all servicing agreements (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 regulations, (ii) maintain all state and federal licenses necessary for it any other records relating to perform its servicing responsibilities hereunder and (iii) not impair the rights of Buyer in any Mortgage Loans or any payment thereunder. Buyer may terminate evidencing the servicing of Purchased Assets and the Underlying Assets (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Seller grants Buyer a security interest in all servicing fees and rights of Seller relating to the Purchased Assets and all Servicing Records to secure the obligation of Seller or its designee to service in conformity with this Section and any Mortgage Loan with other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the then-existing servicer in accordance with Section 12(eCustodian) hereofat Buyer’s request. b. Seller shall cause the Servicer to hold or cause to be held all escrow 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 funds were collected. c. Seller shall cause the Servicer 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 amounts required to 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, (c) Seller shall provide promptly to Buyer (i) on a Servicer Notice addressed monthly basis, or more frequently at the request of Buyer, any and all information that is pertinent or related to the assessment and agreed to by valuation of Underlying Assets that are included in Purchased Assets, as or when received or available from Seller. Such information includes, but is not limited to, property operating statements, rent rolls, financial statements and other financial reports for each Purchased Asset, as well as any other information or events affecting the Servicer interests in or valuation of the related Purchased Mortgage Loans, advising such Servicer of such matters as Buyer may reasonably request, including, without limitation, recognition by Assets. (d) Upon the Servicer of Buyer's interest in such Purchased Mortgage Loans occurrence and the Servicer's agreement that upon receipt of notice continuance of an Event of Default from BuyerDefault, it will follow Buyer may, in its sole discretion, (i) sell its right to the instructions Purchased Assets and the related Underlying Assets on a servicing released basis or (ii) terminate Seller or any sub-servicer of the Purchased Assets and the related Underlying Assets with or without cause, in each case without payment of any termination fee. (e) Seller shall not employ sub-servicers to service the Purchased Assets and the related Underlying Assets without the prior written approval of Buyer which approval shall not be unreasonably withheld. If the Purchased Assets and the related Underlying Assets are serviced by a sub-servicer, Seller shall irrevocably assign all rights, title and interest in the Servicing Agreements in the Purchased Assets and the related Underlying Assets to Buyer. (f) Seller shall cause any sub-servicers engaged by Seller to execute a letter agreement with Buyer acknowledging Buyer’s security interest and agreeing that it shall deposit all Income with respect to the Purchased Mortgage Loans and any related Income with respect theretoAssets in the Collection Account. e. Upon (g) To the occurrence of an Event of Default hereunder or a material default extent permitted under the Servicing Agreement, Buyer shall have servicing agreement the right to immediately terminate the Servicer's right to service the Purchased Mortgage Loans under the Servicing Agreement without payment of servicing fees shall be subordinate to payment of amounts outstanding under any penalty or termination fee. Seller Transaction and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretionthis Agreement. f. If (h) The servicer and Seller should discover that, for may not enter into any reason whatsoever, Seller modification or any entity responsible to Seller for managing extension agreement without the written consent or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any approval of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify Buyer.

Servicing. a. Seller(a) Notwithstanding the purchase and sale of the Purchased Assets hereby, on Buyer's behalfunless a Default or an Event of Default shall have occurred and is continuing, shall contract with Servicer to, or if Seller is the Servicer, Seller shall, service the Mortgage Loans consistent with the degree of skill and care that Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. The Servicer shall (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 and (iii) not impair the rights of Buyer in any 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. b. Seller shall cause the Servicer to hold or cause Purchased Assets to be held all escrow funds collected serviced by Servicer or a successor servicer approved by Buyer pursuant to the Servicing Agreement or a different servicing agreement approved by Buyer, in each case in its sole and absolute discretion. It is hereby expressly acknowledged that the Servicing Rights relating to each Eligible Asset purchased by Buyer hereunder have not been severed from the Eligible Asset, remain a part of the Eligible Asset and are transferred with respect the Eligible Asset. Buyer grants to any Seller the right, and Seller accepts the obligation, to service and administer each Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such funds were collected. c. Seller shall cause the Servicer 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 amounts required to be remitted to Buyer shall be deposited in the Collection Account on or Asset 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 Notice addressed to occurrence 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 Servicer's agreement that upon receipt of notice continuance of an Event of Default from subject to Buyer’s rights hereunder. Seller agrees and acknowledges that Buyer may, it will follow upon the instructions occurrence and during the continuance of an Event of Default, terminate the aforementioned grant to Seller and grant, transfer, assign or sell the right to service each Purchased Asset to another Person at such time and on such date as Buyer may determine in its sole discretion. Upon the occurrence and during the continuation of an Event of Default, Buyer shall be entitled to exercise all voting and corporate rights with respect to the Purchased Mortgage Loans Assets without regard to Seller’s instructions (including, but not limited to, if an Act of Insolvency shall occur with respect to Seller, Buyer may transfer such servicing to an entity satisfactory to Buyer). Seller shall provide Buyer with prior notice of Seller’s effectuating any Permitted Purchased Asset Modification. In the event Servicer is Seller or an Affiliate of Seller, all servicing accounts relating to the Purchased Assets shall be held at U.S. Bank National Association. Notwithstanding anything contained in this Agreement to the contrary, Seller shall not permit or direct any Servicers to make any Material Purchased Asset Modification without the written consent of Buyer. (b) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements with Servicer (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 related Income 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 grants Buyer a security interest in all rights relating to the Purchased Assets and all Servicing Records to secure the obligation of Seller or its designee to service in conformity with respect theretothis Section 24 and any other obligation of Seller to Buyer subject to the Servicing Agreement. