Common use of Servicing of the Mortgage Loans Clause in Contracts

Servicing of the Mortgage Loans. The Mortgage Loans have been sold by the Seller to the Purchaser on a servicing released basis. Subject to, and upon the terms and conditions of this Agreement and the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein), the Seller hereby sells, transfers, assigns, conveys and delivers to the Purchaser the Servicing Rights. The Purchaser shall retain the Interim Servicer as contract servicer of the Mortgage Loans for an interim period pursuant to and in accordance with the terms and conditions contained in the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein). The Seller shall cause the Interim Servicer to execute the Interim Servicing Agreement on the initial Closing Date. Pursuant to the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein), the Interim Servicer shall begin servicing the Mortgage Loans on behalf of the Purchaser and shall be entitled to a Servicing Fee with respect to such Mortgage Loans until the applicable Transfer Date. The Interim Servicer shall conduct such servicing in accordance with the Interim Servicing Agreement. The Interim Servicer may enter into subservicing agreements with subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Interim Servicer as provided in the Interim Servicing Agreement. The Purchaser hereby acknowledges that the Seller shall assign its obligation to service the Mortgage Loans for the benefit of the Purchaser to its interim subservicer, which, on the date of this Agreement, is either Option One Mortgage Corporation or Litton Loan Servicing, LP.

Servicing of the Mortgage Loans. The Mortgage Loans have been sold by the Seller to the Purchaser on a servicing released basis. Subject to, and upon the terms and conditions of this Agreement and the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein), the Seller hereby sells, transfers, assigns, conveys and delivers to the Purchaser the Servicing Rights. The Purchaser shall retain the Interim Servicer as contract servicer of the Mortgage Loans for an interim period pursuant to and in accordance with the terms and conditions contained in the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein). The Seller shall cause the Interim Servicer to execute the Interim Servicing Agreement on the initial Closing Date. Pursuant to the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein), the Interim Servicer shall begin servicing the Mortgage Loans on behalf of the Purchaser and shall be entitled to a Servicing Fee with respect to such Mortgage Loans until the applicable Transfer Date. The Interim Servicer shall conduct such servicing in accordance with the Interim Servicing Agreement. The Interim Servicer may enter into subservicing agreements with subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Interim Servicer as provided in the Interim Servicing Agreement. The Purchaser hereby acknowledges that the Seller shall assign its obligation to service the Mortgage Loans for the benefit of the Purchaser to its interim subservicer, which, on the date of this Agreement, is either Option One Mortgage Corporation or Litton Loan Servicing, LP.

Servicing of the Mortgage Loans. The Mortgage Loans have been sold by the Seller to the Purchaser on a servicing released basis. Subject to, For the period beginning on the related Closing Date and upon ending on the terms and conditions of this Agreement and the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein)related Transfer Date, the Seller hereby sells, transfers, assigns, conveys and delivers to the Purchaser the Servicing Rights. The Purchaser shall retain the Interim Servicer as contract servicer of the Mortgage Loans for an interim period pursuant to and in accordance with the terms and conditions contained in the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein). The Seller shall cause the each Interim Servicer to execute the Interim Servicing Agreement on the initial Closing Date. Pursuant to the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein), the Interim Servicer shall begin servicing the Mortgage Loans on behalf of the Purchaser service and shall be entitled to a Servicing Fee with respect to such Mortgage Loans until the applicable Transfer Date. The Interim Servicer shall conduct such servicing in accordance with the Interim Servicing Agreement. The Interim Servicer may enter into subservicing agreements with subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Interim Servicer as provided in the Interim Servicing Agreement. The Purchaser hereby acknowledges that the Seller shall assign its obligation to service administer the Mortgage Loans for the benefit of the Purchaser in accordance with the related Interim Servicing Agreement. The Seller shall take any actions necessary to its cause each Interim Servicer to terminate servicing the Mortgage Loans on behalf of the Seller. In such connection the Seller shall cause each Interim Servicer to enter into an Assignment, Assumption and Recognition Agreement (each, an "Assignment Agreement") whereby the related Interim Servicer will recognize the Purchaser as the owner of the Mortgage Loans and shall service and administer such Mortgage Loans for the benefit of the Purchaser on an interim subservicerservicing basis. In addition, whichthe Seller shall, on or shall cause the date Interim Servicer to notify the related mortgagors of the transfer of servicing to the Successor Servicer in accordance with the requirements of the RESPA and the Cranston Gonzalez National Affordable Housing Act of 1990. On or before xxx xxxxxxx Xxxxsfer Date, the Seller shall or shall cause the Interim Servicer to prepare, execute and deliver to the Servicer any and all documents and other instruments, place in the Successor Servicer's possession all Mortgage Loan Documents necessary or appropriate to effect the purposes of such notice of termination, including but not limited to the transfer and endorsement or assignment of the related Mortgage Loans and related documents, at the Seller's sole expense. The Seller shall, and shall cause the Interim Servicer to cooperate fully with the Purchaser and the Successor Servicer in effecting the termination of the Interim Servicer's responsibilities and rights with respect to the servicing and administration of the Mortgage Loans. On the related Transfer Date, the Servicer shall, and shall cause the Interim Servicer to comply with this Agreement, is either Option One Section 7 and the Interim Servicing Agreement to effect a complete transfer of the servicing and administration of the Mortgage Corporation or Litton Loan Servicing, LPLoans.

Servicing of the Mortgage Loans. Subsection 7.01 Servicing of the Mortgage Loans; Interim Servicer The Mortgage Loans have been sold by the Seller to the Purchaser on a servicing released basis. Subject to, and upon the terms and conditions of this Agreement and the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein), the Seller hereby sells, transfers, assigns, conveys and delivers to the Purchaser the Servicing Rights. The Purchaser shall retain the Interim Servicer as contract servicer of the Mortgage Loans for an interim period pursuant to and in accordance with the terms and conditions contained in the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein). The Seller shall cause the Interim Servicer to execute the Interim Servicing Agreement on the initial Closing Date. Pursuant to the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein), the Interim Servicer shall begin servicing the Mortgage Loans on behalf of the Purchaser and shall be entitled to a Servicing Fee Fee, if any, with respect to such Mortgage Loans until the applicable Transfer Date. The Interim Servicer shall conduct such servicing in accordance with the Interim Servicing Agreement. The Interim Servicer may enter into subservicing agreements with subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Interim Servicer as provided in the Interim Servicing Agreement. The Purchaser hereby acknowledges that the Seller shall assign its obligation to service the Mortgage Loans for the benefit of the Purchaser to its interim subservicer, which, on the date of this Agreement, is either Option One Mortgage Corporation or Litton Loan Servicing, LP.

