Common use of Interim Servicing Clause in Contracts

Interim Servicing. (a) With respect to any Mortgage Loan as to which Servicing Rights are being sold and assigned by Seller to Purchaser under this Agreement, Seller shall perform the obligations related to such Servicing Rights during the related MLCC Interim Servicing Period in accordance with Applicable Requirements and with the same care, customer service and operating standards that Seller uses to service comparable mortgage loans for its own portfolio. (b) Purchaser shall pay Seller the Base MLCC Interim Servicing Fee for each Mortgage Loan interim-serviced by Seller pursuant to this Agreement for each preceding calendar month or portion thereof during the related MLCC Interim Servicing Period (whether or not a collection is received on such Mortgage Loan). Seller shall be entitled to retain all ancillary income with respect thereto, and all net interest earnings, on the related Custodial Funds Account and Related Escrow Funds Account balances for the preceding calendar month (such income and earnings, together with the Base MLCC Interim Servicing Fee, the “MLCC Interim Servicing Compensation”). During the related MLCC Interim Servicing Period for each Mortgage Loan then being interim serviced by Seller, Seller shall (i) remit monthly to Purchaser, on each Remittance Date, all Servicing Fees (net of the MLCC Interim Servicing Compensation) actually received by Seller pursuant to this Agreement during the preceding calendar month and (ii) no later than the Business Day prior to such Remittance Date, provide Purchaser with a reconciliation of all Servicing Fees and all related reports. If the interest collected in any month on each Mortgage Loan and allocated to pay the Servicing Fee under the related Investor Agreements is insufficient to pay Seller the full amount of the related Base MLCC Interim Servicing Fee for such month, then Purchaser shall pay Seller the shortfall on the related Remittance Date. (c) Subject to Section 4.03(d) hereof, Purchaser shall remain responsible for all Losses directly associated with the servicing of the Mortgage Loans, except for (i) all or any portion of such Losses resulting from the failure of Seller to comply with Applicable Requirements or otherwise perform or observe its obligations under this Agreement, for which Losses Seller shall remain responsible and (ii) any fact or circumstance in respect of which Purchaser is entitled to indemnification by Seller under this Agreement. (d) Seller shall: (i) make prompt and proper application for, and diligently pursue, insurance settlements, reimbursement from Investors (if appropriate), claims against third parties for indemnification or repurchase, and enforcement of the Mortgage Loan Documents against the Mortgagors; (ii) obtain the requisite quality services and products from Outsource Vendors, not in excess of reasonable and customary levels, giving Purchaser the benefit of any discounts therefor to which Seller may be entitled and without m▇▇▇-up by Seller; (iii) defend and/or appeal any request or demand by an Investor or Insurer for repurchase of, or indemnification with respect to, a Mortgage Loan; (iv) not make Advances deemed not to be recoverable, except to the extent required by Applicable Requirements; (v) consult with Purchaser before undertaking or electing not to take discretionary actions that could result in material cost or liability to Purchaser; unless consultation is not commercially feasible; and (vi) service delinquent Mortgage Loans, Foreclosures and REO Properties in the same manner as Seller would service mortgage loans for its own account. (e) It is further understood and agreed that Seller shall be solely responsible for the direct and indirect general and administrative costs and expenses associated with the servicing of the Mortgage Loans, including, without limitation, Seller’s personnel, facilities, supplies, postage and Seller’s EDP expenses, relating to the manner in which Seller generally services mortgage loans (which may include the Mortgage Loans), regardless of whether Seller elects to contract with Outsource Vendors to perform all or any portion of such general and administrative functions. (f) Subject to the other subsections of this Section 4.03 hereof and any right of reimbursement from subsequent payments from Mortgagors, Investors, Insurers and liquidation proceeds, Purchaser agrees to bear the economic risk of all Advances, except for (i) any portion of those Advances resulting from Seller’s failure to comply with Applicable Requirements or otherwise perform or observe its obligations under this Agreement, for which Advances Seller shall remain responsible and (ii) any interest that must be advanced with regard to a paid-in-full Mortgage Loan, pursuant to Section 4.03(d) above.

Interim Servicing. On the Closing Date, the Seller shall cause the related Interim Servicer to reflect the Purchaser as the owner of the Servicing Rights related to the Mortgage Loans sold and purchased thereon. The Interim Servicer with the consent of the Purchaser shall act and to do all things necessary in connection with such servicing and administration which the Interim Servicer may deem necessary or desirable, consistent with the terms of this Agreement in strict accordance with customary servicing procedures, applicable law and the terms of the Mortgage Notes and Mortgages. During the period in which the Seller or its designated servicer is interim servicing the Mortgage Loans, the Seller shall release its custody of any servicing records only in accordance with written instructions from the Purchaser, unless such release is required hereunder or as incidental to the Seller’s interim servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to this Agreement. Unless required elsewhere by this Agreement, already offered or otherwise in process, or required to comply with an applicable rule or law in the Interim Servicer’s reasonable judgment, from and after the Closing Date, the Interim Servicer shall not, without the prior written consent of the Purchaser (ai) With modify any Mortgage Loan (including, without limitation, a release of any collateral or any party from liability on or with respect to such Mortgage Loan) or make any other material loss mitigation decision, (ii) forgive principal in respect of any Mortgage Loan, (iii) accept a deed in lieu of foreclosure with respect to any Mortgage Loan, (iv) conduct any short sale in respect of any Mortgaged Property or any short refinancing with respect to any Mortgage Loan, (v) commence any foreclosure with respect to any Mortgage Loan as or bankruptcy proceeding against any mortgagor, (vi) settle or compromise any condemnation or insurance claim or proceeding, (vii) settle or compromise, or make any offers to which Servicing Rights are being sold and assigned by Seller to Purchaser under this Agreementsettle or compromise, Seller shall perform the obligations related to such Servicing Rights during the related MLCC Interim Servicing Period any existing litigation or other proceedings in accordance with Applicable Requirements and with the same care, customer service and operating standards that Seller uses to service comparable mortgage loans for its own portfolio. (b) Purchaser shall pay Seller the Base MLCC Interim Servicing Fee for each Mortgage Loan interim-serviced by Seller pursuant to this Agreement for each preceding calendar month or portion thereof during the related MLCC Interim Servicing