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request. e. (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 Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee. Notwithstanding any provision of this Agreement to the contrary, upon the occurrence of an Event of Default hereunder Default, Buyer shall have sole control over all decisions, approvals or determinations made with respect to the servicing and administration of the Purchased Assets and the exercise of all rights and remedies with respect to the Purchased Assets and the related loan documents evidencing and securing the Purchased Assets, subject to the terms hereof and of the Servicing Agreement, for so long as it remains in effect. (d) Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer; provided that the foregoing shall not preclude any Servicer from employing subservicers for which it remains responsible in accordance with the Servicing Agreement. If the Purchased Assets are serviced by a material default sub-servicer, Seller shall irrevocably assign all rights, title and interest in the Servicing Agreements with respect to the Purchased Assets to Buyer, subject to the terms of this Agreement, including this Section 24. Neither Seller nor Servicer (or any sub-servicer) may assign its rights or delegate its duties and obligations under the Servicing Agreement, except as provided in this Section 24, without the prior written consent of Buyer. (e) Seller shall cause Servicer and any sub-servicers engaged on behalf of Seller to execute a Servicer Acknowledgement or similar letter agreement with Buyer shall have the right to immediately terminate the Servicer's right to service acknowledging Buyer’s interest in the Purchased Mortgage Loans under the Assets and Servicing Agreement without payment of Agreements and agreeing that Servicer and any penalty or termination fee. Seller and the Servicer sub-servicer (if applicable) shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities deposit all Income with respect to the Purchased Mortgage LoansAssets in the Cash Management Account no less often than monthly on or prior to the related Remittance Date. (f) The payment of servicing fees to Seller or any Affiliate of Seller shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement for so long as Servicer is an Affiliate of Seller. (g) Upon the failure of the Underlying Obligor or other obligor under any Purchased Asset to make any required payment of principal, interest or other amounts due under such Purchased Asset, or otherwise to perform fully any material covenants or other obligations under any of the related loan documents, in either case within any applicable grace period, Seller or Servicer shall promptly notify Buyer in writing, by e-mail and by fax. Seller (or Buyer, following the occurrence and during the continuance of an Event of Default, at Buyer’s option) shall issue notices of default, declare events of default, declare due the entire outstanding principal balance, and otherwise take all actions under the related loan documents evidencing and securing the Purchased Asset. (h) Except as otherwise provided in a written consent delivered to Seller by Buyer, Seller shall promptly notify Buyernot, nor cause or permit any Servicer or sub-servicer to, obtain or cause Buyer to obtain title to any Mortgaged Property or other collateral securing such Purchased Asset as a result or in lieu of foreclosure or otherwise, and shall not otherwise acquire possession of, or take other action with respect to, any Mortgaged Property or other collateral directly or indirectly securing such Purchased Asset, if, as a result of any such action, Buyer would be considered to hold title to, to be a “mortgagee in possession” of, or to be an “owner” or “operator” of, such Mortgaged Property or other collateral directly or indirectly securing such Purchased Asset within the meaning of any federal, state or local law, rule, regulation or statute (including, without limitation, any Environmental Laws) or a “discharger or responsible party” thereunder. In the event that title to any of the Mortgaged Properties or other collateral securing such Purchased Asset is acquired by Buyer or Persons designated by Buyer or by a third party at a foreclosure or trustee’s sale, the servicing rights of Seller with respect to such Purchased Asset shall terminate, unless Buyer shall have agreed or directed in writing that Seller shall continue to perform servicing with respect to any such Mortgaged Property or other collateral.

Servicing. a. Seller, (a) The parties hereto agree and acknowledge that the Purchased Assets will be sold by Seller to Buyer on Buyer's behalf, shall contract with Servicer to, or if Seller is a servicing released basis. In furtherance of the Servicerforegoing, Seller shalland Buyer hereby agree and confirm that from and after the date hereof, service only such Servicing Agreements that have been approved by Buyer shall govern the Mortgage Loans consistent with servicing of the degree of skill Purchased Assets and care that any prior agreement between Seller customarily requires and any other Person or otherwise with respect to similar Mortgage Loans owned or managed by it and such servicing is hereby superseded in accordance with Accepted all respects. Provided that, unless Buyer is a party to the Servicing Practices. The Servicer shall (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 and (iii) not impair the rights of Buyer in any Mortgage Loans or any payment thereunder. Buyer may terminate the servicing of any Mortgage Loan Agreement with the then-existing servicer in accordance with Section 12(e) hereof. b. related Servicer, Buyer shall have received a duly executed Servicer Acknowledgment from Servicer, prior to an Event of Default, Seller shall cause may retain Servicer, on behalf of Buyer, to service the Servicer to hold or cause to be held all escrow funds collected by Servicer with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same Assets for the purposes for which such funds were collected. c. Seller shall cause the Servicer to deposit all collections received by Servicer benefit of or on the Purchased Mortgage Loans in the Collection Account no later than the 5th Business Day following receiptbehalf of Buyer; provided, however, that the obligation of Servicer to service any amounts required to be remitted to Purchased Asset for the benefit of or on behalf of Buyer as aforesaid shall be deposited cease upon the repurchase of such Purchased Asset by Seller in accordance with the provisions of this Agreement or as otherwise provided in the Collection Account on or prior to the day on which such remittance is to occurServicer Acknowledgment. d. Upon (b) Seller agrees that, as between Seller and Buyer's request, ▇▇▇▇▇ 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 Records”) so long as the Purchased Assets are subject to this Agreement. Seller shall provide covenants to safeguard any such Servicing Records in Seller’s possession and to deliver them promptly to Buyer or its designee (iincluding Custodian) at Buyer’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) Seller shall cause any sub-servicers engaged on behalf of Buyer to execute 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 Acknowledgment acknowledging Buyer's ’s interest in such the Purchased Mortgage Loans Assets and the Servicer's agreement Servicing Agreement and agreeing that upon receipt of notice of an Event of Default from Buyer, it will follow the instructions of Buyer Servicer and any sub-servicer (if applicable) shall deposit all Income with respect to the Purchased Mortgage Loans and any related Income with respect theretoAssets in the Blocked Account, all in such manner as shall be reasonably acceptable to Buyer. e. (e) To the extent applicable, Seller shall cause Servicer to permit Buyer to inspect Servicer’s servicing facilities for the purpose of satisfying Buyer that Servicer has the ability to service such Purchased Asset as provided in this Agreement. (f) Buyer may, in its sole discretion if an Event of Default shall have occurred and be continuing, sell the Purchased Assets on a servicing released basis without payment of any termination fee or any other amount to Servicer. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreementhereunder, Buyer ▇▇▇▇▇ shall have the right immediately to immediately terminate the Servicer's ’s right to service the Purchased Mortgage Loans under the Servicing Agreement Assets without payment of any penalty or termination fee. Seller and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify Buyer.