Servicing of the Mortgage Loans. The Mortgage Loans have been sold by the Seller to the Purchaser on a servicing released basis. Subject to, and upon the terms and conditions of this Agreement and the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein)Agreement, the Seller hereby sells, transfers, assigns, conveys and delivers to the Purchaser the Servicing Rights. The Purchaser shall retain the Interim Servicer Seller as contract servicer of the Mortgage Loans for an interim period pursuant to and in accordance with the terms and conditions contained set forth in this section provided that if the related Transfer Date has not occurred on or prior to the date which is 60 days after the related Closing Date, the Purchaser and the Seller hereby agrees to negotiate in good faith and enter into a more detailed interim servicing agreement mutually acceptable to the parties. The Seller 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 Seller shall not be entitled to a servicing fee in connection with the servicing of any Mortgage Loan hereunder. In servicing the Mortgage Loans, the Seller shall comply with all applicable laws, rules and regulations with respect thereto. The Seller shall take no action with respect to any Mortgage Loan, including entering into any litigation, or any agreement with the related Mortgagor, without the prior written consent of the Purchaser. The Seller shall promptly notify the Purchaser in writing of any action which should be taken with respect to any Mortgage Loan in accordance with Accepted Servicing Practices. The Seller shall take no action, and shall not refrain from taking action, which, in either case, (a) would impair the ability of the Purchaser to realize on or enforce the Mortgage Note or the lien of the Mortgage or any other document related thereto or (b) would jeopardize the rights or remedies available to the Purchaser with respect to any Mortgage Loan or otherwise impair the ability of the Purchaser to realize on the Mortgaged Property with respect to such Mortgage Loan. The Seller shall be obligated to make all advances on the Mortgage Loans with respect to taxes and insurance premiums due and owing (the “T&I Servicing Advances”). Any other servicing advances in excess of $500 shall be made with the prior written consent of the Purchaser. The Seller shall be required to notify the Purchaser in writing of all advances in excess of $500 required to be made in order to further protect and preserve the Purchaser’s interest in the Interim Mortgage Loans and the underlying Mortgaged Property (the “Other Servicing Agreement (Advances,” together with the T&I Servicing Advances, the “Servicing Advances”), and shall make such Other Servicing Advances in a timely fashion unless otherwise instructed by the Purchaser. The Seller shall be entitled to reimbursement for all Servicing Advances from the Purchaser within 15 Business Days following the Transfer Date. The Seller shall segregate and hold all funds collected and received pursuant to the Mortgage Loans, including Escrow Payments, separate and apart from any of their own funds and general assets in one or more Eligible Accounts. The Seller shall remit to the Purchaser on each Remittance Date all amounts received from any source with respect to the Mortgage Loans. On or prior to each Remittance Date the Seller shall deliver to the Purchaser a remittance advice in electronic format acceptable to the Purchaser as to the accompanying remittance and the period ending on the related Determination Date and shall additionally specify the number of days which each Mortgage Loan is delinquent, and shall contain an explanation of all Servicing Advances made, the status of all Mortgage Loans in foreclosure or otherwise the subject of litigation, and the status of all other collection efforts with respect to each Mortgage Loan, for an interim period, as specified therein). The Seller shall cause the Interim Servicer to execute the Interim Servicing Agreement on the initial Closing Date. Pursuant to the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein), the Interim Servicer shall begin servicing the Mortgage Loans on behalf of the Purchaser and shall be entitled to a Servicing Fee with respect to such Mortgage Loans until the applicable Transfer Date. The Interim Servicer shall conduct such servicing in accordance with the Interim Servicing Agreement. The Interim Servicer may enter into subservicing agreements with subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Interim Servicer as provided in the Interim Servicing Agreement. The Purchaser hereby acknowledges that the Seller shall assign its obligation to service the Mortgage Loans for the benefit of the Purchaser to its interim subservicer, which, on the date of this Agreement, is either Option One Mortgage Corporation or Litton Loan Servicing, LP.

Servicing of the Mortgage Loans. The Mortgage Loans have been sold by the Seller to the Purchaser on a servicing released basis. Subject to, and upon the terms and conditions of this Agreement and the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein)Agreement, the Seller hereby sells, transfers, assigns, conveys and delivers to the Purchaser the Servicing Rights. The Purchaser shall retain the Interim Servicer Seller as contract servicer of the Mortgage Loans for an interim period pursuant to and in accordance with the terms and conditions contained set forth in this section provided that if the related Transfer Date has not occurred on or prior to the date which is 60 days after the related Closing Date, the Purchaser and the Seller hereby agrees to negotiate in good faith and enter into a more detailed interim servicing agreement mutually acceptable to the parties. The Seller 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 Seller shall not be entitled to a servicing fee in connection with the servicing of any Mortgage Loan hereunder. In servicing the Mortgage Loans, the Seller shall comply with all applicable laws, rules and regulations with respect thereto. The Seller shall take no action with respect to any Mortgage Loan, including entering into any litigation, or any agreement with the related Mortgagor, without the prior written consent of the Purchaser. The Seller shall promptly notify the Purchaser in writing of any action which should be taken with respect to any Mortgage Loan in accordance with Accepted Servicing Practices. The Seller shall take no action, and shall not refrain from taking action, which, in either case, (a) would impair the ability of the Purchaser to realize on or enforce the Mortgage Note or the lien of the Mortgage or any other document related thereto or (b) would jeopardize the rights or remedies available to the Purchaser with respect to any Mortgage Loan or otherwise impair the ability of the Purchaser to realize on the Mortgaged Property with respect to such Mortgage Loan. The Seller shall be obligated to make all advances on the Mortgage Loans with respect to taxes and insurance premiums due and owing (the "T&I Servicing Advances"). Any other servicing advances in excess of $500 shall be made with the prior written consent of the Purchaser. The Seller shall be required to notify the Purchaser in writing of all advances in excess of $500 required to be made in order to further protect and preserve the Purchaser's interest in the Interim Mortgage Loans and the underlying Mortgaged Property (the "Other Servicing Agreement (Advances," together with the T&I Servicing Advances, the "Servicing Advances"), and shall make such Other Servicing Advances in a timely fashion unless otherwise instructed by the Purchaser. The Seller shall be entitled to reimbursement for all Servicing Advances from the Purchaser within 15 Business Days following the Transfer Date. The Seller shall segregate and hold all funds collected and received pursuant to the Mortgage Loans, including Escrow Payments, separate and apart from any of their own funds and general assets in one or more Eligible Accounts. The Seller shall remit to the Purchaser on each Remittance Date all amounts received from any source with respect to the Mortgage Loans. On or prior to each Remittance Date the Seller shall deliver to the Purchaser a remittance advice in electronic format acceptable to the Purchaser as to the accompanying remittance and the period ending on the related Determination Date and shall additionally specify the number of days which each Mortgage Loan is delinquent, and shall contain an explanation of all Servicing Advances made, the status of all Mortgage Loans in foreclosure or otherwise the subject of litigation, and the status of all other collection efforts with respect to each Mortgage Loan, for an interim period, as specified therein). The Seller shall cause the Interim Servicer to execute the Interim Servicing Agreement on the initial Closing Date. Pursuant to the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein), the Interim Servicer shall begin servicing the Mortgage Loans on behalf of the Purchaser and shall be entitled to a Servicing Fee with respect to such Mortgage Loans until the applicable Transfer Date. The Interim Servicer shall conduct such servicing in accordance with the Interim Servicing Agreement. The Interim Servicer may enter into subservicing agreements with subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Interim Servicer as provided in the Interim Servicing Agreement. The Purchaser hereby acknowledges that the Seller shall assign its obligation to service the Mortgage Loans for the benefit of the Purchaser to its interim subservicer, which, on the date of this Agreement, is either Option One Mortgage Corporation or Litton Loan Servicing, LP.

Servicing of the Mortgage Loans. (a) It is expressly acknowledged that the Servicing Rights relating to each Mortgage Loan purchased by Purchaser hereunder have been or will be sold, assigned, and transferred by the related Seller to Purchaser along with such Mortgage Loan. The related Seller shall service and administer each Mortgage Loan on behalf of Purchaser on an interim basis in accordance with accepted and prudent mortgage loan servicing standards and procedures generally accepted in the mortgage banking industry for the same type of mortgage loans as the Mortgage Loans have been sold by the Seller and in a manner at least equal in quality to the Purchaser on a servicing released basis. Subject tosuch Seller provides for mortgage loans which it owns, and upon the terms and conditions of this Agreement provided that such Seller shall at all times comply with applicable law and the Interim Servicing Agreement (with requirements of any applicable insurer or guarantor so that the insurance and any applicable guarantee in respect to of any Mortgage Loan is not voided or reduced. The related Seller shall at all times maintain accurate and complete records of its servicing of each Mortgage Loan, for an interim periodand Purchaser may, as specified thereinat any time during such Seller's business hours, on reasonable notice, examine and make copies of such records. On the 2nd day of each calendar month, or at any other time upon Purchaser's request such Seller shall deliver to Purchaser reports regarding the status of each Mortgage Loan in accordance with Section 11(o) and Section 11(p), which shall include, with respect to any MERS Designated Mortgage Loan, MERS Reports, and any circumstances that could materially adversely affect any such Mortgage Loan, Purchaser's ownership of any such Mortgage Loan or the Seller hereby sells, transfers, assigns, conveys and delivers to the Purchaser the Servicing Rightscollateral securing any such Mortgage Loan. The related Seller agrees and acknowledges that Purchaser shall retain may, at any time, terminate the Interim Servicer as contract servicer servicing of the Mortgage Loans for by such Seller and transfer servicing to another Person on such date as Purchaser may determine in its sole discretion. In the event that anything in this Agreement is interpreted as constituting one or more interim servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an interim period pursuant Event of Default, (ii) the repurchase of a Mortgage Loan by the related Seller or (iii) the Purchaser's notice to and in accordance with the terms and conditions contained related Seller directing such Seller to transfer servicing (provided, such Seller's obligations as set forth herein to cooperate in the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein). The Seller shall cause the Interim Servicer to execute the Interim Servicing Agreement on the initial Closing Date. Pursuant to the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein), the Interim Servicer shall begin servicing the Mortgage Loans on behalf transfer of the Purchaser and shall be entitled to a Servicing Fee with respect to such Mortgage Loans until the applicable Transfer Date. The Interim Servicer shall conduct such servicing shall not terminate until such servicing has actually been transferred in accordance with the Interim Servicing Agreement. The Interim Servicer may enter into subservicing agreements with subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Interim Servicer as provided in the Interim Servicing Agreement. The Purchaser hereby acknowledges that the Seller shall assign its obligation to service the Mortgage Loans for the benefit of the Purchaser to its interim subservicer, which, on the date of this Agreement, is either Option One Mortgage Corporation or Litton Loan Servicing, LPfull).