Period (whether or not a collection is received on such Mortgage Loan). Seller shall be entitled to retain all ancillary income with respect thereto, and all net interest earnings, on the related Custodial Funds Account and Related Escrow Funds Account balances for the preceding calendar month (such income and earnings, together with the Base MLCC Interim Servicing Fee, the “MLCC Interim Servicing Compensation”). During the related MLCC Interim Servicing Period for each Mortgage Loan then being interim serviced by Seller, Seller shall (i) remit monthly to Purchaser, on each Remittance Date, all Servicing Fees (net of the MLCC Interim Servicing Compensation) actually received by Seller pursuant to this Agreement during the preceding calendar month and (ii) no later than the Business Day prior to such Remittance Date, provide Purchaser with a reconciliation of all Servicing Fees and all related reports. If the interest collected in any month on each Mortgage Loan and allocated to pay the Servicing Fee under the related Investor Agreements is insufficient to pay Seller the full amount of the related Base MLCC Interim Servicing Fee for such month, then Purchaser shall pay Seller the shortfall on the related Remittance Date. (c) Subject to Section 4.03(d) hereof, Purchaser shall remain responsible for all Losses directly associated with the servicing of the Mortgage LoansLoans or real estate owned properties unless required by law, except for (iviii) all or any portion of such Losses resulting from the failure of Seller to comply with Applicable Requirements sell, liquidate or otherwise perform dispose of any real estate owned property or observe its obligations under this Agreement, Mortgage Loan or (ix) make any Servicing Advances. Purchaser shall reimburse Seller for which Losses Seller shall remain responsible and (ii) any fact or circumstance in respect of which Purchaser is entitled to indemnification actual out-of-pocket costs incurred by Seller under this Agreement. (d) Seller shall: (i) make prompt and proper application for, and diligently pursue, insurance settlements, reimbursement from Investors (if appropriate), claims against third parties for indemnification or repurchase, and enforcement of the Mortgage Loan Documents against the Mortgagors; (ii) obtain the requisite quality services and products from Outsource Vendors, not in excess of reasonable and customary levels, giving Purchaser the benefit of any discounts therefor to which Seller may be entitled and without m▇▇▇-up by Seller; (iii) defend and/or appeal any request or demand by an Investor or Insurer for repurchase of, or indemnification with respect to, a Mortgage Loan; (iv) not make Advances deemed not to be recoverable, except to the extent required by Applicable Requirements; (v) consult with Purchaser before undertaking or electing not to take discretionary actions that could result in material cost or liability to Purchaser; unless consultation is not commercially feasible; and (vi) service delinquent Mortgage Loans, Foreclosures and REO Properties in the same manner as Seller would service mortgage loans for its own accountInterim Servicing. (e) It is further understood and agreed that Seller shall be solely responsible for the direct and indirect general and administrative costs and expenses associated with the servicing of the Mortgage Loans, including, without limitation, Seller’s personnel, facilities, supplies, postage and Seller’s EDP expenses, relating to the manner in which Seller generally services mortgage loans (which may include the Mortgage Loans), regardless of whether Seller elects to contract with Outsource Vendors to perform all or any portion of such general and administrative functions. (f) Subject to the other subsections of this Section 4.03 hereof and any right of reimbursement from subsequent payments from Mortgagors, Investors, Insurers and liquidation proceeds, Purchaser agrees to bear the economic risk of all Advances, except for (i) any portion of those Advances resulting from Seller’s failure to comply with Applicable Requirements or otherwise perform or observe its obligations under this Agreement, for which Advances Seller shall remain responsible and (ii) any interest that must be advanced with regard to a paid-in-full Mortgage Loan, pursuant to Section 4.03(d) above.

Interim Servicing. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the actual servicing of any Loan or Loans (a) With respect to any Mortgage Loan as to which Servicing Rights are being sold and assigned by cannot be transferred from Seller to Purchaser under Buyer on the Closing Date(b) will not be transferred from Seller to Buyer by agreement of the parties, then Seller shall service such Loans as a subservicer on behalf and for the benefit of Buyer pursuant to the terms and conditions of this AgreementSection 17. Seller shall service such Loans from and after the Cut Off Date until the relative Servicing Transfer Date in compliance with reasonable and customary servicing practices and procedures of prudent loan servicers that service loans similar to the Loans. Except as provided below, within five (5) business days after the Closing Date, and weekly thereafter, Seller shall perform remit to Buyer, by wire, all amounts received by Seller after the obligations related Cutoff Date and to such and including the Servicing Rights during Transfer Date (including without limitation, monies received or held in reserve for the related MLCC Interim Servicing Period payment of taxes, insurance premiums or other charges in accordance with Applicable Requirements and connection with the same careLoan, customer service and operating standards that Seller uses to service comparable mortgage loans for its own portfolio. (b) Purchaser shall pay Seller the Base MLCC Interim Servicing Fee for each Mortgage Loan interim-serviced by Seller pursuant to this Agreement for each preceding calendar month or portion thereof during the related MLCC Interim Servicing Period (whether or not a collection is received on such Mortgage Loanplus interest thereon). Seller shall be entitled to retain all ancillary income with respect thereto, and all net interest earnings, on the related Custodial Funds Account and Related Escrow Funds Account balances for the preceding calendar month (such income and earnings, together with the Base MLCC Interim Servicing Feefollowing: (i) A summary of remittances (including the account numbers, amount of payments, amount of escrow and account reserves); (ii) A trial balance of Loans; (iii) A monthly collection report; and (iv) As appropriate, arrears reports, prepaid reports, reports of Loans added or removed, and reports of prepaid monthly payments and of principal prepayments. Seller shall promptly post any payments received between the “MLCC Interim Servicing Compensation”)Cut Off Date and the Closing Date and remit such payments to Buyer no later than five (5) days after the Closing Date. During the related MLCC Interim Servicing Period for each Mortgage Loan then being interim serviced by Sellerservicing period, Seller which shall (i) remit monthly to Purchaser, on each Remittance Date, all Servicing Fees (net of the MLCC Interim Servicing Compensation) actually received by Seller pursuant to this Agreement during the preceding calendar month and (ii) expire no later than the Business Day prior to such Remittance Closing Date, provide Purchaser with Seller shall take no action to compromise, renew, modify or alter the terms of a