Servicing. a. (a) The Seller, on Buyer's ’s behalf, shall contract with Servicer to, or if a Seller is the Servicer, such Seller shall, service the Mortgage Loans consistent with the degree of skill and care that such Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. The Servicer shall (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 and (iii) not impair the rights of Buyer in any Purchased Mortgage Loans or any payment thereunder. Buyer may terminate the servicing of any Purchased Mortgage Loan with the then-then existing servicer in accordance with Section 12(e16(e) hereof. b. (b) The Seller shall cause the Servicer to hold or cause to be held all escrow funds collected by Servicer the Seller with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such funds were collected. c. (c) The Seller shall cause the Servicer to deposit all collections received by Servicer the Seller on account of the Purchased Mortgage Loans in the Collection Account no later than the 5th two Business Day Days 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 remittance is to occur. d. Upon Buyer's request, (d) The Seller shall provide promptly to Buyer (i) 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 ’s interest in such Purchased Mortgage Loans and the Servicer's ’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 Mortgage Loans and any related Income with respect thereto. e. (e) Upon the occurrence of a Default or an Event of Default hereunder or a material default under the Servicing Agreement, Buyer shall have the right to immediately terminate the Servicer's ’s right to service the Purchased Mortgage Loans under the Servicing Agreement without payment of any penalty penalty, transfer or termination fee, any of which fees shall be borne by Seller. The Seller and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. f. (f) If the Seller should discover that, for any reason whatsoever, Seller or any entity responsible to the Seller by contract for managing or servicing any such Purchased Mortgage Loan has failed to perform fully the Seller's ’s obligations under the Program Agreements Repurchase Documents or any of the obligations of such entities with respect to the Purchased Mortgage Loans, the Seller shall promptly notify Buyer. (g) Notwithstanding and in addition to the foregoing, the Seller shall not permit Fairbanks Capital Corporation to service Mortgage Loans with an aggregate outstanding principal balance in excess of $3,000,000 after January 1, 2004, without Buyer’s written consent.

Servicing. a. (a) Notwithstanding the purchase and sale of the Purchased Assets hereby, Seller, on Buyer's behalf, Servicer or a third party servicer reasonably approved by Buyer shall contract with Servicer to, or if Seller is the Servicer, Seller shall, service the Mortgage Purchased Assets that are Eligible Loans consistent with (such Purchased Assets, “Serviced Assets”) for the degree benefit of skill 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. Seller shall service or cause Servicer to service the Serviced Assets at Seller’s sole cost and care that Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and for the benefit of Buyer in accordance with Accepted Servicing Practices. The Servicer shall (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 and (iii) not impair the rights of Practices approved by Buyer in any Mortgage Loans the exercise of its reasonable business judgment and maintained by other prudent mortgage 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. b. Seller shall cause the Servicer to hold or cause to be held all escrow funds collected by Servicer mezzanine lenders with respect to any Purchased Mortgage Loans in trust accounts and shall apply mortgage and/or mezzanine loans similar to the same for the purposes for which such funds were collected. c. Seller shall cause the Servicer 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; Serviced Assets, provided, however, that the obligations of Seller to service any amounts required of the Serviced Assets shall cease, at Buyer’s option, upon the earliest of (i) an Event of Default, or (ii) the transfer of servicing approved by Seller and Buyer, which Seller’s consent shall not be unreasonably withheld. Notwithstanding the foregoing, neither Seller nor Servicer shall take any material action or effect any modification or amendment to be remitted any Purchased Asset without first having given prior notice thereof to Buyer in each such instance and receiving the prior written consent of Buyer, which consent shall not be deposited unreasonably withheld or delayed. (b) Seller agrees that Buyer 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 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. Seller grants Buyer a security interest in the Collection Account on or prior all servicing fees and rights relating to the day on which Purchased Assets and all Servicing Records to secure the obligation of Seller or its designee to service in conformity with this Article and any other obligation of Seller to Buyer. Seller covenants to safeguard such remittance is Servicing Records and to occurdeliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request. d. (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 Seller, Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers to service the Purchased Assets without the prior written approval of Buyer's request, which shall not be unreasonably withheld. If the Purchased Assets are serviced by a sub-servicer, Seller shall provide promptly irrevocably assign all rights, title and interest (if any) in the Servicing Agreements in the Purchased Assets to Buyer. (e) Seller shall cause Servicer or any sub-servicers engaged by Seller to execute a letter agreement with Buyer (i) acknowledging Buyer’s security interest and agreeing that it shall deposit all Income with respect to the Purchased Assets in the Cash Management Account, and so long as a Servicer Notice addressed Purchased Asset is subject to and agreed a Transaction, following notice from Buyer 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 Servicer's agreement that upon receipt of notice Seller of an Event of Default from under this Agreement, Servicer shall take no action under this Agreement with regard to such Purchased Asset other than as specifically directed by Buyer, it will follow the instructions of Buyer with respect to the Purchased Mortgage Loans and any related Income with respect thereto. e. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreement, Buyer shall have the right to immediately terminate the Servicer's right to service the Purchased Mortgage Loans under the Servicing Agreement without (f) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any penalty or termination fee. Seller Transaction and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretionthis Agreement. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify Buyer.

Servicing. a. Seller, (a) The parties hereto agree and acknowledge that the Purchased Assets will be sold by Seller to Buyer on Buyer's behalf, shall contract with Servicer to, or if Seller is a servicing released basis. In furtherance of the Servicerforegoing, Seller shalland Buyer hereby agree and confirm that from and after the date hereof, service only such Servicing Agreements that have been approved by Buyer shall govern the Mortgage Loans consistent with servicing of the degree of skill Purchased Assets and care that any prior agreement between Seller customarily requires and any other Person or otherwise with respect to similar Mortgage Loans owned 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 managed by it and in accordance with Accepted Servicing Practices. The Servicer shall (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 and (iii) not impair the rights on behalf of Buyer in any Mortgage Loans or any payment thereunder. Buyer may terminate pursuant to the servicing of any Mortgage Loan with the then-existing servicer in accordance with Section 12(e) hereof. b. Seller shall cause the Servicer to hold or cause to be held all escrow 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 funds were collected. c. Seller shall cause the Servicer to deposit all collections received by Servicer on the Purchased Mortgage Loans in the Collection Account no later than the 5th Business Day following receiptServicing Agreement; provided, however, that the obligation of Servicer to service any amounts required to be remitted to Purchased Asset for the benefit of or on behalf of Buyer as aforesaid shall be deposited cease upon the repurchase of such Purchased Asset by Seller in accordance with the Collection Account on or prior to the day on which such remittance is to occurprovisions of this Agreement. d. Upon (b) Seller agrees that, as between Seller and Buyer's request, 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 Records”) so long as the Purchased Assets are subject to this Agreement. Seller shall provide covenants to safeguard any such Servicing Records in Seller’s possession and to deliver them promptly to Buyer or its designee (iincluding Custodian) at Buyer’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) Seller shall cause Servicer and any other sub-servicers engaged on behalf of Buyer to execute 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 Acknowledgment acknowledging Buyer's ’s interest in such the Purchased Mortgage Loans Assets and the Servicer's agreement Servicing Agreement and agreeing that upon receipt of notice of an Event of Default from Buyer, it will follow the instructions of Buyer Servicer and any sub-servicer (if applicable) shall deposit all Income with respect to the Purchased Mortgage Loans and any related Income with respect theretoAssets in the Blocked Account, all in such manner as shall be reasonably acceptable to Buyer. e. (e) To the extent applicable, Seller shall cause Servicer to permit Buyer to inspect Servicer’s servicing facilities for the purpose of satisfying Buyer that Servicer has the ability to service such Purchased Asset as provided in this Agreement. (f) Buyer may, in its sole discretion if an Event of Default shall have occurred and be continuing, sell the Purchased Assets on a servicing released basis without payment of any termination fee or any other amount to Servicer. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreementhereunder, Buyer shall have the right to immediately terminate the Servicer's ’s right to service the Purchased Mortgage Loans under Assets in accordance with the Servicing Agreement without payment of any penalty or termination fee. Seller and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify Buyer.