Servicing of the Mortgage Loans. The All Mortgage Loans have been will be sold by the Seller to the Purchaser on a servicing released retained basis. Subject to, and upon the terms and conditions of this Agreement and the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein), the Seller hereby sells, transfers, assigns, conveys and delivers to the Purchaser the Servicing Rights. The Purchaser shall retain the Interim Servicer as independent contract servicer of the Mortgage Loans for an interim period pursuant to and in accordance with the terms and conditions contained in the Interim Residential Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein)Agreement. The Purchaser, the Seller and the Servicer shall cause the Interim Servicer to execute the Interim Residential Servicing Agreement on or before the initial Initial Closing Date. Date in the form attached hereto as Exhibit B. Pursuant to the Interim Residential Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein)Agreement, the Interim Servicer shall begin servicing service the Mortgage Loans on behalf of the Purchaser and shall be entitled to a the Servicing Fee and any Ancillary Income with respect to each Mortgage Loan from the Closing Date with respect to the sale and purchase thereof until the termination of the Residential Servicing Agreement with respect to such Mortgage Loans until Loan as set forth in the applicable Transfer DateResidential Servicing Agreement. The Interim Servicer shall conduct such servicing in accordance with the Interim terms of the Residential Servicing Agreement. The Interim Servicer may enter into subservicing agreements with subservicers for In the event that the Purchaser elects to terminate the servicing by the Servicer of a Mortgage Loan which has gone into Nonaccrual Status or has been foreclosed and administration as to which title to the related Mortgage Property has been transferred to the Purchaser ("REO Property"), pursuant to the terms of the Residential Servicing Agreement, at the Purchaser's election and direction, the Seller shall service such Mortgage Loan or REO Property on behalf of the Purchaser in the same manner in which Seller services its own Mortgage Loans and for REO of similar kind. The Seller shall be entitled to servicing compensation with respect to those transferred Mortgage Loans which have gone into Non-accrual Status on the performance of any and all other activities of same basis as the Interim Servicer as provided in under the Interim Residential Servicing Agreement. The Purchaser hereby acknowledges that the Seller shall assign its obligation to service the Mortgage Loans for the benefit of the Purchaser to its interim subservicer, which, on the date of this Agreement, is either Option One Mortgage Corporation or Litton Loan Servicing, LP.

Servicing of the Mortgage Loans. The Mortgage Loans have been sold by (a) It is expressly acknowledged that the Seller to the Purchaser on a servicing released basis. Subject to, and upon the terms and conditions of this Agreement and the Interim Servicing Agreement (with respect Rights relating to each Mortgage Loan purchased by Purchaser hereunder have been sold, assigned, and transferred by Seller to Purchaser along with such Mortgage Loan, for . Seller shall service and administer each Mortgage Loan on behalf of Purchaser on an interim period, basis in accordance with accepted and prudent mortgage loan servicing standards and procedures generally accepted in the mortgage banking industry for the same type of mortgage loans as specified therein), the Seller hereby sells, transfers, assigns, conveys and delivers to the Purchaser the Servicing Rights. The Purchaser shall retain the Interim Servicer as contract servicer of the Mortgage Loans and in a manner at least equal in quality to the servicing the Seller provides for an interim period pursuant to mortgage loans which it owns and in accordance with the terms requirements of the Takeout Investor as though the Takeout Investor’s requirements were set forth in an independent contract between Seller and conditions contained Purchaser, provided that Seller shall at all times comply with applicable law and the requirements of any applicable insurer or guarantor so that the insurance and any applicable guarantee in the Interim Servicing Agreement (with respect to of any Mortgage Loan is not voided or reduced. Seller shall at all times maintain accurate and complete records of its servicing of each Mortgage Loan, for an interim periodand Purchaser may, as specified thereinat any time during Seller’s business hours, on reasonable notice, examine and make copies of such records. On the 2nd day of each calendar month, or at any other time upon Purchaser’s request Seller shall deliver to Purchaser reports regarding the status of each Mortgage Loan in accordance with Section 9(l) and Section 9(m), which shall include, with respect to any MERS Designated Mortgage Loan, MERS Reports, and any circumstances that could materially adversely affect any such Mortgage Loan, Purchaser’s ownership of any such Mortgage Loan or the collateral securing any such Mortgage Loan. The Seller shall cause the Interim Servicer to execute the Interim Servicing Agreement on the initial Closing Date. Pursuant to the Interim Servicing Agreement (with respect to each Mortgage Loanagrees and acknowledges that Purchaser may, for an interim periodat any time, as specified therein), the Interim Servicer shall begin servicing the Mortgage Loans on behalf of the Purchaser and shall be entitled to a Servicing Fee with respect to such Mortgage Loans until the applicable Transfer Date. The Interim Servicer shall conduct such servicing in accordance with the Interim Servicing Agreement. The Interim Servicer may enter into subservicing agreements with subservicers for terminate the servicing and administration of the Mortgage Loans by Seller and for transfer servicing to another Person on such date as Purchaser may determine in its sole discretion. In the performance event that anything in this Agreement is interpreted as constituting one or more interim servicing contracts, each such servicing contract shall terminate automatically upon the earlier of any and all other activities (i) the repurchase of a Mortgage Loan by the Interim Servicer Seller or (ii) the Purchaser’s notice to Seller directing Seller to transfer servicing (provided, Seller’s obligations as provided set forth herein to cooperate in the Interim Servicing Agreement. The Purchaser hereby acknowledges that the Seller transfer of such servicing shall assign its obligation to service the Mortgage Loans for the benefit of the Purchaser to its interim subservicer, which, on the date of this Agreement, is either Option One Mortgage Corporation or Litton Loan Servicing, LPnot terminate until such servicing has actually been transferred in full).

Servicing of the Mortgage Loans. The Mortgage Loans have been sold by the Seller to the Purchaser on a servicing released basis. Subject to, and upon the terms and conditions of this Agreement and the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein), the Seller hereby sells, transfers, assigns, conveys and delivers to the Purchaser the Servicing Rights. The Purchaser shall retain the Interim Servicer as contract servicer of the Mortgage Loans for an interim period pursuant to and in accordance with the terms and conditions contained in the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein). Except as set forth in the Interim Servicing Agreement, the Interim Servicer shall service the Mortgage Loans on an "actual/actual" basis and otherwise in material compliance with Accepted Servicing Practices. The Purchaser and Seller shall cause the Interim Servicer to execute the Interim Servicing Agreement on the initial Closing Date. Pursuant to the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein), the Interim Servicer shall begin servicing the Mortgage Loans on behalf of the Purchaser and shall be entitled to a Servicing Fee with respect to such Mortgage Loans until the applicable Transfer Date. The Interim Servicer shall conduct such servicing in accordance with the Interim Servicing Agreement. The Interim Servicer may enter into subservicing agreements with subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Interim Servicer as provided in the Interim Servicing Agreement. The Purchaser hereby acknowledges that the Seller shall assign its obligation to service the Mortgage Loans for the benefit of the Purchaser to its interim subservicer, which, on the date of this Agreement, is either Option One Mortgage Corporation or Litton Loan Servicing, LP.