reconciliation Loan or to commence any judicial or non-judicial action to collect a Loan without the prior written consent of all Servicing Fees and all related reportsBuyer. If the interest collected in any month Any payments or monies received or held by Seller from or on each Mortgage Loan and allocated to pay behalf of a Obligor after the Servicing Fee under the related Investor Agreements is insufficient to pay Seller the full amount of the related Base MLCC Interim Servicing Fee for such month, then Purchaser Transfer Date shall pay Seller the shortfall on the related Remittance Date. (c) Subject to Section 4.03(d) hereof, Purchaser shall remain responsible for all Losses directly associated with the servicing of the Mortgage Loans, except for (i) all or any portion of such Losses resulting from the failure of Seller to comply with Applicable Requirements or otherwise perform or observe its obligations under this Agreement, for which Losses Seller shall remain responsible and (ii) any fact or circumstance be held in respect of which Purchaser is entitled to indemnification trust by Seller under this Agreement. (d) Seller shall: (i) make prompt and proper application for, and diligently pursue, insurance settlements, reimbursement from Investors (if appropriate), claims against third parties for indemnification or repurchase, and enforcement of the Mortgage Loan Documents against the Mortgagors; (ii) obtain the requisite quality services and products from Outsource Vendors, not in excess of reasonable and customary levels, giving Purchaser the benefit of any discounts therefor Buyer. Any payments or monies received by Seller from or on behalf of a Obligor after the Servicing Transfer Date shall be delivered to which Buyer within seven (7) business days of Seller’s receipt thereof. Seller may be entitled and without m▇▇▇-up by Seller; (iii) defend and/or appeal any request or demand by an Investor or Insurer for repurchase ofshall, or indemnification with respect toas of the Servicing Transfer Date, create a Mortgage Loan; (iv) not make Advances deemed not to be recoverable, except to the extent required by Applicable Requirements; (v) consult with Purchaser before undertaking or electing not to take discretionary actions that could result in material cost or liability to Purchaser; unless consultation is not commercially feasible; and (vi) service delinquent Mortgage Loans, Foreclosures and REO Properties computer tape in the same manner format as Seller would service mortgage loans for its own account. (e) It is further understood and agreed that Seller the Valid Test Tape, or such other medium as the parties may agree, containing such information as the Buyer may require regarding the Loans. Such tape shall be solely responsible for provided to Buyer by Seller no later than two business days after the direct and indirect general and administrative costs and expenses associated with the servicing of the Mortgage Loans, including, without limitation, Seller’s personnel, facilities, supplies, postage and Seller’s EDP expenses, relating to the manner in which Seller generally services mortgage loans (which may include the Mortgage Loans), regardless of whether Seller elects to contract with Outsource Vendors to perform all or any portion of such general and administrative functionsServicing Transfer Date. (f) Subject to the other subsections of this Section 4.03 hereof and any right of reimbursement from subsequent payments from Mortgagors, Investors, Insurers and liquidation proceeds, Purchaser agrees to bear the economic risk of all Advances, except for (i) any portion of those Advances resulting from Seller’s failure to comply with Applicable Requirements or otherwise perform or observe its obligations under this Agreement, for which Advances Seller shall remain responsible and (ii) any interest that must be advanced with regard to a paid-in-full Mortgage Loan, pursuant to Section 4.03(d) above.

Interim Servicing. (a) With The Seller and the Purchaser mutually acknowledge that it is impracticable for the Purchaser immediately to perform the Servicing Requirements as of the Cut-off Date and that a period of time from the Cut-off Date to the Transfer Date with respect to any each Mortgage Loan (as to which any Servicing Rights are being sold and assigned by Servicing Requirements, the "Interim Period") may be required for the Purchaser directly to assume and perform the physical tasks of such servicing. During the Interim Period, the Seller agrees to Purchaser under interim service all Mortgage Loans as provided in this AgreementSection and in accordance with the provisions of the related MBS Servicing Agreements as the interim servicer for the benefit of the Purchaser. Notwithstanding anything in this Agreement to the contrary, the Seller shall perform make all remittances and comply with all reporting requirements set forth in the obligations related MBS Servicing Agreements during the Interim Period; provided, however, that commencing with the first remittance to be made to the related Trustee on or after the Cut-off Date, the Purchaser shall fund all Advances and payments of Prepayment Interest Shortfall Amounts (as defined in the related MBS Servicing Agreement) required to be made as set forth in and subject to the provisions of this Section 6.01 and the related financing facility for such Advances between the Purchaser and the Seller (subject to the limitation that the Purchaser shall not fund Advances in March, 2001 in an amount exceeding $12,000,000). During the period from the Closing Date to the Transfer Date, the Seller shall interim service the Mortgage Loans for the benefit of the Purchaser on behalf of and as agent and fiduciary of the Purchaser. The Seller shall maintain a complete set of books and records for the Servicing Rights which shall be clearly marked to reflect the ownership of such Servicing Rights by Purchaser as of the Closing Date and the entitlement of the Purchaser to the Servicing Fees and Ancillary Income as provided herein following the Cut-off Date. The Purchaser agrees to pay to the Seller an interim servicing fee equal to $15 per loan per Due Period (as defined in the MBS Servicing Agreements) during the related MLCC Interim Servicing Period (in accordance with Applicable Requirements each case, pro-rated for any partial Due Period). The Seller and with the same care, customer service and operating standards Purchaser mutually agree that Seller uses to service comparable mortgage loans for its own portfolio. no later than five (b5) Purchaser shall pay Seller Business Days after the Base MLCC Interim Servicing Fee for end of each Mortgage Loan interim-serviced by Seller pursuant to this Agreement for each preceding calendar month or portion thereof during the related MLCC Interim Period the Seller shall deliver to the Purchaser all Servicing Fees and Ancillary Income received during the prior Due Period (whether or not a collection is received on such Mortgage Loan). as the Seller would have been entitled to prior to the Cut-off Date; provided that, the Seller shall be entitled to retain all ancillary income any investment earnings on any Collection Account, distribution account or REO account which accrues prior to the Cut-off Date whether paid prior to or after the Cut-off Date. In lieu of both the Seller and the Purchaser making a payment pursuant to this Section 6.01, the amounts required to be paid hereunder may be netted against one another, with respect theretoonly the net