Servicing. a. Seller, The Mortgage Loans have been sold by the Sellers to the Purchaser on Buyer's behalf, shall contract with Servicer a servicing released basis. Subject to, or if Seller is and upon the terms and conditions of this Agreement, the Sellers hereby sell, transfer, assign, convey and deliver to the Purchaser the Servicing Rights. The Purchaser shall retain EquiFirst Corporation (in such capacity, the "Interim Servicer, Seller shall, service ") as contract servicer of the Mortgage Loans consistent with the degree of skill and care that Seller customarily requires with respect for an interim period pursuant to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. The Servicer shall (i) comply with all applicable Federal, State the terms and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) conditions set forth in this section provided that if the related Transfer Date has not impair the rights of Buyer in any 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. b. Seller shall cause the Servicer to hold or cause to be held all escrow 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 funds were collected. c. Seller shall cause the Servicer 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 amounts required to be remitted to Buyer shall be deposited in the Collection Account occurred on or prior to the day on date which such remittance is to occur. d. Upon Buyer's request, Seller shall provide promptly to Buyer (i) a Servicer Notice addressed to and agreed to by the Servicer of 60 days after the related Purchased Closing Date, the Purchaser and the Interim Servicer hereby agree to negotiate in good faith and enter into a more detailed interim servicing agreement mutually acceptable to the parties. The Interim Servicer shall service the Mortgage Loans on an "actual/actual" basis and otherwise in accordance with the Accepted Servicing Practices and the following provisions of this section. The Interim Servicer shall be entitled to a Servicing Fee as provided in the related Purchase Price and Terms Agreement. In servicing the Mortgage Loans, advising such the Interim Servicer shall comply with all applicable laws, rules and regulations with respect thereto. The Interim Servicer shall take no action, and shall not refrain from taking action, which, in either case, (a) would impair the ability of such matters as Buyer may reasonably request, including, without limitation, recognition by the Servicer Purchaser to realize on or enforce the Mortgage Note or the lien of Buyer's interest in such Purchased the Mortgage Loans and or any other document related thereto or (b) would jeopardize the Servicer's agreement that upon receipt of notice of an Event of Default from Buyer, it will follow rights or remedies available to the instructions of Buyer Purchaser with respect to any Mortgage Loan or otherwise impair the Purchased Mortgage Loans and any related Income with respect thereto. e. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreement, Buyer shall have the right to immediately terminate the Servicer's right to service the Purchased Mortgage Loans under the Servicing Agreement without payment of any penalty or termination fee. Seller and the Servicer shall cooperate in transferring the servicing ability of the Purchased Mortgage Loans Purchaser to a successor servicer appointed by Buyer in its sole discretion. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under realize on the Program Agreements or any of the obligations of such entities Mortgaged Property with respect to the Purchased such Mortgage Loans, Seller shall promptly notify BuyerLoan.

Servicing. a. Seller(a) The parties hereto hereby agree that the Servicer shall act as (i) an independent contractor of the Issuer and the Indenture Trustee (including for the benefit of the Secured Parties) to administer the collection and servicing of all of the Assigned Oil Revenues and the Assigned Oil Revenue Rights, on Buyer's behalfand (ii) the collateral agent and bailee for the Indenture Trustee (for the benefit of the 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 contract 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 (d) hereof. Without in any respect limiting the foregoing, the Servicer to, or if Seller is the Servicer, Seller shall, service the Mortgage Loans consistent with the degree of skill and care that Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted this Servicing PracticesAgreement but subject to all Applicable Laws, manage and administer the Assigned Oil Revenues and the Assigned Oil Revenue Rights, exercise all discretionary powers involved in such management, collection and administration bear all costs and expenses incurred in connection therewith that may be necessary or advisable and permitted for carrying out the transactions contemplated by the Transaction Documents. In the management, collection and administration of the Assigned Oil Revenues and the Assigned Oil Revenue 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 servicing and collecting the Assigned Oil Revenues and the Assigned Oil Revenue Rights. The Servicer will deposit the Collections daily from the Collections Account Waterfall into the Revenue Account. Subject to the provisions of Article IV of the Indenture, the Issuer shall pay the Servicer the Servicing Fee on each Payment Date as compensation for its performance as the Servicer; notwithstanding anything to the contrary in the Transaction Documents, the actual payment of the Servicing Fees to the Servicer from time to time shall be made in Reais. (b) Immediately after its receipt thereof, the Servicer shall use commercially reasonable efforts immediately to segregate the Collections from any other payments or similar items received by it. (c) The obligation of the Servicer to service the Assigned Oil Revenues and the Assigned Oil Revenue Rights is personal to the Servicer, and the parties recognize that another Person may not be qualified to perform such obligations. Accordingly, the Servicer’s obligation to service the Assigned Oil Revenues and the Assigned Oil Revenue 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 Servicer Replacement Event, Event of Default, Trigger Event, or Oil Revenue Change of Law Impairment Event; provided that a replacement Servicer may be appointed pursuant to Article IV hereof. 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 hereof 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 Assigned Oil Revenues and the Assigned Oil Revenue Rights in accordance with all Applicable Laws and this Servicing Agreement and the other Transaction Documents and has the ability to do so. Anything herein to the contrary notwithstanding, the Servicer shall be fully responsible for any and all acts or failures to act of any such subcontractor to the same extent as if the Servicer were performing or directly responsible for such subcontractor’s duties and responsibilities. (d) The Servicer shall not resign from its obligations hereunder except upon its reasonable determination that (i) comply with all applicable Federal, State the performance of such obligations is no longer permissible under Applicable Law and local laws and regulations, (ii) maintain all state 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 Servicer shall be evidenced as to clause (i) by an Opinion of Counsel to the Servicer to such effect and federal licenses necessary for it as to perform its servicing clause (ii) by an Officers’ Certificate of the Servicer, in each case addressed to the Issuer, the Indenture Trustee, the Bond Administrator, the