Servicing of the Mortgage Loans. The (a) It is expressly acknowledged that the Servicing Rights relating to each Mortgage Loan purchased by Purchaser hereunder have been sold, assigned, and transferred by Seller to Purchaser along with such Mortgage Loan. Seller shall service and administer each Mortgage Loan on behalf of Purchaser on an interim basis in accordance with accepted and prudent mortgage loan servicing standards and procedures generally accepted in the mortgage banking industry for the same type of mortgage loans as the Mortgage Loans have been sold by and in a manner at least equal in quality to the servicing the Seller to the Purchaser on a servicing released basis. Subject toprovides for mortgage loans which it owns, and upon the terms and conditions of this Agreement provided that Seller shall at all times comply with applicable law and the Interim Servicing Agreement (with requirements of any applicable insurer or guarantor so that the insurance and any applicable guarantee in respect to of any Mortgage Loan is not voided or reduced. Seller shall at all times maintain accurate and complete records of its servicing of each Mortgage Loan, for an interim periodand Purchaser may, as specified thereinat any time during Seller’s business hours, on reasonable notice, examine and make copies of such records. On the 2nd day of each calendar month, or at any other time upon Purchaser’s request Seller shall deliver to Purchaser reports regarding the status of each Mortgage Loan in accordance with Section 11(o) and Section 11(p), which shall include, with respect to any MERS Designated Mortgage Loan, MERS Reports, and any circumstances that could materially adversely affect any such Mortgage Loan, Purchaser’s ownership of any such Mortgage Loan or the Seller hereby sells, transfers, assigns, conveys and delivers to the Purchaser the Servicing Rightscollateral securing any such Mortgage Loan. The Seller agrees and acknowledges that Purchaser shall retain may, at any time, terminate the Interim Servicer as contract servicer servicing of the Mortgage Loans for by Seller and transfer servicing to another Person on such date as Purchaser may determine in its sole discretion. In the event that anything in this Agreement is interpreted as constituting one or more interim servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an interim period pursuant Event of Default, (ii) the repurchase of a Mortgage Loan by the Seller or (iii) the Purchaser’s notice to and in accordance with the terms and conditions contained Seller directing Seller to transfer servicing (provided, Seller’s obligations as set forth herein to cooperate in the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein). The Seller shall cause the Interim Servicer to execute the Interim Servicing Agreement on the initial Closing Date. Pursuant to the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein), the Interim Servicer shall begin servicing the Mortgage Loans on behalf transfer of the Purchaser and shall be entitled to a Servicing Fee with respect to such Mortgage Loans until the applicable Transfer Date. The Interim Servicer shall conduct such servicing shall not terminate until such servicing has actually been transferred in accordance with the Interim Servicing Agreement. The Interim Servicer may enter into subservicing agreements with subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Interim Servicer as provided in the Interim Servicing Agreement. The Purchaser hereby acknowledges that the Seller shall assign its obligation to service the Mortgage Loans for the benefit of the Purchaser to its interim subservicer, which, on the date of this Agreement, is either Option One Mortgage Corporation or Litton Loan Servicing, LPfull).

Servicing of the Mortgage Loans. The Mortgage Loans have been sold by (a) It is expressly acknowledged that the Seller to the Purchaser on a servicing released basis. Subject to, and upon the terms and conditions of this Agreement and the Interim Servicing Agreement (with respect Rights relating to each Mortgage Loan purchased by Purchaser hereunder have been or will be sold, assigned, and transferred by the related Seller to Purchaser along with such Mortgage Loan, for . The related Seller shall service and administer each Mortgage Loan on behalf of Purchaser on an interim period, basis in accordance with accepted and prudent mortgage loan servicing standards and procedures generally accepted in the mortgage banking industry for the same type of mortgage loans as specified therein), the Seller hereby sells, transfers, assigns, conveys and delivers to the Purchaser the Servicing Rights. The Purchaser shall retain the Interim Servicer as contract servicer of the Mortgage Loans and in a manner at least equal in quality to the servicing such Seller provides for an interim period pursuant to mortgage loans which it owns and in accordance with the terms requirements of the Takeout Investor as though the Takeout Investor's requirements were set forth in an independent contract between such Seller and conditions contained Purchaser, provided that such Seller shall at all times comply with applicable law and the requirements of any applicable insurer or guarantor so that the insurance and any applicable guarantee in respect of any Mortgage Loan is not voided or reduced. The related Seller shall at all times maintain accurate and complete records of its servicing of each of its Mortgage Loans, and Purchaser may, at any time during such Seller's business hours, on reasonable notice, examine and make copies of such records. On the Interim Servicing Agreement (2nd day of each calendar month, or at any other time upon Purchaser's request, such Seller shall deliver to Purchaser reports regarding the status of each of its Mortgage Loans in accordance with Section 9(l) and Section 9(m), which shall include, with respect to each any MERS Designated Mortgage Loan, for an interim periodMERS status, as specified therein). The Seller shall cause the Interim Servicer to execute the Interim Servicing Agreement on the initial Closing Date. Pursuant to the Interim Servicing Agreement (with respect to each and any circumstances that could materially adversely affect any such Mortgage Loan, for an interim period, as specified therein), the Interim Servicer shall begin servicing the Mortgage Loans on behalf Purchaser's ownership of the Purchaser and shall be entitled to a Servicing Fee with respect to any such Mortgage Loans until Loan or the applicable Transfer Datecollateral securing any such Mortgage Loan. The Interim Servicer shall conduct such servicing in accordance with the Interim Servicing Agreement. The Interim Servicer may enter into subservicing agreements with subservicers for related Seller agrees and acknowledges that Purchaser may, at any time, terminate the servicing and administration of the Mortgage Loans by such Seller and for transfer servicing to another Person on such date as Purchaser may determine in its sole discretion. In the performance event that anything in this Agreement is interpreted as constituting one or more interim servicing contracts, each such servicing contract shall terminate automatically upon the earlier of any and all other activities (i) the repurchase of a Mortgage Loan by the Interim Servicer related Seller or (ii) the Purchaser's notice to such Seller directing such Seller to transfer servicing (provided, such Seller's obligations as provided set forth herein to cooperate in the Interim Servicing Agreement. The Purchaser hereby acknowledges that the Seller transfer of such servicing shall assign its obligation to service the Mortgage Loans for the benefit of the Purchaser to its interim subservicer, which, on the date of this Agreement, is either Option One Mortgage Corporation or Litton Loan Servicing, LPnot terminate until such servicing has actually been transferred in full).

Servicing of the Mortgage Loans. The Mortgage Loans have been sold by the Seller Sellers to the Purchaser on a servicing released basis. Subject to, and upon the terms and conditions of this Agreement and the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein)Agreement, the Seller Sellers hereby sellssell, transferstransfer, assignsassign, conveys convey and delivers deliver to the Purchaser the Servicing Rights. The Purchaser shall retain the Interim Servicer Sellers as contract servicer servicers of the Mortgage Loans for an interim period pursuant to and in accordance with the terms and conditions contained set forth in this section provided that if the related Transfer Date has not occurred on or prior to the date which is 60 days after the related Closing Date, the Purchaser and the Sellers hereby agree to negotiate in good faith and enter into a more detailed interim servicing agreement mutually acceptable to the parties. The Sellers 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 Sellers shall not be entitled to a servicing fee in connection with the servicing of any Mortgage Loan hereunder. In servicing the Mortgage Loans, the Sellers shall comply with all applicable laws, rules and regulations with respect thereto. The Sellers shall take no action with respect to any Mortgage Loan, including entering into any litigation, or any agreement with the related Mortgagor, without the prior written consent of the Purchaser. The Sellers shall promptly notify the Purchaser in writing of any action which should be taken with respect to any Mortgage Loan in accordance with Accepted Servicing Practices. The Sellers shall take no action, and shall not refrain from taking action, which, in either case, (a) would impair the ability of the Purchaser to realize on or enforce the Mortgage Note or the lien of the Mortgage or any other document related thereto or (b) would jeopardize the rights or remedies available to the Purchaser with respect to any Mortgage Loan or otherwise impair the ability of the Purchaser to realize on the Mortgaged Property with respect to such Mortgage Loan. The Sellers shall be obligated to make all advances on the Mortgage Loans with respect to taxes and insurance premiums due and owing (the "T&I Servicing Advances"). Any other servicing advances in excess of $500 shall be made with the prior written consent of the Purchaser. The Sellers shall be required to notify the Purchaser in writing of all advances in excess of $500 required to be made in order to further protect and preserve the Purchaser's interest in the Interim Mortgage Loans and the underlying Mortgaged Property (the "Other Servicing Agreement (Advances," together with the T&I Servicing Advances, the "Servicing Advances"), and shall make such Other Servicing Advances in a timely fashion unless otherwise instructed by the Purchaser. The Sellers shall be entitled to reimbursement for all Servicing Advances from the Purchaser within 15 Business Days following the Transfer Date. The Sellers shall segregate and hold all funds collected and received pursuant to the Mortgage Loans, including Escrow Payments, separate and apart from any of their own funds and general assets in one or more Eligible Accounts. The Sellers shall remit to the Purchaser on each Remittance Date all amounts received from any source with respect to the Mortgage Loans. On or prior to each Remittance Date the Sellers shall deliver to the Purchaser a remittance advice in electronic format acceptable to the Purchaser as to the accompanying remittance and the period ending on the related Determination Date and shall additionally specify the number of days which each Mortgage Loan is delinquent, and shall contain an explanation of all Servicing Advances made, the status of all Mortgage Loans in foreclosure or otherwise the subject of litigation, and the status of all other collection efforts with respect to each Mortgage Loan, for an interim period, as specified therein). The Seller shall cause the Interim Servicer to execute the Interim Servicing Agreement on the initial Closing Date. Pursuant to the Interim Servicing Agreement Wilmington Finance Inc. (with respect to each Mortgage Loan, for an interim period, as specified therein"WFI"), the Interim Servicer jointly and severally, and AIG Federal Savings Bank (through its Wilmington Finance division) ("AIG"), severally but not jointly, shall begin servicing the Mortgage Loans on behalf of each indemnify and hold harmless the Purchaser from and shall be entitled to a Servicing Fee with respect to such Mortgage Loans until the applicable Transfer Date. The Interim Servicer shall conduct such servicing in accordance with the Interim Servicing Agreement. The Interim Servicer may enter into subservicing agreements with subservicers for the servicing and administration of the Mortgage Loans and for the performance of against any and all other activities losses, claims or causes of actions resulting from the Interim Servicer as provided in the Interim Servicing Agreement. The Purchaser hereby acknowledges that the Seller shall assign its obligation to service the Mortgage Loans for the benefit breach by WFI or AIG of the Purchaser to its interim subservicer, which, on the date any of this Agreement, is either Option One Mortgage Corporation or Litton Loan Servicing, LPtheir covenants set forth herein.