amount being made by the Seller or the Purchaser, as the case may be; provided that, the Purchaser shall not net from any Advances required to be made pursuant to this Section 6.01, the amount of any Servicing Fees due the Purchaser hereunder. The Seller and all net interest earningsthe Purchaser shall notify each Bond Insurer and Trustee thirty (30) days prior to the Transfer Date of the Transfer Date. (b) During the Interim Period, the Seller shall notify the Purchaser at least three (3) Business Days prior to the date on which monthly remittances are to be made to the related Custodial Funds Account Trustee of the net amount of Advances required to be remitted under the related MBS Servicing Agreements and Related Escrow Funds Account balances for any amounts required to be paid in respect of Prepayment Interest Shortfall Amounts (the preceding calendar month ("Net Advance Amount"), with reasonable and appropriate back-up information or data to support the determination of such income and earningsNet Advance Amount, together with information reflecting amounts to be reimbursed to the Base MLCC Interim Servicing Fee, Purchaser for prior Advances and other amounts that may be applied to the “MLCC Interim Servicing Compensation”). During the related MLCC Interim Servicing Period for each Mortgage Loan then being interim serviced by Seller, Seller shall (i) remit monthly Net Advance Amount with respect to Purchaser, on each any Remittance Date, all Servicing Fees (net of the MLCC Interim Servicing Compensation) actually received by Seller Date pursuant to this Agreement during the preceding calendar month and (ii) no later than the Business Day MBS Servicing Agreements. On or prior to such Remittance Date, provide Purchaser with a reconciliation of all Servicing Fees and all related reports. If the interest collected in any month on each Mortgage Loan and allocated to pay the Servicing Fee under the related Investor Agreements is insufficient to pay Seller the full amount of the related Base MLCC Interim Servicing Fee for such month, then Purchaser shall pay Seller the shortfall on the related Remittance Date, the Purchaser shall remit directly to the related Trustees the related Net Advance Amount; provided that, the Prepayment Interest Shortfall Amounts that are paid by the Purchaser shall not exceed in any month the amount of the Servicing Fees received by the Purchaser in such month. The Seller shall permit the Purchaser to review the Seller's servicing records to confirm the calculations of the Net Advance Amounts described in this Section 6.01(b). (c) Subject The Seller shall irrevocably direct the related Trustees in writing, and cause such Trustees to Section 4.03(d) hereof, remit directly to the Purchaser shall remain responsible for all Losses directly associated with and not the servicing Seller amounts received by such Trustees that represent amounts that are available to reimburse Advances that were funded by the Purchaser. To the extent that reimbursement amounts as of the Mortgage Loansend of the preceding calendar month relating to Advances funded by the Purchaser are received by the Seller and are not required to be remitted to the related Trustee pursuant to the MBS Servicing Agreements, except the Seller shall, on or prior to the fifteenth (15th) Business Day of each calendar month, reimburse the Purchaser for (i) all such amounts, together with reasonable and appropriate back-up information or any portion data to support the determination of such Losses resulting from the failure of Seller to comply with Applicable Requirements or otherwise perform or observe its obligations under this Agreement, for which Losses Seller shall remain responsible and (ii) any fact or circumstance in respect of which Purchaser is entitled to indemnification by Seller under this Agreementreimbursement amount. (d) Seller shall: (i) make prompt and proper application for, and diligently pursue, insurance settlements, reimbursement from Investors (if appropriate), claims against third parties for indemnification or repurchase, and enforcement Notwithstanding any provision of this Agreement to the Mortgage Loan Documents against the Mortgagors; (ii) obtain the requisite quality services and products from Outsource Vendors, not in excess of reasonable and customary levels, giving Purchaser the benefit of any discounts therefor to which Seller may be entitled and without m▇▇▇-up by Seller; (iii) defend and/or appeal any request or demand by an Investor or Insurer for repurchase of, or indemnification with respect to, a Mortgage Loan; (iv) not make Advances deemed not to be recoverablecontrary, except as provided in Section 6.01 of this Agreement, the Purchaser shall not be required to make or fund any Advances or make any payments in respect of Prepayment Interest Shortfall Amounts pursuant to this Agreement or any MBS Servicing Agreement unless and until the extent required by Applicable Requirements; (v) consult with Purchaser before undertaking or electing not to take discretionary actions that could result conditions set forth in material cost or liability to Purchaser; unless consultation is not commercially feasible; and (vi) service delinquent Mortgage Loans, Foreclosures and REO Properties in the same manner as Seller would service mortgage loans for its own accountSection 4.01 have been satisfied. (e) It is further understood and agreed the express intent of the parties hereto that the Seller shall be solely responsible for have no rights whatsoever in respect of any and all reimbursements in respect of Advances made by the direct and indirect general and administrative costs and expenses associated with Purchaser pursuant to this Agreement or any MBS Servicing Agreement. However, in the servicing event that, notwithstanding the intent of the Mortgage Loansparties hereto, any rights to reimbursement in respect of Advances made by the Purchaser hereunder are determined to belong, in whole or in part, to the Seller, then the Seller hereby unconditionally assigns, transfers and otherwise conveys to the Purchaser all of its right, title, and interest, in, to and under such rights to reimbursement in respect to Advances made by the Purchaser, whether now existing or hereafter created or arising from time to time with respect thereto until the termination of this Agreement and each MBS Servicing Agreement, and all monies due and or to become due and all amounts received with respect thereto and all proceeds (including, without limitation, Seller’s personnel, facilities, supplies, postage and Seller’s EDP expenses, relating to "proceeds" as defined in the manner in which Seller generally services mortgage loans (which may include the Mortgage Loans), regardless of whether Seller elects to contract with Outsource Vendors to perform all or any portion of such general and administrative functionsUniform Commercial Code) thereof. (f) Subject to the other subsections of this Section 4.03 hereof and any right of reimbursement from subsequent payments from Mortgagors, Investors, Insurers and liquidation proceeds, Purchaser agrees to bear the economic risk of all Advances, except for (i) any portion of those Advances resulting from Seller’s failure to comply with Applicable Requirements or otherwise perform or observe its obligations under this Agreement, for which Advances Seller shall remain responsible and (ii) any interest that must be advanced with regard to a paid-in-full Mortgage Loan, pursuant to Section 4.03(d) above.