Sponsor and each Rating Agency. No such resignation shall become effective until a successor servicer shall have assumed in writing the responsibilities hereunder and (iii) not impair obligations of the rights of Buyer in any Mortgage Loans or any payment thereunder. Buyer may terminate the servicing of any Mortgage Loan with the then-existing servicer Servicer in accordance with Section 12(e) 4.3 hereof. b. Seller shall cause (e) Each of the Issuer and the Brazilian Collateral Agent hereby grants to the Servicer a revocable power-of-attorney, which power is coupled with an interest, with full power of substitution, to hold or cause to be held all escrow 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 funds were collected. c. Seller shall cause the Servicer to deposit all collections received by Servicer on the Purchased Mortgage Loans take in the Collection Account no later than name of the 5th Business Day following receipt; providedIssuer and/or the Brazilian Collateral Agent or in its own name all steps necessary or advisable to endorse, howevernegotiate, that deliver or otherwise realize upon the Assigned Oil Revenues and the Assigned Oil Revenue Rights or any amounts required writing or other report of any kind held or owned by the Issuer or transmitted to 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 Notice addressed to and agreed to received by the Servicer as payment on account or otherwise in respect of any Assigned Oil Revenue or Assigned Oil Revenue Rights. If necessary in connection with the foregoing, the Indenture Trustee shall, upon the reasonable request of the related Purchased Mortgage LoansServicer, advising such Servicer provide a limited power of such matters as Buyer may reasonably request, including, without limitation, recognition by attorney to the Servicer of Buyer's interest in such Purchased Mortgage Loans a form reasonably acceptable to the Indenture Trustee and the Servicer's agreement that upon receipt . (f) Except when any Servicer Replacement Event exists, the Issuer hereby authorizes the Servicer (on behalf of notice of an Event of Default from Buyer, it will follow the instructions of Buyer Issuer) to instruct the Indenture Trustee and the Bond Administrator with respect to the Purchased Mortgage Loans and any related Income with respect theretoinvestment of funds held in the Transaction Accounts. e. Upon the occurrence of an Event of Default hereunder or a material default (g) The Servicer’s obligations under the Servicing Agreement, Buyer shall have the right to immediately terminate the Servicer's right to service the Purchased Mortgage Loans under the this Servicing Agreement without payment of any penalty or termination fee. Seller shall terminate on the Sale Termination Date and the Servicer shall cooperate in transferring on the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect Sale Termination Date: (i) transfer all records and documents relating to the Purchased Mortgage LoansAssigned Oil Revenues and the Assigned Oil Revenue Rights to the Sponsor and/or RJS, Seller shall promptly notify Buyeras applicable (it being understood that the Servicer may retain a copy of all such records and documents) and (ii) execute and deliver all documents and instruments related thereto as may be reasonably requested by the Sponsor and/or RJS, as applicable.

Servicing. a. Seller, on Buyer's behalf, Sellers and Buyer shall contract with Servicer to, or if Seller is the Servicer, Seller shall, to service the Mortgage Loans Purchased Assets pursuant to the Servicing Agreement, consistent with the degree of skill and care that Seller Servicer customarily requires with respect to similar Mortgage Loans Purchased Assets owned or managed by it and in accordance with Accepted Servicing Practices. The Servicing Agreement shall require, inter alia, that: Servicer shall (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 and (iii) not impair the rights of Buyer in any Mortgage Loans Purchased Assets or any payment thereunder. Buyer may terminate In addition, the servicing of any Mortgage Loan with the then-existing servicer in accordance with Section 12(e) hereof. b. Seller Servicing Agreement shall cause require that the Servicer to hold or cause to be held all escrow 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 funds were collected. c. Seller shall cause the Servicer to deposit all collections of Income (other than amounts deposited in escrow accounts pursuant to the Servicing Agreement) received by Servicer on account of the Purchased Mortgage Loans Assets in the Collection Securities Account no later than the 5th two Business Day Days following receipt; provided. On the Reporting Date the Servicer shall deliver all servicing and account information it receives with respect to the Purchased Assets (including the Servicing Report) to the Backup Servicer. b. Upon the occurrence of any of (i) an Event of Default hereunder or (ii) an event of default under the Servicing Agreement (beyond any applicable notice and cure period), however, that any amounts required to be remitted to Buyer shall be deposited in have the Collection Account on right to (i) immediately terminate the Servicer’s right to service the Purchased Assets without payment of any penalty or prior termination fee and (ii) send or instruct the Backup Servicer to send a Irrevocable Instruction Letter to each Mortgagor or payor related to the day on which Purchased Assets. Sellers and Servicer shall cooperate in transferring the servicing of the Purchased Assets to a successor servicer appointed by Buyer in its sole discretion. c. If any Seller should discover that, for any reason whatsoever, Servicer or any entity responsible for managing or servicing any Purchased Assets has failed to perform in all material respects any of the obligations of such remittance is entities with respect to occurthe Purchased Assets, or that an event of default under the Servicing Agreement has occurred, Sellers shall promptly notify Buyer. d. Upon Buyer's requestIn the event that the Servicer is a master servicer of a Purchased Asset which is serviced by a Third Party Servicer, Seller the Sellers shall provide promptly to Buyer (i) a Servicer Notice addressed to and agreed to by the Third Party Servicer of the related Purchased Mortgage LoansAssets, advising such Third Party Servicer of such matters as Buyer may reasonably request, including, without limitation, recognition by the Servicer master servicer of Buyer's ’s interest in such Purchased Mortgage Loans Assets and the Third Party Servicer's ’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 Mortgage Loans Assets and any related Income with respect thereto. e. ▇▇▇▇▇▇▇ shall not employ sub-servicers (other than the Servicer 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 Buyer for the servicing of the Purchased 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 event that Servicer is replaced. f. Upon the occurrence of and continuance of, but not prior to, an Event of Default hereunder or a material default under the Servicing Agreement, Buyer shall have inform the right Backup Servicer that an Event of Default has occurred and shall instruct the Backup Servicer to immediately terminate the Servicer's right deliver a Notice to service the Purchased Mortgage Loans under the Servicing Agreement without payment of any penalty or termination fee. Seller and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities Borrower with respect to the each Purchased Mortgage Loans, Seller shall promptly notify BuyerAsset subject to a Transaction.