Servicing of the Mortgage Loans. The Mortgage Loans have been sold by the Seller to the Purchaser on a servicing released basis. Subject to, and upon the terms and conditions of this Agreement and the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein), the Seller hereby sells, transfers, assigns, conveys and delivers to the Purchaser the Servicing Rights. The Purchaser shall retain the Interim Servicer as contract servicer of the Mortgage Loans for an interim period pursuant to and in accordance with the terms and conditions contained in the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein). Except as set forth in the Interim Servicing Agreement, the Interim Servicer shall service the Mortgage Loans on an "actual/actual" basis and otherwise in strict compliance with the servicing provisions related to the Fannie Mae MBS Program (Special Servicing Option) of the Fannie Mae Guixxx (xxxxxt as otherwise set forth in the Interim Servicixx Xxxeement). The Purchaser and Seller shall cause the Interim Servicer to execute the Interim Servicing Agreement on the initial Closing Date. Pursuant to the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein), the Interim Servicer shall begin servicing the Mortgage Loans on behalf of the Purchaser and shall be entitled to a Servicing Fee with respect to such Mortgage Loans until the applicable Transfer Date. The Interim Servicer shall conduct such servicing in accordance with the Interim Servicing Agreement. The Interim Servicer may enter into subservicing agreements with subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Interim Servicer as provided in the Interim Servicing Agreement. The Purchaser hereby acknowledges that the Seller shall assign its obligation to service the Mortgage Loans for the benefit of the Purchaser to its interim subservicer, which, on the date of this Agreement, is either Option One Mortgage Corporation or Litton Loan Servicing, LP.

Servicing of the Mortgage Loans. The Mortgage Loans have been sold by the Seller to the Purchaser on a servicing released basis. Subject to, and upon the terms and conditions of this Agreement and the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein), the Seller hereby sells, transfers, assigns, conveys and delivers to the Purchaser the Servicing Rights. The Purchaser shall retain the Interim Servicer as contract servicer of the Mortgage Loans for an interim period pursuant to and in accordance with the terms and conditions contained in the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein). Except as set forth in the Interim Servicing Agreement, the Interim Servicer shall service the Mortgage Loans on an "actual/actual" basis and otherwise in strict compliance with the servicing provisions related to the Xxxxxx Mae MBS Program (Special Servicing Option) of the Xxxxxx Xxx Guides (except as otherwise set forth in the Interim Servicing Agreement). The Purchaser and Seller shall cause the Interim Servicer to execute the Interim Servicing Agreement on the initial Closing Date. Pursuant to the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein), the Interim Servicer shall begin servicing the Mortgage Loans on behalf of the Purchaser and shall be entitled to a Servicing Fee with respect to such Mortgage Loans until the applicable Transfer Date. The Interim Servicer shall conduct such servicing in accordance with the Interim Servicing Agreement. The Interim Servicer may enter into subservicing agreements with subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Interim Servicer as provided in the Interim Servicing Agreement. The Purchaser hereby acknowledges that the Seller shall assign its obligation to service the Mortgage Loans for the benefit of the Purchaser to its interim subservicer, which, on the date of this Agreement, is either Option One Mortgage Corporation or Litton Loan Servicing, LP.

Servicing of the Mortgage Loans. The Mortgage Loans have been sold by the Seller to the Purchaser on a servicing released basis. Subject to, and upon the terms and conditions of this Agreement and the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein), the Seller hereby sells, transfers, assigns, conveys and delivers to the Purchaser the Servicing Rights. The Purchaser shall retain the Interim Servicer as contract servicer of the Mortgage Loans for an interim period pursuant to and in accordance with the terms and conditions contained in the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein). The Seller shall cause the Interim Servicer to execute the Interim Servicing Agreement on the initial Closing Date. Pursuant to the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein), the Interim Servicer shall begin servicing the Mortgage Loans on behalf of the Purchaser and shall be entitled to a Servicing Fee with respect to such Mortgage Loans until the applicable Transfer Date. The Interim Servicer shall conduct such servicing in accordance with the Interim Servicing Agreement. The Interim Servicer may enter into subservicing agreements with subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Interim Servicer as provided in the Interim Servicing Agreement. The Purchaser hereby acknowledges that the Seller shall assign its obligation to service the Mortgage Loans for the benefit of the Purchaser to its interim subservicer, which, on the date of this Agreement, is either Option One Mortgage Corporation or Litton Lxxxxx Loan Servicing, LP.

Servicing of the Mortgage Loans. The Mortgage Loans have been sold by the Seller to the Purchaser on a servicing released basis. Subject to, and upon the terms and conditions of this Agreement and the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein), the Seller hereby sells, transfers, assigns, conveys and delivers to the Purchaser the Servicing Rights. The Purchaser shall retain the Interim Servicer as contract servicer of the Mortgage Loans for an interim period pursuant to and in accordance with the terms and conditions contained in the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein). The Seller shall cause Except as set forth in the Interim Servicing Agreement, the Interim Servicer shall service the Mortgage Loans on an "actual/actual" basis and otherwise in compliance with Accepted Servicing Practices; provided, that in the event that the Reconstitution Date occurs prior to execute the Interim Servicing Agreement related Transfer Date, Seller shall interim service the Mortgage Loans on a scheduled/scheduled basis, and remit and report to the initial Closing related securitization trust pursuant to the terms of the related Reconstitution Agreements until the related Transfer Date. Pursuant to the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein), the Interim Servicer shall begin servicing the Mortgage Loans on behalf of the Purchaser and shall be entitled to a Servicing Fee with respect to such Mortgage Loans until the applicable Transfer Date. The Interim Servicer shall conduct such servicing in accordance with the Interim Servicing Agreement. The Interim Servicer may enter into subservicing agreements with subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Interim Servicer as provided in the Interim Servicing Agreement. The Purchaser hereby acknowledges that the Seller shall assign its obligation to service the Mortgage Loans for the benefit of the Purchaser to its interim subservicer, which, on the date of this Agreement, is either Option One Mortgage Corporation or Litton Loan Servicing, LP.