Interim Servicing. (a) With The Seller or its designated agent approved by the Buyer shall service the Mortgage Loans until the related Transfer Date in compliance with all of the terms and provisions of this Agreement and customary servicing procedures of prudent servicers servicing mortgage loans like the Mortgage Loans; provided, however, that the Seller alone shall remain responsible for its servicing obligations hereunder until the Servicer assumes the servicing obligations hereunder. On or prior to the Monthly Determination date immediately following the related Transfer Date, the Seller and the Servicer shall resolve any discrepancies between the Seller’s accounting statement and the Servicer’s reconciliation with respect thereto and, not later than such Monthly Determination Date, the Seller or the Buyer, as the case may be, shall transfer to the other, in immediately available funds by wire transfer, any amounts to which the other party is entitled. For so long as the Seller acts as the interim servicer with respect to any Mortgage Loan as to which Servicing Rights are being sold and assigned by Seller to Purchaser under this AgreementLoans, the Seller shall perform deposit payments received by it into the obligations related to such Servicing Rights during the related MLCC Interim Servicing Period in accordance with Applicable Requirements and with the same care, customer service and operating standards that Seller uses to service comparable mortgage loans for its own portfolio. (b) Purchaser shall pay Seller the Base MLCC Interim Servicing Fee for each Mortgage Loan interim-serviced by Seller pursuant to this Agreement for each preceding calendar month or portion thereof during the related MLCC Interim Servicing Period (whether or not a collection is received on such Mortgage Loan). Seller shall be entitled to retain all ancillary income with respect thereto, and all net interest earnings, on the related Custodial Funds Collection Account and Related Escrow Funds Account balances for shall remit via wire transfer, hand delivery or overnight mail to the preceding calendar month (such income and earningsServicer on a daily basis, together with the Base MLCC Interim Servicing Fee, the “MLCC Interim Servicing Compensation”). During the related MLCC Interim Servicing Period for each Mortgage Loan then being interim serviced by Seller, Seller shall (i) remit monthly to Purchaser, on each Remittance Datewithin two Business days after receipt thereof, all Servicing Fees (net of the MLCC Interim Servicing Compensation) actually payments received by Seller pursuant to this Agreement during the preceding calendar month and (ii) no later than the Business Day prior to such Remittance Date, provide Purchaser with a reconciliation of all Servicing Fees and all related reports. If the interest collected in any month on each Mortgage Loan and allocated to pay the Servicing Fee under the related Investor Agreements is insufficient to pay Seller the full amount of the related Base MLCC Interim Servicing Fee for such month, then Purchaser shall pay Seller the shortfall on the related Remittance Date. (c) Subject to Section 4.03(d) hereof, Purchaser shall remain responsible for all Losses directly associated with the servicing of the Mortgage Loans, except for (i) all or any portion of such Losses resulting from the failure of Seller to comply with Applicable Requirements or otherwise perform or observe its obligations under this Agreement, for which Losses Seller shall remain responsible and (ii) any fact or circumstance in respect of which Purchaser is entitled to indemnification by such Mortgage Loans on and after the related Cut-Off Date (except Escrow Payments). The Seller under this Agreement. (d) Seller shall: (i) make prompt and proper application forshall keep track of the payments received, and diligently pursueconcurrently with any such deposit, insurance settlementsthe Seller shall give the Servicer a notification of deposit in a form mutually agreeable to the Seller and the Servicer. Within three Business Days after the end of each Remittance Period, reimbursement from Investors (if appropriate)the Seller shall furnish a summary of such remittances to the Buyer, claims the Servicer and the Program Administrator for such Remittance Period. The Seller shall indemnify and hold the Servicer, the Buyer and the Program Administrator harmless against third parties for indemnification any and all losses and damages which the Buyer, the Servicer or repurchase, and enforcement of the Mortgage Loan Documents against the Mortgagors; (ii) obtain the requisite quality services and products from Outsource Vendors, not in excess of reasonable and customary levels, giving Purchaser the benefit Program Administrator may sustain as a result of any discounts therefor to which breach by the Seller may be entitled and without m▇▇▇-up by Seller; (iii) defend and/or appeal any request or demand by an Investor or Insurer for repurchase of, or indemnification with respect to, a Mortgage Loan; (iv) not make Advances deemed not to be recoverable, except to the extent required by Applicable Requirements; (v) consult with Purchaser before undertaking or electing not to take discretionary actions that could result in material cost or liability to Purchaser; unless consultation is not commercially feasible; and (vi) service delinquent Mortgage Loans, Foreclosures and REO Properties in the same manner as Seller would service mortgage loans for of its own accountinterim servicing obligations hereunder. (e) It is further understood and agreed that Seller shall be solely responsible for the direct and indirect general and administrative costs and expenses associated with the servicing of the Mortgage Loans, including, without limitation, Seller’s personnel, facilities, supplies, postage and Seller’s EDP expenses, relating to the manner in which Seller generally services mortgage loans (which may include the Mortgage Loans), regardless of whether Seller elects to contract with Outsource Vendors to perform all or any portion of such general and administrative functions. (f) Subject to the other subsections of this Section 4.03 hereof and any right of reimbursement from subsequent payments from Mortgagors, Investors, Insurers and liquidation proceeds, Purchaser agrees to bear the economic risk of all Advances, except for (i) any portion of those Advances resulting from Seller’s failure to comply with Applicable Requirements or otherwise perform or observe its obligations under this Agreement, for which Advances Seller shall remain responsible and (ii) any interest that must be advanced with regard to a paid-in-full Mortgage Loan, pursuant to Section 4.03(d) above.

Interim Servicing. (a) With The Seller shall, on behalf of Purchaser, service the Mortgage Loans for the benefit of Purchaser and the Investor during the period between the Sale Date and through close of business on the Transfer Date in accordance with all Applicable Requirements. In the performance of its duties and services hereunder, the Seller shall be an independent contractor acting in its own behalf and for its own account and without authority, expressed or implied, to act for or on behalf of Purchaser in any capacity other than that of an independent contractor, except as otherwise expressly set forth hereinabove, or as may be authorized by Purchaser in writing from time to time. Seller shall maintain, at its expense, throughout the term hereof for itself, fidelity and errors and omissions bond coverage covering all employees handling funds, monies, documents and papers with respect to any the Mortgage Loan as to which Servicing Rights are being sold and assigned by Seller to Purchaser under this AgreementLoans, all in accordance with the Applicable Requirements. Seller shall perform the all of its obligations related to such Servicing Rights during the related MLCC Interim Servicing Period in accordance with Applicable Requirements under this Section 5.2 at Seller’s sole cost and with the same care, customer service and operating standards that Seller uses to service comparable mortgage loans for its own portfolio. (b) expense. Purchaser shall pay to Seller the Base MLCC Interim Servicing Fee for each Mortgage Loan interim-serviced Subservicing Fee. The Seller shall also be entitled to retain as additional compensation any Ancillary