Servicing. a. Seller, on Buyer's ’s behalf, shall contract with Servicer to, or if Seller is the Servicer, Seller shall, interim service the Underlying Mortgage Loans consistent with the degree of skill and care that Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. The Seller shall require the Servicer shall to (i) comply with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses and approvals necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the rights of Buyer in any Underlying 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. b. Seller shall, or shall cause require the Servicer to to, hold or cause require to be held all escrow funds collected by Servicer with respect to any Purchased Underlying 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 funds were collected. c. Seller shall, or shall cause require the Servicer to, upon notice from Buyer to Seller, or immediately upon the occurrence of an Event of Default, deposit all collections Income received by Servicer on the Purchased Underlying Mortgage Loans in the Collection Account no later than pursuant to the 5th Business Day following receipt; provided, however, that any terms of the Servicer Side Letter. Any such amounts required to be remitted to Buyer shall be deposited in the Collection Account, less any withdrawals expressly permitted by the related Servicing Agreement, shall then be remitted to the Settlement Account on or prior to a monthly basis, on the Monthly Waterfall Date, and on any other day on which Buyer directs such remittance is to occura transfer in its discretion. d. Upon Buyer's requestIf any Underlying Mortgage Loans that is proposed to be made subject to a Transaction on a Purchase Date is serviced by a servicer other than Seller, or if the servicing of any Underlying Mortgage Loans is to be transferred from Seller to a Servicer other than Seller, Seller shall shall, prior to such Purchase Date or servicing transfer date, as applicable, provide promptly to Buyer (i) a Servicer Notice addressed to and agreed to by the Servicer of the related Purchased Mortgage LoansServicing Agreement and a servicer notice or letter agreement, advising executed by Buyer, Seller and such Servicer of such matters as Buyer may reasonably request(each, includinga “Servicer Side Letter”), without limitation, recognition by the Servicer of Buyer's interest in such Purchased Mortgage Loans form 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 substance substantially similar to the Purchased Mortgage Loans and any related Income with respect theretoExhibit F hereto. e. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreement, The Buyer shall have the right to immediately terminate the Servicer's ’s right to service the Purchased Underlying Mortgage Loans under the Servicing Agreement without payment of any penalty or termination fee. Seller and the Servicer shall cooperate in transferring the servicing and all Records of the Purchased Underlying Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Underlying Mortgage Loan has failed to perform fully Seller's ’s obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Underlying Mortgage Loans, Seller shall promptly notify Buyer and promptly remedy any non-compliance. g. The Servicer’s rights and obligations to interim service the Underlying 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 11(g) shall no longer apply to any Underlying Mortgage Loan that is no longer subject to a Transaction in accordance with the provisions of this Agreement. Upon termination, the Servicer shall transfer servicing, including, without limitation, delivery of all servicing files to the designee of the Buyer. The Servicer’s delivery of servicing files shall be in accordance with Accepted Servicing Practices. The Seller and Servicer shall have no right to select a subservicer or successor servicer. After the servicing terminates and until the servicing transfer date, the Servicer shall service the Underlying 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, (i) provide Buyer with the related Servicing Agreement pursuant to which such subservicer shall service such Underlying Mortgage Loans, 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. 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 Underlying Mortgage Loans directly. i. Seller hereby agrees and acknowledges, and shall require 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 Underlying Mortgage Loans to the extent set forth in the related Servicing Agreement or Servicer Side Letter. Buyer shall also have the right to obtain copies of all Records and files of the Servicer relating to the Purchased Assets, including all documents relating to the Underlying Mortgage Loans and the servicing thereof.

Servicing. a. Seller(a) The parties hereto agree and acknowledge that, the Purchased Loans will be sold by Seller to Buyer on Buyer's behalfa servicing released basis. In furtherance of the foregoing, the Seller and the Servicer hereby agree and confirm that from and after the date hereof that this Section 22 shall contract with solely govern the servicing of the Purchased Loans and any prior agreement between Seller and Servicer to, or if Seller is the Servicer, Seller shall, service the Mortgage Loans consistent with the degree of skill and care that Seller customarily requires otherwise with respect to similar Mortgage such servicing is hereby superseded in all respects. During the related Interim Servicing Period, Servicer shall sub-service the Purchased Loans owned for the benefit of or managed on behalf of Buyer; provided, however, that the obligation of Servicer to sub-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 it Seller in accordance with the provisions of this Agreement. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (a) the termination thereof by Buyer pursuant to Section 22(c) below, (b) forty-five (45) days after the Purchase Date of the applicable Purchased Loans or any subsequent date on which the Interim Servicing Period is extended pursuant to Section 22(c), (c) the date of an Event of Default, or (d) the transfer of servicing to any other entity approved by Buyer and the assumption thereof by such entity. (b) Seller and Servicer agrees that, as between Seller and Servicer, on the one hand, and Buyer, on the other, 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 Records”) so long as the Purchased Loans are subject to this Agreement. Each of Seller and Servicer covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request. (c) With respect to the Servicing Records for each Purchased Loan and the physical and contractual servicing of each Purchased Loan, Servicer shall deliver such Servicing Records and, to the extent applicable, the servicing to such other successor as may be designated by Buyer on the Servicing Transfer Date. Notwithstanding the foregoing, the Interim Servicing Period with respect to the Purchased Loans shall automatically terminate on each Remittance Date unless reinstated for each such Purchased Loan pursuant to written notice of Buyer of such reinstatement (and thereafter the immediately preceding delivery requirement will be deemed to be rescinded), and a new 45-day Interim Servicing Period will be deemed to commence for such Purchased Loan as of such Remittance Date upon receipt of such written notice from Buyer. If the Interim Servicing Period terminates with respect to the Purchased Loans, the Servicer shall be terminated and shall transfer such servicing in accordance with Section 22(g) below. Sellers’ and Servicer’s transfer and delivery of the Servicing Rights, Servicing Records and the physical and contractual servicing under this Section, as applicable, shall be in accordance with customary standards in the industry and such transfer shall include the transfer of the gross amount of all escrows held for the related mortgagors (without reduction for unreimbursed advances or “negative escrows”). (d) Servicer shall sub-service the Purchased Loans in accordance with Accepted Servicing Practices. The Seller shall not, and shall not permit Servicer shall (i) comply with all applicable Federalto, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it employ any other sub-servicers to perform its servicing responsibilities hereunder and (iii) not impair service the rights Purchased Loans without the prior written approval of Buyer which approval 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 any Mortgage Loans or any payment thereunder. Buyer may terminate the servicing of any Mortgage Loan agreements with the thensuch sub-existing servicer in accordance with Section 12(e) hereofto Buyer. b. (e) Seller shall cause the Servicer and any other sub-servicers engaged by Seller to hold or cause to be held all escrow funds collected by Servicer execute a letter agreement with respect to any Purchased Mortgage Loans Buyer acknowledging Buyer’s security interest in trust accounts and shall apply the same for the purposes for which such funds were collected. c. Seller shall cause the Servicer 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 amounts required to 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 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 Servicer's agreement servicing agreements and agreeing that upon receipt of notice of an Event of Default from Buyer, it will follow the instructions of Buyer each such sub-servicer shall deposit all Income with respect to the Purchased Mortgage Loans and any related Income with respect theretoin the Blocked Account, all in such manner as shall be reasonably acceptable to Buyer. e. (f) Seller shall permit Buyer to inspect Seller’s or its Affiliate’s servicing facilities, as the case may be, for the purpose of satisfying Buyer that Seller or its Affiliate, as the case may be, has the ability to service such Purchased Loan as provided in this Agreement. (g) Buyer may, in its sole discretion if an Event of Default shall have occurred and be continuing, sell the Purchased Loans on a servicing released basis without payment of any termination fee or any other amount to Servicer. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreementhereunder, Buyer shall have the right immediately to immediately terminate the Servicer's ’s right to service the Purchased Mortgage Loans under the Servicing Agreement without payment of any penalty or termination fee. If Servicer shall be terminated under any of Section 22(c), this Section 22(g) or as otherwise provided hereunder, Servicer shall transfer such servicing with respect to such Purchased Loans to such successor designated by Buyer by the Servicing Transfer Date, at no cost or expense to Buyer. The Seller and the Servicer shall each agree to cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by with Buyer in its sole discretion. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations connection with the termination of Servicer under the Program Agreements or any terms of the obligations this Section 22 and transfer of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify Buyerservicing.