Servicing of the Mortgage Loans. The Mortgage Loans have been sold by the Seller to the Purchaser on a servicing released basis. Subject to, and upon the terms and conditions of this Agreement and the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein), the Seller hereby sells, transfers, assigns, conveys and delivers to the Purchaser the Servicing Rights. The Purchaser shall retain the Interim Servicer as contract servicer of the Mortgage Loans for an interim period pursuant to and in accordance with the terms and conditions contained in the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein). Except as set forth in the Interim Servicing Agreement, the Interim Servicer shall service the Mortgage Loans on an "actual/actual" basis and otherwise in strict compliance with the servicing provisions related to the Xxxxxx Mae MBS Program (Special Servicing Option) of the Xxxxxx Xxx Guides (except as otherwise set forth in the Interim Servicing Agreement); provided, however, that in the event that the Interim Servicer continues to service a Mortgage Loan after the time when such Mortgage Loan is sold or transferred pursuant to a Securitization Transaction, the Interim Servicer shall, at the Purchaser's option, service the Mortgage Loans on a "scheduled/scheduled" basis. The Purchaser and Seller shall cause the Interim Servicer to execute the Interim Servicing Agreement on the initial Closing Date. Pursuant to the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein), the Interim Servicer shall begin servicing the Mortgage Loans on behalf of the Purchaser and shall be entitled to a Servicing Fee with respect to such Mortgage Loans until the applicable Transfer Date. The Interim Servicer shall conduct such servicing in accordance with the Interim Servicing Agreement. The Interim Servicer may enter into subservicing agreements with subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Interim Servicer as provided in the Interim Servicing Agreement. The Purchaser hereby acknowledges that the Seller shall assign its obligation to service the Mortgage Loans for the benefit of the Purchaser to its interim subservicer, which, on the date of this Agreement, is either Option One Mortgage Corporation or Litton Loan Servicing, LP.

Servicing of the Mortgage Loans. The Mortgage Loans have been sold by the Seller to the Purchaser on a servicing released basis. Subject to, For the period beginning on the related Closing Date and upon ending on the terms and conditions of this Agreement and the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein)related Transfer Date, the Seller hereby sells, transfers, assigns, conveys and delivers to the Purchaser the Servicing Rights. The Purchaser shall retain the Interim Servicer as contract servicer of the Mortgage Loans for an interim period pursuant to and in accordance with the terms and conditions contained in the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein). The Seller shall cause the each Interim Servicer to execute the Interim Servicing Agreement on the initial Closing Date. Pursuant to the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein), the Interim Servicer shall begin servicing the Mortgage Loans on behalf of the Purchaser service and shall be entitled to a Servicing Fee with respect to such Mortgage Loans until the applicable Transfer Date. The Interim Servicer shall conduct such servicing in accordance with the Interim Servicing Agreement. The Interim Servicer may enter into subservicing agreements with subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Interim Servicer as provided in the Interim Servicing Agreement. The Purchaser hereby acknowledges that the Seller shall assign its obligation to service administer the Mortgage Loans for the benefit of the Purchaser in accordance with the related Interim Servicing Agreement. The Seller shall take any actions necessary to its cause each Interim Servicer to terminate servicing the Mortgage Loans on behalf of the Seller. In such connection the Seller shall cause each Interim Servicer to enter into an Assignment, Assumption and Recognition Agreement (each, an “Assignment Agreement”) whereby the related Interim Servicer will recognize the Purchaser as the owner of the Mortgage Loans and shall service and administer such Mortgage Loans for the benefit of the Purchaser on an interim subservicerservicing basis. In addition, whichthe Seller shall, on or shall cause the date Interim Servicer to notify the related mortgagors of the transfer of servicing to the Successor Servicer in accordance with the requirements of the RESPA and the Xxxxxxxx Xxxxxxxx National Affordable Housing Act of 1990. On or before the related Transfer Date, the Seller shall or shall cause the Interim Servicer to prepare, execute and deliver to the Servicer any and all documents and other instruments, place in the Successor Servicer’s possession all Mortgage Loan Documents necessary or appropriate to effect the purposes of such notice of termination, including but not limited to the transfer and endorsement or assignment of the related Mortgage Loans and related documents, at the Seller’s sole expense. The Seller shall, and shall cause the Interim Servicer to cooperate fully with the Purchaser and the Successor Servicer in effecting the termination of the Interim Servicer’s responsibilities and rights with respect to the servicing and administration of the Mortgage Loans. On the related Transfer Date, the Servicer shall, and shall cause the Interim Servicer to comply with this Agreement, is either Option One Section 7 and the Interim Servicing Agreement to effect a complete transfer of the servicing and administration of the Mortgage Corporation or Litton Loan Servicing, LPLoans.

Servicing of the Mortgage Loans. The purchase by SBRC of a Mortgage Loans have been sold by the Seller Loan pursuant to the Purchaser on a servicing released basis. Subject to, and upon Aggregation Line shall include the terms and conditions purchase of this Agreement any related Prepayment Charge and the Interim Servicing Agreement (with respect to each related servicing rights for such Mortgage Loan, for an interim period, as specified therein), Loan and the Seller hereby sells, transfers, assigns, conveys and delivers to repurchase by Long Beach shall also include the Purchaser the Servicing Rights. The Purchaser shall retain the Interim Servicer as contract servicer repurchase of the Mortgage Loans for an interim period pursuant related Prepayment Charge and the related servicing rights. Unless otherwise agreed to between SBRC and in accordance with the terms Long Beach, SBRC hereby covenants and conditions contained in the Interim Servicing Agreement (with respect agrees to each Mortgage Loan, for an interim period, as specified therein). The Seller shall cause the Interim Servicer hire Long Beach to execute the Interim Servicing Agreement on the initial Closing Date. Pursuant to the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein), the Interim Servicer shall begin servicing the Mortgage Loans on behalf of the Purchaser service; and shall be entitled to a Servicing Fee with respect to such Mortgage Loans until the applicable Transfer Date. The Interim Servicer shall conduct such servicing in accordance with the Interim Servicing Agreement. The Interim Servicer may enter into subservicing agreements with subservicers for the servicing Long Beach hereby covenants and administration of the Mortgage Loans and for the performance of any and all other activities of the Interim Servicer as provided in the Interim Servicing Agreement. The Purchaser hereby acknowledges that the Seller shall assign its obligation agrees to service the Mortgage Loans for a term beginning on the related purchase date (each such date, a "Purchase Date") and ending on the related date fixed for repurchase (the "Repurchase Date"); provided that if a Seller Event of Default (as defined herein) has occurred, Long Beach shall immediately be terminated as servicer. The Mortgage Loans shall be serviced in accordance with Accepted Servicing Practices (as defined in the Purchase and Sale Agreement). Any payments received by Long Beach Mortgage Company February 11, 1999 Page 3. Long Beach on the Mortgage Loans (including any Prepayment Charges) must be placed into a collection account for the benefit of SBRC. The collection account must meet the Purchaser requirements of an Eligible Account, as such term is defined in the Pooling and Servicing Agreement, Series 1997-LB5 dated as of November 1, 1997 among Norwest Bank Minnesota, National Association, SBMSVII and Long Beach. After the payment of all funds due to SBRC on each Repurchase Date, SBRC will instruct the bank holding the collection account to release any funds in the collection account to Long Beach. Notwithstanding the foregoing, if Long Beach fails to repurchase the Mortgage Loans on a Repurchase Date or upon a Seller Event of Default, all funds held in the collection account will be released to SBRC by such bank. As part of its interim subservicerservicing duties, whichLong Beach shall enforce "due-on-sale" provisions to the extent permitted by law, shall administer all escrow/impound deposits, and shall make all servicing advances (not including advances of delinquent principal and interest) on the date Mortgage Loans. The Mortgage Loans shall be serviced for a servicing fee equal to 0.50% per annum payable monthly on the then-outstanding principal balance of each Mortgage Loan (the "Servicing Fee"). Such Servicing Fee will be deemed to be paid to Long Beach out of the funds delivered on each Repurchase Date from the collection account to Long Beach. If the Seller is terminated as Servicer hereunder, the entitlement to such Servicing Fee is subordinate to any rights and interests of SBRC under this Letter Agreement. Notwithstanding the foregoing, in the event Long Beach fails to repurchase a Mortgage Loan on the related Repurchase Date or if a Seller Event of Default occurs, Long Beach will no longer be servicer with respect to such Mortgage Loan or Mortgage Loans, unless the term of servicing is either Option One Mortgage Corporation or Litton Loan Servicingextended by SBRC in its sole discretion. In such event, LPSBRC shall have the right to transfer such servicing to another servicer without payment of any fee to Long Beach. Long Beach will cooperate in good faith to effect such servicing transfer and shall pay all costs associated with such servicing transfer.