Income received by the Seller pursuant to this Agreement for each preceding calendar month or portion thereof during the related MLCC Interim Servicing Period period from the Sale Date to the Transfer Date, and the initial HAMP servicer incentive fee earned under HAMP guidelines and the Guides but not paid prior to the Transfer Date (whether or not a collection is received on such Mortgage Loan). Seller provided, that Purchaser shall be entitled to retain all ancillary income with respect thereto, any performance incentive fees under HAMP and all net interest earnings, on the related Custodial Funds Account and Related Escrow Funds Account balances for the preceding calendar month (such income and earnings, together with the Base MLCC Interim Servicing Fee, the “MLCC Interim Servicing Compensation”Guides thereafter). During the related MLCC The Interim Servicing Period for each Mortgage Loan then being interim serviced by Seller, Subservicing Fee due to Seller shall (i) remit monthly be netted out of the payment of the Servicing Fee due to Purchaser, on each Remittance Date, all Servicing Fees (net and the remaining portion of the MLCC Interim Servicing Compensation) actually received by Seller pursuant to this Agreement during the preceding calendar month and (ii) no later than the Business Day prior to such Remittance Date, provide Purchaser with a reconciliation of all Servicing Fees and all related reports. If the interest collected in any month on each Mortgage Loan and allocated to pay the Servicing Fee under shall be remitted to the related Investor Agreements is insufficient Purchaser on or before the 5th day of each month, by wiring to pay Seller the full amount account specified in Section 3.3. A report of the related Base MLCC Interim Servicing Fee for such monthand Interim Subservicing Fee, then Purchaser shall pay Seller the shortfall on the related Remittance Date. (c) Subject to Section 4.03(d) hereofa loan-level basis, Purchaser shall remain responsible for all Losses directly associated with the servicing of the Mortgage Loans, except for (i) all or any portion of such Losses resulting from the failure of Seller to comply with Applicable Requirements or otherwise perform or observe its obligations under this Agreement, for which Losses Seller shall remain responsible and (ii) any fact or circumstance in respect of which Purchaser is entitled to indemnification by Seller under this Agreement. (d) Seller shall: (i) make prompt and proper application for, and diligently pursue, insurance settlements, reimbursement from Investors (if appropriate), claims against third parties for indemnification or repurchase, and enforcement of the Mortgage Loan Documents against the Mortgagors; (ii) obtain the requisite quality services and products from Outsource Vendors, not in excess of reasonable and customary levels, giving Purchaser the benefit of any discounts therefor to which Seller may be entitled and without m▇▇▇-up by Seller; (iii) defend and/or appeal any request or demand by an Investor or Insurer for repurchase of, or indemnification with respect to, a Mortgage Loan; (iv) not make Advances deemed not to be recoverable, except to the extent required by Applicable Requirements; (v) consult with Purchaser before undertaking or electing not to take discretionary actions that could result in material cost or liability to Purchaser; unless consultation is not commercially feasible; and (vi) service delinquent Mortgage Loans, Foreclosures and REO Properties in the same manner as Seller would service mortgage loans for its own account. (e) It is further understood and agreed that Seller shall be solely responsible for the direct and indirect general and administrative costs and expenses associated with the servicing delivered to Purchaser within 30 calendar days after each calendar month end. The Interim Subservicing Fee is subject to verification by Purchaser within ten Business Days after receipt of the Mortgage Loans, including, without limitation, Seller’s personnel, facilities, supplies, postage and Seller’s EDP expenses, relating to the manner in which Seller generally services mortgage loans (which may include the Mortgage Loans), regardless of whether Seller elects to contract with Outsource Vendors to perform all or any portion of such general and administrative functionsdocumentation. (f) Subject to the other subsections of this Section 4.03 hereof and any right of reimbursement from subsequent payments from Mortgagors, Investors, Insurers and liquidation proceeds, Purchaser agrees to bear the economic risk of all Advances, except for (i) any portion of those Advances resulting from Seller’s failure to comply with Applicable Requirements or otherwise perform or observe its obligations under this Agreement, for which Advances Seller shall remain responsible and (ii) any interest that must be advanced with regard to a paid-in-full Mortgage Loan, pursuant to Section 4.03(d) above.

Interim Servicing. (a) With respect Notwithstanding anything herein to any the contrary, each Holder agrees and acknowledges that the terms of this Section 9 shall apply only prior to the occurrence of the Note A Sale. As of the Note A Sale Date, the Servicing Agreement shall control regarding the servicing and administration of the Mortgage Loan as to which Servicing Rights are being sold and assigned by Seller to Purchaser under this Agreement, Seller shall perform the obligations related to such Servicing Rights during the related MLCC Interim Servicing Period in accordance with Applicable Requirements and with the same care, customer service and operating standards that Seller uses to service comparable mortgage loans for its own portfolioLoan. (b) Purchaser The Initial Note A Holder shall pay Seller perform and discharge the Base MLCC Interim following duties to the extent consistent with the Servicing Fee for each Standard in servicing and administering of the Mortgage Loan interim-serviced by Seller pursuant prior to this Agreement for each preceding calendar month or portion thereof during the related MLCC Interim Servicing Period (whether or not a collection is received on such Mortgage Loan). Seller shall be entitled to retain all ancillary income with respect thereto, and all net interest earnings, on the related Custodial Funds Account and Related Escrow Funds Account balances for the preceding calendar month (such income and earnings, together with the Base MLCC Interim Servicing Fee, the “MLCC Interim Servicing Compensation”). During the related MLCC Interim Servicing Period for each Mortgage Loan then being interim serviced by Seller, Seller shall Note A Sale Date: (i) remit monthly The Initial Note A Holder shall use reasonable efforts, including requesting a certification from the Borrower at least annually, to Purchaser, on each Remittance Date, all Servicing Fees (net determine whether the Borrower is complying with the requirements of the MLCC Interim Servicing Compensation) actually received by Seller pursuant Mortgage Loan Documents within the time frames set forth therein. The Initial Note A Holder shall report to this Agreement during the preceding calendar month and Note B Holder any non-compliance as promptly as reasonably practicable. (ii) no later than In connection with any proposed extension of the Maturity Date pursuant to the terms and conditions of the Notes, the Initial Note A Holder shall use reasonable efforts to determine whether the Borrower satisfies all the requisite conditions precedent to any such extension and shall promptly report to the Note B Holder in writing whether such conditions have been satisfied and include all supporting calculations and assumptions. (iii) The Initial Note A Holder shall use reasonable efforts to review the operating statements, financial statements and budgets delivered by the Borrower pursuant to the Mortgage Loan Documents as promptly as reasonably practicable and will promptly advise the Note B Holder in writing of any material adverse change from prior statements or budgets or any apparent violation of the provisions of the Mortgage Loan Documents shown by the information set forth on the statements and budgets. Promptly after its receipt of the operating statements, financial statements or budgets delivered by the Borrower pursuant to the Mortgage Loan Documents, the Initial Note A Holder shall deliver copies