Servicing. a. Seller, (a) The parties hereto agree and acknowledge that the Purchased Assets will be sold by Seller to Buyer on Buyer's behalf, shall contract with Servicer to, or if Seller is a servicing released basis. In furtherance of the Servicerforegoing, Seller shalland Buyer hereby agree and confirm that from and after the date hereof, service only such Servicing Agreements that have been approved by Buyer shall govern the Mortgage Loans consistent with servicing of the degree of skill Purchased Assets and care that any prior agreement between Seller customarily requires and any other Person or otherwise with respect to similar Mortgage Loans owned or managed by it and such servicing is hereby superseded in accordance with Accepted Servicing Practicesall respects. The Provided that Buyer shall have received a duly executed Servicer shall (i) comply with all applicable FederalAcknowledgement from Servicer, State and local laws and regulationsprior to an Event of Default, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the rights Seller may retain, on behalf of Buyer in any 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. b. Seller shall cause the Buyer, Servicer to hold or cause to be held all escrow funds collected by Servicer with respect to any service the Purchased Mortgage Loans in trust accounts and shall apply the same Assets for the purposes for which such funds were collected. c. Seller shall cause the Servicer to deposit all collections received by Servicer benefit of or on the Purchased Mortgage Loans in the Collection Account no later than the 5th Business Day following receiptbehalf of Buyer; provided, however, that the obligation of Servicer to service any amounts required to be remitted to Purchased Asset for the benefit of or on behalf of Buyer as aforesaid shall be deposited cease upon the repurchase of such Purchased Asset by Seller in accordance with the provisions of this Agreement or as otherwise provided in the Collection Account on or prior to the day on which such remittance is to occurServicer Acknowledgement. d. Upon (b) Seller agrees that, as between Seller and Buyer's request, 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 Records”) so long as the Purchased Assets are subject to this Agreement. Seller shall provide covenants to safeguard any such Servicing Records in Seller’s possession and to deliver them promptly to Buyer or its designee (iincluding Custodian) at Buyer’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) Seller shall cause Servicer and any other sub-servicers engaged on behalf of Buyer to execute 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 Acknowledgement acknowledging Buyer's ’s interest in such the Purchased Mortgage Loans Assets and the Servicer's agreement Servicing Agreement and agreeing that upon receipt of notice of an Event of Default from Buyer, it will follow the instructions of Buyer Servicer and any sub-servicer (if applicable) shall deposit all Income with respect to the Purchased Mortgage Loans and any related Income with respect theretoAssets in the Controlled Account, all in such manner as shall be reasonably acceptable to Buyer. e. (e) To the extent applicable, Seller shall cause the Servicing Agreement or the Servicing Acknowledgment to permit Buyer to inspect Servicer’s servicing facilities for the purpose of satisfying Buyer that Servicer has the ability to service such Purchased Asset as provided in this Agreement. (f) Buyer may, in its sole discretion if an Event of Default shall have occurred and be continuing, sell the Purchased Assets on a servicing released basis without payment of any termination fee or any other amount to Servicer. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreementhereunder, Buyer shall have the right immediately to immediately terminate the Servicer's ’s right to service the Purchased Mortgage Loans under the Servicing Agreement Assets without payment of any penalty or termination fee. Seller and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify Buyer.

Servicing. a. Seller, (a) The parties hereto agree and acknowledge that the Purchased Assets are sold to Purchaser on Buyer's behalf, shall contract with Servicer to, or if Seller a “servicing released” basis and Purchaser is owner of all Servicing Rights so long as the ServicerPurchased Assets are subject to this Agreement. Notwithstanding the foregoing, Seller shall, 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) during the continuance of an Event of Default) to cause Servicer to service the Mortgage Loans consistent with Purchased Assets, and Seller shall have the degree of skill right, at Seller’s sole cost and care that Seller customarily requires with respect expense, to similar Mortgage Loans owned or managed by it and direct Servicer to service the Purchased Assets in accordance with Accepted the Servicing PracticesAgreement and this Article 29 and for the benefit of Purchaser. Notwithstanding the foregoing, Seller shall not take any action or effect any Material Modification without first having given prior notice thereof to Purchaser in each such instance and receiving the prior written consent of Purchaser. (b) The obligation of Servicer (or Seller to cause Servicer) to service any of the Purchased Assets shall cease, at Purchaser’s option, upon the earliest of (i) comply Purchaser’s termination of Servicer in accordance 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 and Purchaser not extending Seller’s revocable license in accordance with Article 29(a) or (iii) not impair the rights transfer of Buyer servicing to any other Servicer and the assumption of such servicing by such other Servicer. Seller agrees to reasonably cooperate with Purchaser in connection with any Mortgage Loans or termination of Servicer. Upon any payment thereunder. Buyer may terminate 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 any Mortgage Loan with the then-existing servicer in accordance with Section 12(e) hereofeffected Purchased Assets to another Servicer designated by Purchaser as expeditiously as possible. b. Seller shall cause the (c) Purchaser may, in its sole and absolute discretion, terminate Servicer to hold or cause to be held all escrow funds collected by Servicer any sub-servicer with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such funds were collected. c. Seller shall cause the Servicer 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 amounts required to 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 Asset (i) upon the occurrence of a Servicer Notice addressed to and agreed to default 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 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 Mortgage Loans and any related Income with respect thereto. e. Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreement, Buyer shall have (ii) upon the right to immediately terminate occurrence of a default by the Servicer's right to service the Purchased Mortgage Loans Servicer under the Servicing Agreement Servicer Letter or (iii) during the continuance of an Event of Default, either for cause or without cause, in each case of clauses (i) through (iii), without payment of any penalty or termination fee. (d) Seller shall not, and shall not permit Servicer to, employ any other cashiering sub-servicers to service the Purchased Assets without the prior written approval of Purchaser (such approval not to be unreasonably conditioned, withheld or delayed). If the Purchased Assets are serviced by a cashiering sub-servicer engaged by Seller, Seller shall irrevocably assign all rights, title and interest in the servicing agreements with such cashiering sub-servicer to Purchaser. (e) Seller shall cause Servicer and any sub-servicer to service the Purchased Assets in accordance with Accepted Servicing Practices. Seller shall cause Servicer and any sub-servicers engaged directly by Seller to execute a letter agreement with Purchaser substantially in the form attached as Exhibit XI hereto (a “Servicer shall cooperate Letter”) acknowledging Purchaser’s security interest in transferring the servicing of the Purchased Mortgage Loans Assets and agreeing to a successor servicer appointed by Buyer in its sole discretion. f. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller's obligations under the Program Agreements or any of the obligations of such entities remit all Income received with respect to the Purchased Mortgage LoansAsset 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 related 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 use commercially reasonable efforts 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 promptly notify Buyerbe solely the responsibility of Seller and shall be subordinate to payment of amounts outstanding and due to Purchaser under the Transaction Documents (except upon Purchaser’s ultimate sale or retention, as applicable, of such Purchased Asset in accordance with Article 14(b)(ii)(D), in which case the obligation will be transferred to the transferee of the Purchased Asset or to Purchaser, as applicable).