Servicing of the Mortgage Loans. The Mortgage Loans have been sold by the Seller to the Purchaser on a servicing released basis. Subject to, For the period beginning on the Closing Date and upon ending on the terms and conditions of this Agreement and the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein)Transfer Date, the Seller hereby sells, transfers, assigns, conveys and delivers to the Purchaser the Servicing Rights. The Purchaser shall retain the Interim Servicer as contract servicer of the Mortgage Loans for an interim period pursuant to and in accordance with the terms and conditions contained in the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein). The Seller shall cause the each Interim Servicer to execute the Interim Servicing Agreement on the initial Closing Date. Pursuant to the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein), the Interim Servicer shall begin servicing the Mortgage Loans on behalf of the Purchaser service and shall be entitled to a Servicing Fee with respect to such Mortgage Loans until the applicable Transfer Date. The Interim Servicer shall conduct such servicing in accordance with the Interim Servicing Agreement. The Interim Servicer may enter into subservicing agreements with subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Interim Servicer as provided in the Interim Servicing Agreement. The Purchaser hereby acknowledges that the Seller shall assign its obligation to service administer the Mortgage Loans for the benefit of the Purchaser in accordance with the related Interim Servicing Agreement. The Seller shall take any actions necessary to its cause each Interim Servicer to terminate servicing the Mortgage Loans on behalf of the Seller. In such connection the Seller shall cause each Interim Servicer to enter into an Assignment, Assumption and Recognition Agreement (each, an "Assignment Agreement") whereby the related Interim Servicer will recognize the Purchaser as the owner of the Mortgage Loans and shall service and administer such Mortgage Loans for the benefit of the Purchaser on an interim subservicerservicing basis. In addition, whichthe Seller shall, on or shall cause the date Inteirm Servicer to notify the related mortgagors of the transfer of servicing to the Servicer in accordance with the requirements of the RESPA and the Cranston Gonzalez National Affordable Housing Act of 1990. On or before xxx Xxxxxxxx Xxxe, the Seller shall or shall cause the Interim Servicer to prepare, execute and deliver to the Servicer any and all documents and other instruments, place in the Servicer's possession all Mortgage Loan Documents necessary or appropriate to effect the purposes of such notice of termination, including but not limited to the transfer and endorsement or assignment of the related Mortgage Loans and related documents, at the Seller's sole expense. The Servicer shall, and shall cause the Interim Servicer to cooperate fully with the Purchaser and the Servicer in effecting the termination of the Interim Servicer's responsibilities and rights with respect to the servicing and administration of the Mortgage Loans. On the Transfer Date, the Servicer shall, and shall cause the Interim Servicer to comply with this Agreement, is either Option One Section 7 to effect a complete transfer of the servicing and administration of the Mortgage Corporation or Litton Loan Servicing, LPLoans.

Servicing of the Mortgage Loans. (a) The Mortgage Loans have been sold by the Seller to the Purchaser on a servicing released basis. Subject to, and upon the terms and conditions of this Agreement and the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein), the Seller hereby sells, transfers, assigns, conveys and delivers to the Purchaser the Servicing Rights. The Purchaser shall retain the Interim Servicer Seller as the contract servicer of the Mortgage Loans for an interim period pursuant to and in accordance with the terms and conditions contained set forth in this section; provided that if the Interim Servicing Agreement (with respect Transfer Date has not occurred on or prior to each Mortgage Loanthe date which is 60 days after the Closing Date, for an the Purchaser and the Seller hereby agree to negotiate in good faith and enter into a more detailed interim periodservicing agreement mutually acceptable to the parties. On the Closing Date, as specified therein). The the Seller shall begin, or shall cause the Interim Servicer to execute the Interim Servicing Agreement on the initial Closing Date. Pursuant to the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein), the Interim Servicer shall begin servicing the Mortgage Loans on behalf of the Purchaser in accordance with the Accepted Servicing Practices and the following provisions of this section. (b) As consideration for servicing the Mortgage Loans during the period from the Closing Date up to but not including the Transfer Date, the Seller shall retain the Servicing Fee, which shall be prorated for any portion of a month during which the Mortgage Loan is serviced by the Seller pursuant to this Agreement. (c) In servicing the Mortgage Loans, the Seller shall comply with (i) all applicable laws, rules and regulations with respect thereto and (ii) Accepted Servicing Practices, unless otherwise set forth herein. The Seller shall take no action with respect to any Mortgage Loan, including entering into any litigation, or any agreement with the related borrower, without the prior written consent of the Purchaser. The Seller shall promptly notify the Purchaser in writing of any action which should be taken with respect to any Mortgage Loan in accordance with Accepted Servicing Practices. The Seller shall take no action, and shall be entitled not refrain from taking action, which, in either case, (A) would impair the ability of the Purchaser to a Servicing Fee realize on or enforce the Mortgage Note or the lien of the Mortgage or any other document related thereto or (B) would jeopardize the rights or remedies available to the Purchaser with respect to any Mortgage Loan or otherwise impair the ability of the Purchaser to realize on the Mortgaged Property with respect to such Mortgage Loan. (d) The Seller shall be obligated to make all advances on the Mortgage Loans until with respect to taxes and insurance premiums due and owing (the applicable Transfer Date"T&I Servicing Advances"). Any other servicing advances shall be made with the prior written consent of the Purchaser. The Interim Servicer Seller shall conduct such servicing be required to notify the Purchaser in accordance with writing of all advances required to be made in order to further protect and preserve the Interim Servicing Agreement. The Interim Servicer may enter into subservicing agreements with subservicers for the servicing and administration of Purchaser's interest in the Mortgage Loans and for the performance of any underlying Mortgaged Property (the "Other Servicing Advances," together with the T&I Servicing Advances, the "Servicing Advances"), and all other activities of shall make such Other Servicing Advances in a timely fashion unless otherwise instructed by the Interim Servicer as provided in the Interim Servicing AgreementPurchaser. The Purchaser hereby acknowledges that the Seller shall assign its obligation be entitled to service reimbursement for all Servicing Advances from the Mortgage Loans Purchaser within 15 business days following the Transfer Date. (e) The Seller shall retain for the benefit of the Purchaser in a segregated account in a depository institution insured by the FDIC, and shall remit (or, if the account is held be the Servicer, shall cause the Servicer to its interim subservicer, which, remit) to the Purchaser on the date earlier to occur of the Remittance Date of each month and the Transfer Date (a) all amounts received from any source with respect to the Mortgage Loans minus (b) the Servicing Fee owed the Seller with respect to the Mortgage Loans. On or prior to the Remittance Date the Seller shall deliver to the Purchaser a remittance advice which shall be in the form of FNMA 2010 (except that such report shall reflect the fact that servicing is on an "actual" basis) and shall additionally specify the number of days which each Mortgage Loan is delinquent, and shall contain an explanation of all Servicing Advances made, the status of all Mortgage Loans in foreclosure or otherwise the subject of litigation, and the status of all other collection efforts with respect to each Mortgage Loan. (f) The Seller agrees to indemnify and hold the Purchaser harmless from any liability, claim, loss or damage (including, without limitation, any reasonable legal fees, judgments or expenses relating to such liability, claim, loss or damage reasonable legal fees incurred in connection with the enforcement of the Seller's indemnification obligation under this Subsection) to the Purchaser directly or indirectly resulting from the Seller's or the Servicer's failure: (i) to observe and perform any or all of Seller's duties, obligations, covenants, agreements, warranties or representations contained in this Section 7; or (ii) to comply with all applicable requirements with respect to the servicing of the Mortgage Loans as set forth herein. (g) The Seller may perform any of its servicing responsibilities hereunder or may cause the Servicer to perform any such servicing responsibilities on its behalf, but the use by the Seller of the Servicer shall not release the Seller from any of its obligations hereunder and the Seller shall remain responsible hereunder for all acts and omissions of the Servicer as fully as if such acts and omissions were those of the Seller. The Seller shall pay all fees and expenses of the Subservicer from its own funds. (h) Notwithstanding any of the provisions of this AgreementAgreement relating to agreements or arrangements between the Seller and the Servicer or any reference herein to actions taken through the Servicer or otherwise, is either Option One the Seller shall not be relieved of its obligations to the Purchaser and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Corporation Loans. The Seller shall be entitled to enter into an agreement with the Servicer for indemnification of the Seller by the Servicer and nothing contained in this Agreement shall be deemed to limit or Litton Loan Servicing, LPmodify such indemnification.