of the same to the Note B Holder. (iv) All payments due to the Note B Holder under Section 3 or 4 shall be made on or before the fifth Business Day prior after each Payment Date. The Initial Note A Holder shall deliver to such Remittance Date, provide Purchaser with the Note B Holder a reconciliation statement on or before each remittance date under this Agreement reflecting the Initial Note A Holder’s calculation of all Servicing Fees and all related reports. If the interest collected in any month on each Mortgage Loan and allocated payment due to pay the Servicing Fee Note B Holder under the related Investor Agreements is insufficient terms of this Agreement. (v) The Initial Note A Holder shall keep and maintain accounting records, upon which shall be recorded all amounts payable to pay Seller each Holder pursuant to the full terms of this Agreement. Such accounting records shall at all times reflect the current and correct outstanding principal balance of Note A and Note B, and may be prepared manually or electronically, or by any combination of such methods; provided, that the method of accounting utilized by the Initial Note A Holder shall record historical data, current principal, and other required statistical information in such manner as may be exhibited to the Note B Holder in visible form. In addition, the Initial Note A Holder shall keep, and furnish copies thereof to the Note B Holder upon request, records setting forth the calculation of the amount of interest (and, if applicable, principal) payable to each Holder during each interest period. (vi) The Initial Note A Holder shall keep and maintain records with respect to any UCC financing statements filed in connection with the related Base MLCC Interim Servicing Fee for such month, then Purchaser shall pay Seller the shortfall on the related Remittance DateMortgage Loan. (c) Subject to Section 4.03(d) hereof, Purchaser shall remain responsible for all Losses directly associated with the servicing In consideration of the Initial Note A Holder’s servicing the Mortgage LoansLoan and Note B, except the Note B Holder shall pay monthly on each Payment Date to the Initial Note A Holder (which may also be retained from distributions due to the Note B Holder under Section 9(b)) a servicing fee in the amount of 0.01% multiplied by the Note B Principal Balance divided by twelve (the “Note B Servicing Fee”). Such servicing fee shall be paid on the same basis and for (i) all or any portion the same period of such Losses resulting from time that interest is paid on the failure of Seller to comply with Applicable Requirements or otherwise perform or observe its obligations under this Agreement, for which Losses Seller shall remain responsible and (ii) any fact or circumstance in respect of which Purchaser is entitled to indemnification by Seller under this AgreementMortgage Loan. (d) Seller shall: (i) make prompt The Note B Holder shall have the right upon reasonable notice to the Initial Note A Holder, at any reasonable time during normal business hours and proper application forat the Note B Holder’s expense, to have access to and diligently pursueto examine the Initial Note A Holder’s books and records relating to Note A and Note B, insurance settlements, reimbursement from Investors (if appropriate), claims against third parties for indemnification or repurchase, and enforcement of the Mortgage Loan Documents against and the Mortgagors; (ii) obtain the requisite quality services and products from Outsource Vendors, not in excess of reasonable and customary levels, giving Purchaser the benefit of any discounts therefor to which Seller may be entitled and without m▇▇▇-up by Seller; (iii) defend and/or appeal any request or demand by an Investor or Insurer for repurchase of, or indemnification with respect to, a Mortgage Loan; (iv) not make Advances deemed not to be recoverable, except to the extent required by Applicable Requirements; (v) consult with Purchaser before undertaking or electing not to take discretionary actions that could result in material cost or liability to Purchaser; unless consultation is not commercially feasible; and (vi) service delinquent Mortgage Loans, Foreclosures and REO Properties in the same manner as Seller would service mortgage loans for its own accountMortgaged Property. (e) It The Initial Note A Holder, for so long as any related escrow account is further understood held at Bank of America, National Association (or at one of its Affiliates or subsidiaries), shall provide to the Note B Holder a report of account balances in all such escrow account. The Initial Note A Holder shall use reasonable efforts to cause such weekly reconciliation and agreed report to be in the form then currently used by Bank of America, National Association. If any such escrow account is not held at Bank of America, National Association (or at one of its Affiliates or subsidiaries), then the Initial Note A Holder shall, at no cost to the Initial Note A Holder, make reasonable efforts to direct the bank holding such escrow account to make available to each Holder, whether via website access or in an Excel spreadsheet delivered via email, a report of account balances in such escrow account. The Initial Note A Holder acknowledges and agrees that Seller it shall be solely responsible for direct the direct disbursement of funds from the related escrow accounts pursuant to this Agreement and indirect general and administrative costs and expenses associated with the servicing of the Mortgage LoansLoan Documents and shall promptly provide copies of all correspondence sent by the Initial Note A Holder, including, without limitation, Seller’s personnel, facilities, supplies, postage all disbursement instructions and Seller’s EDP expenses, relating statements received. The Initial Note A Holder shall notify the Borrower and the Note B Holder of any known deficiencies in the required escrow accounts three (3) Business Days prior to the manner in which Seller generally services mortgage loans (which may include the Mortgage Loans), regardless of whether Seller elects to contract with Outsource Vendors to perform all or any portion of such general and administrative functionseach Payment Date. (f) Subject The Note B Holder acknowledges that the Initial Note A Holder has the right to appoint any Qualified Servicer to perform the actual servicing of the Mortgage Loan without obtaining the consent of the Note B Holder. Such Qualified Servicer shall assume the servicing and administration obligations of the Initial Note A Holder hereunder until the date immediately prior to the Note A Sale Date and shall be entitled to the Note B Servicing Fee, from the date such successor assumes such obligations for so long as such Qualified Servicer administers and services the Mortgage Loan hereunder; provided, that (a) such Qualified Servicer shall be engaged to take only such actions and obligations of Initial Note A Holder as directly relate to the servicing and administration of the Mortgage Loan and shall not be entitled to any of the other subsections rights of the Initial Note A Holder hereunder, (b) such Qualified Servicer executes and delivers an agreement relating to such servicing obligations in form and substance reasonably satisfactory to the Initial Note A Holder containing customary representations and warranties, an agreement to service the Mortgage Loan in accordance with this Section 4.03 hereof Agreement, and provisions providing for the termination without fee or cause in connection with the closing of the Note A Sale. (g) The Note B Holder may separately appoint a servicer for Note B, but any right of reimbursement from subsequent payments from Mortgagors, Investors, Insurers and liquidation proceeds, Purchaser agrees such servicer shall have no servicing rights or responsibilities with respect to bear the economic risk of all Advances, except for (i) any portion of those Advances resulting from Seller’s failure to comply with Applicable Requirements Mortgage Loan or otherwise perform or observe its obligations under this Agreement, for which Advances Seller and such servicer shall remain responsible and (ii) any interest that must be advanced with regard compensated solely by the Note B Holder from funds payable to a paid-in-full Mortgage Loan, pursuant to Section 4.03(d) abovethe Note B Holder hereunder or otherwise.