Servicing. a. Seller(a) Sellers, on Buyer's ’s behalf, shall contract with Servicer to, or if a Seller is the Servicer, Seller it shall, service the Mortgage Loans consistent with the degree of skill and care that such Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. The Servicer shall (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 and (iii) not impair the rights of Buyer in any Mortgage Loans or any payment thereunder. Buyer may terminate the servicing of any Mortgage Loan with the then-then existing servicer Servicer in accordance with Section 12(e16(e) hereof. b. Seller (b) Sellers shall cause the Servicer to hold or cause to be held all escrow funds collected by Servicer Sellers with respect to any Purchased Mortgage Loans Assets in trust accounts and shall apply the same for the purposes for which such funds were collected. c. Seller (c) Sellers shall cause the Servicer to deposit all collections received by Servicer Sellers on account of the Purchased Mortgage Loans Assets in the Collection Account account set forth in Section 9 no later than the 5th two (2) Business Day Days 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 remittance is to occur. d. Upon Buyer's request, Seller (d) Sellers shall provide promptly to Buyer (i) a Servicer Notice addressed to and agreed to by the Servicer of the related Purchased Mortgage LoansAssets, advising such Servicer of such matters as Buyer may reasonably request, including, without limitation, recognition by the Servicer of Buyer's ’s interest in such Purchased Mortgage Loans Assets and the Servicer's ’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 Mortgage Loans Assets and any related Income with respect thereto. e. (e) Upon written notice, Buyer has the occurrence of right with cause, or with respect to an Event of Default hereunder or a material default under the Servicing AgreementDefault, Buyer shall have the right as determined in its good faith discretion to immediately terminate the Servicer's ’s right to service the Purchased Mortgage Loans under the Servicing Agreement Assets without payment of any penalty or termination fee. Seller and the Servicer Sellers shall cooperate in transferring the servicing of the Purchased Mortgage Loans Assets to a successor servicer appointed by Buyer in its sole good faith discretion. For the avoidance of doubt any termination of the Servicer’s rights to service by the Buyer as a result of 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. f. (f) If a Seller should discover that, for any reason whatsoever, Seller or any entity responsible to such Seller by contract for managing or servicing any such Purchased Mortgage Loan Asset has failed to perform fully such Seller's ’s obligations under the Program Agreements Facility Documents or any of the obligations of such entities with respect to the Purchased Mortgage LoansAssets, such Seller shall promptly notify Buyer. (g) For the avoidance of doubt, no Seller retains economic rights to the servicing of the Purchased Assets; provided that Sellers shall continue to service the Purchased Assets hereunder as part of their Obligations hereunder. As such, each Seller expressly acknowledges that the Purchased Asset are sold to Buyer on a “servicing released” basis. (h) The Servicing Rights and other servicing provisions under this Agreement are not severable from or to be separated from the Purchased Assets under this Agreement, and such Servicing Rights and other servicing provisions of this Agreement constitute (a) “related terms” under this Agreement within the meaning of Section 101(47)(A)(i) of the Bankruptcy Code and/or (b) a security agreement or other arrangement or other credit enhancement related to the Repurchase Documents.

Servicing. a. SellerThe Sellers, on Buyer's behalf, shall contract with Servicer to, or if a Seller is the Servicer, such Seller shall, service the Mortgage Loans consistent with the degree of skill and care that such Seller customarily requires with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. The Servicer shall (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 and (iii) not impair the rights of Buyer in any Purchased Mortgage Loans or any payment thereunder. Buyer may terminate the servicing of any Purchased Mortgage Loan with the then-then existing servicer in accordance with Section 12(e16(e) hereof. b. . The Seller shall cause the Servicer to hold or cause to be held all escrow funds collected by Servicer the Seller with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such funds were collected. c. . The Seller shall cause the Servicer to deposit all collections received by Servicer the Seller on account of the Purchased Mortgage Loans in the Collection Account no later than the 5th two Business Day Days 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 remittance is to occur. d. Upon Buyer's request, Seller . The Sellers shall provide promptly to Buyer (i) 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 such Purchased Mortgage Loans 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 Mortgage Loans and any related Income with respect thereto. e. . Upon the occurrence of an a Default or Event of Default hereunder or a material default under the Servicing Agreement, Buyer shall have the right to immediately terminate the Servicer's right to service the Purchased Mortgage Loans under the Servicing Agreement without payment of any penalty or termination fee. The Seller and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its sole discretion. f. . If the Seller should discover that, for any reason whatsoever, Seller or any entity responsible to the Seller by contract for managing or servicing any such Purchased Mortgage Loan has failed to perform fully the Seller's obligations under the Program Agreements Repurchase Documents or any of the obligations of such entities with respect to the Purchased Mortgage Loans, the Seller shall promptly notify Buyer.