Servicing of the Mortgage Loans. The Mortgage Loans have been sold by the Seller to the Purchaser on a servicing released basis. Subject to, and upon the terms and conditions of this Agreement and the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein), the Seller hereby sells, transfers, assigns, conveys and delivers to the Purchaser the Servicing Rights. The Purchaser shall retain the Interim Servicer as contract servicer of the Mortgage Loans for an interim period pursuant to and in accordance with the terms and conditions contained in the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein). Except as set forth in the Interim Servicing Agreement, the Interim Servicer shall service the Mortgage Loans on an "actual/actual" basis and otherwise in strict compliance with the servicing provisions related to the Xxxxxx Xxx MBS Program (Special Servicing Option) of the Xxxxxx Mae Guides (except as otherwise set forth in the Interim Servicing Agreement). The Purchaser and Seller shall cause the Interim Servicer to execute the Interim Servicing Agreement on the initial Closing Date. Pursuant to the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein), the Interim Servicer shall begin servicing the Mortgage Loans on behalf of the Purchaser and shall be entitled to a Servicing Fee with respect to such Mortgage Loans until the applicable Transfer Date. The Interim Servicer shall conduct such servicing in accordance with the Interim Servicing Agreement. The Interim Servicer may enter into subservicing agreements with subservicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Interim Servicer as provided in the Interim Servicing Agreement. The Purchaser hereby acknowledges that the Seller shall assign its obligation to service the Mortgage Loans for the benefit of the Purchaser to its interim subservicer, which, on the date of this Agreement, is either Option One Mortgage Corporation or Litton Loan Servicing, LP.

Servicing of the Mortgage Loans. (a) The Servicer, as an independent contractor, shall service and administer the Mortgage Loans during the Applicable Servicing Period in accordance with Accepted Servicing Practices and this Agreement and, consistent with the foregoing, shall have been sold by full power and authority to do any and all things in connection with such servicing and administration which the Seller Servicer may deem necessary or desirable. In servicing and administering the Mortgage Loans, the Servicer shall employ procedures and practices (including collection procedures and practices) intended to best meet the Owner’s goals, as reported to the Purchaser on a servicing released basisServicer from time to time, all in accordance with applicable law. Subject to, and upon The Servicer shall diligently collect all payments called for under the terms and conditions provisions of the Mortgage Loans and any applicable insurance policies in accordance with Accepted Servicing Practices. Consistent with the foregoing, the Servicer may in its discretion (i) waive any late payment charge or, if applicable, any penalty interest or any provisions of any Mortgage Loan requiring the related Mortgagor to submit to mandatory arbitration with respect to disputes arising thereunder or (ii) extend the due dates for the Monthly Payments due on a Mortgage Note for a period of not greater than 180 days; provided, however, that any extension pursuant to clause (ii) above shall not affect the amortization schedule of any Mortgage Loan for purposes of any computation hereunder, except as provided below. Notwithstanding the foregoing, in the event that any Mortgage Loan is in default or, in the judgment of the Servicer, such default is reasonably foreseeable, the Servicer, consistent with the standard set forth in this Section 3.01, may also waive, modify or vary any term of such Mortgage Loan (including, without limitation, modifications that would change the Mortgage Interest Rate, forgive or forbear the payment of principal or interest, capitalize past due Monthly Payments and/or outstanding Servicing Advances or extend the final maturity date of such Mortgage Loan), accept payment from the related Mortgagor of an amount less than the Unpaid Principal Balance in final satisfaction of such Mortgage Loan, or consent to the postponement of strict compliance with any such term or otherwise grant indulgence to any Mortgagor. The Servicer's analysis supporting any forbearance and the conclusion that any forbearance meets the standards of this Section 3.01 shall be reflected in writing in the Servicing File. The Servicer shall update the Mortgage Loan Schedule in connection with the Modification of any Mortgage Loan to reflect the modified terms of such Mortgage Loan. The Servicer is hereby authorized and empowered to refinance Mortgagors or assist third parties in refinancing Mortgagors into new mortgage loans so long as the Mortgagors are not selected for solicitation based solely on the inclusion of the related Mortgage Loans on the Mortgage Loan Schedule. Such refinancing will be in an amount sufficient to pay off the Unpaid Principal Balance of the Mortgage Loan in full and any accrued and unpaid interest thereon except that, with respect to any Mortgage Loan in default or for which default is reasonably foreseeable at the time of a refinance, such refinancing may be for an amount less than the related Unpaid Principal Balance if such refinancing is in the best interests of the Owner. The Servicer, as an agent of the Owner and with the Owner’s prior written consent, may sell Mortgage Loans in default or for which default is reasonably foreseeable to unaffiliated third-party investors in the secondary whole loan market on arms-length terms and at fair market value as a loss mitigation alternative if the Servicer determines in its reasonable commercial judgment that such sale would be in the best interests of the Owner. In connection with any such written consent, the Owner agrees to execute and deliver such reasonable and additional documents, instruments or agreements as may be necessary to effectuate the sale of such Mortgage Loans in accordance with this paragraph. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered, to execute and deliver on behalf of itself and the Owner, all instruments of satisfaction or cancellation, or of partial or full release, discharge or note endorsement and all other comparable instruments, with respect to the Mortgage Loans and the Mortgaged Properties. Upon reasonable written request of the Servicer, the Owner shall promptly furnish the Servicer with any limited powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement; provided, however, that the Owner shall not be held liable for any misuse of any such power of attorney or other documents by the Servicer. The Servicer is authorized and empowered by the Owner, in its own name when the Servicer believes it is appropriate in its best judgment, to cause the removal of any Mortgage Loan from registration on the MERS System, to execute and deliver, on behalf of the Owner, any and all instruments of assignment and other comparable instruments with respect to such assignment. The Servicer shall not, without the written consent of the Owner: (i) initiate any action, suit or proceeding under the name of the Owner without indicating the Servicer’s representative capacity or (ii) take any action which causes the Owner to be required to be registered to do business in any state. Notwithstanding the preceding sentence, the Servicer is authorized to initiate foreclosure or similar proceedings on behalf of and in the name of the Owner without the Owner’s consent. The Servicer shall promptly forward or cause to be forwarded to the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with this Agreement and the Interim Servicer shall promptly provide to the Custodian a certified true copy of any such document submitted for recordation, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original in accordance with Accepted Servicing Agreement (Practices. No Modification shall be recorded unless required by Applicable Law. The Servicer shall make Servicing Advances with respect to each Mortgage LoanLoan in accordance with Accepted Servicing Practices and this Agreement, for an interim period, as specified therein)provided that notwithstanding any provision herein to the contrary, the Seller hereby sellsServicer shall not be required to make any Servicing Advance for which a determination is made by the Servicer that such Servicing Advance would constitute a Nonrecoverable Advance. In addition, transfers, assigns, conveys and delivers to the Purchaser extent permitted or required by the Mortgage and the Mortgage Note, the Servicer will advance, to the extent unpaid by the related Mortgagor, any insurance premiums and delinquent property taxes, and such advances shall be treated as Servicing RightsAdvances. The Purchaser shall retain Servicer may use subcontractors and vendors in connection with the Interim Servicer as contract servicer servicing of the Mortgage Loans for an interim period pursuant to and in accordance Loans; provided, however, that any such arrangements shall be consistent with the terms servicing arrangements contemplated hereunder and conditions contained in the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein). The Seller Servicer shall cause the Interim Servicer to execute the Interim Servicing Agreement on the initial Closing Date. Pursuant remain obligated and liable to the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein), the Interim Servicer shall begin servicing the Mortgage Loans on behalf of the Purchaser and shall be entitled to a Servicing Fee with respect to such Mortgage Loans until the applicable Transfer Date. The Interim Servicer shall conduct such servicing in accordance with the Interim Servicing Agreement. The Interim Servicer may enter into subservicing agreements with subservicers Owner for the management, servicing and administration of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such arrangements or by virtue of indemnification from any such subcontractor or vendor and for to the performance same extent and under the same terms and conditions as if the Servicer alone were servicing and administering those Mortgage Loans. All actions of any and all other activities each subcontractor or vendor shall be performed as agent of the Interim Servicer with the same force and effect as provided in if performed directly by the Interim Servicing Agreement. The Purchaser hereby acknowledges that the Seller shall assign its obligation to service the Mortgage Loans for the benefit of the Purchaser to its interim subservicer, which, on the date of this Agreement, is either Option One Mortgage Corporation or Litton Loan Servicing, LPServicer.