Interim Servicing. (a) With respect Notwithstanding anything to any Mortgage Loan as to which Servicing Rights are being sold and assigned by Seller to Purchaser under the contrary contained in this Agreement, Seller to the extent that the actual servicing of any Loan or Loans (a) cannot be transferred from Sellers to Purchaser on the Closing Date due to the requirements governing the timing of notice of transfer of servicing under RESPA, or other applicable laws, or (b) will not be transferred from Sellers to Purchaser by agreement of the parties, then Sellers shall service such Loans as a subservicer on behalf of and for the benefit of Purchaser pursuant to the terms and conditions of this Section 9.1. Sellers shall service such Loans from and after the Cut-off Date until the Servicing Transfer Date in compliance with reasonable and customary servicing practices and procedures of prudent mortgage loan servicers that service mortgage loans similar to the Mortgage Loans and shall perform and comply with such servicing transfer instructions as are mutually agreed to by the obligations related Parties prior to such the Servicing Rights during Transfer Date. Except as provided below, within two (2) business days after the related MLCC Interim Servicing Period Transfer Date, and weekly thereafter, Sellers shall remit to Purchaser, by wire, all amounts received by Sellers after the Cut-off Date and to and including the Servicing Transfer Date (including without limitation, monies received or held in accordance with Applicable Requirements and reserve for the payment of taxes, insurance premiums or other charges in connection with the same careLoan, customer service plus interest thereon), together with the following: (i) A summary of remittances (including the account numbers, amount of payments, amount of escrow and operating standards that Seller uses to service comparable mortgage loans for its own portfolioaccount reserves); (ii) A trial balance of Loans; (iii) A monthly collection report; and (iv) As appropriate, arrears reports, prepaid reports, reports of Loans added or removed, and reports of prepaid monthly payments and of principal prepayments. (b) Sellers shall promptly post any payments received between the Cut-off Date and Servicing Transfer Date and remit such payments to Purchaser shall pay Seller the Base MLCC Interim Servicing Fee for each Mortgage Loan interim-serviced by Seller pursuant to this Agreement for each preceding calendar month or portion thereof during the related MLCC Interim Servicing Period (whether or not a collection is received on such Mortgage Loan). Seller shall be entitled to retain all ancillary income with respect thereto, and all net interest earnings, on the related Custodial Funds Account and Related Escrow Funds Account balances for the preceding calendar month (such income and earnings, together with the Base MLCC Interim Servicing Fee, the “MLCC Interim Servicing Compensation”). During the related MLCC Interim Servicing Period for each Mortgage Loan then being interim serviced by Seller, Seller shall (i) remit monthly to Purchaser, on each Remittance Date, all Servicing Fees (net of the MLCC Interim Servicing Compensation) actually received by Seller pursuant to this Agreement during the preceding calendar month and (ii) no later than the one (1) Business Day prior to such Remittance Date, provide Purchaser with a reconciliation of all Servicing Fees and all related reports. If the interest collected in any month on each Mortgage Loan and allocated to pay after the Servicing Fee under the related Investor Agreements is insufficient to pay Seller the full amount of the related Base MLCC Interim Servicing Fee for such month, then Purchaser shall pay Seller the shortfall on the related Remittance Transfer Date. (c) Subject During the interim servicing period, Sellers shall take no action to Section 4.03(dcompromise, renew, modify or alter the terms of a Loan or to commence any judicial or non-judicial action to collect a Loan without the prior written consent of Purchaser. Any payments or monies received or held by Sellers from or on behalf of a Obligor after the Servicing Transfer Date shall be held in trust by Sellers for the benefit of Purchaser. Any payments or monies received by Sellers from or on behalf of a Obligor after the Servicing Transfer Date shall be delivered to Purchaser within two (2) hereof, Purchaser shall remain responsible for all Losses directly associated with the servicing business days of the Mortgage Loans, except for (i) all or any portion of such Losses resulting from the failure of Seller to comply with Applicable Requirements or otherwise perform or observe its obligations under this Agreement, for which Losses Seller shall remain responsible and (ii) any fact or circumstance in respect of which Purchaser is entitled to indemnification by Seller under this AgreementSellers’ receipt thereof. (d) Seller Sellers shall: (i) make prompt and proper application for, and diligently pursue, insurance settlements, reimbursement from Investors (if appropriate), claims against third parties for indemnification or repurchase, and enforcement as of the Mortgage Loan Documents against the Mortgagors; (ii) obtain the requisite quality services and products from Outsource VendorsServicing Transfer Date, not in excess of reasonable and customary levels, giving Purchaser the benefit of any discounts therefor to which Seller may be entitled and without m▇▇▇-up by Seller; (iii) defend and/or appeal any request or demand by an Investor or Insurer for repurchase of, or indemnification with respect to, create a Mortgage Loan; (iv) not make Advances deemed not to be recoverable, except to the extent required by Applicable Requirements; (v) consult with Purchaser before undertaking or electing not to take discretionary actions that could result in material cost or liability to Purchaser; unless consultation is not commercially feasible; and (vi) service delinquent Mortgage Loans, Foreclosures and REO Properties computer tape in the same manner format as Seller would service mortgage loans for its own account. (e) It is further understood and agreed that Seller the Valid Test Tape, or such other medium as the parties may agree, containing such information as the Purchaser may require regarding the Loans. Such tape shall be solely responsible for provided to Purchaser by Sellers no later than two (2) business days after the direct and indirect general and administrative costs and expenses associated with the servicing of the Mortgage Loans, including, without limitation, Seller’s personnel, facilities, supplies, postage and Seller’s EDP expenses, relating to the manner in which Seller generally services mortgage loans (which may include the Mortgage Loans), regardless of whether Seller elects to contract with Outsource Vendors to perform all or any portion of such general and administrative functionsServicing Transfer Date. (f) Subject to the other subsections of this Section 4.03 hereof and any right of reimbursement from subsequent payments from Mortgagors, Investors, Insurers and liquidation proceeds, Purchaser agrees to bear the economic risk of all Advances, except for (i) any portion of those Advances resulting from Seller’s failure to comply with Applicable Requirements or otherwise perform or observe its obligations under this Agreement, for which Advances Seller shall remain responsible and (ii) any interest that must be advanced with regard to a paid-in-full Mortgage Loan, pursuant to Section 4.03(d) above.

Interim Servicing. [On or before [INSERT DATE], or upon the date which the actual transfer of servicing responsibilities for any Mortgage Loans is transferred from Assignor to Assignee (a) With each such date, a “Servicing Transfer Date”), Assignor shall transfer the servicing with respect to any the Mortgage Loan as Loans to which Servicing Rights are being sold and assigned by Seller to Purchaser under this Agreement, Seller shall perform the obligations related to such Servicing Rights during the related MLCC Interim Servicing Period Assignee or its designee in accordance with Applicable Requirements the servicing transfer guidelines of Assignor. From the Closing Date to the Servicing Transfer Date, Assignor shall service, or cause to be serviced, the Mortgage Loans for Assignee on an “actual/actual” basis. Assignor shall have full power and authority, acting alone or through the Company as an interim servicer, to do any and all things in connection with such servicing and administration which Assignor may deem necessary or desirable, consistent with the same careterms of this Agreement and (A) to the extent the Assignor is directly interim servicing the Mortgage Loans, customer service those mortgage servicing practices which are in accordance with (i) customary and operating usual standards that Seller uses to service comparable of practice of mortgage loans for its own portfolio. servicers, (bii) Purchaser shall pay Seller all applicable federal, state or local laws and (iii) the Base MLCC Interim Servicing Fee for each terms of the Mortgage Note, the Mortgage and any other Mortgage Loan interim-serviced by Seller pursuant Documents or (B) to this Agreement for each preceding calendar month or portion thereof during the related MLCC Interim extent the Company is interim servicing the Mortgage Loans, those mortgage servicing practices which are in accordance with the terms of the Master Agreement. Until the Servicing Period (whether or not a collection is received on such Mortgage Loan). Seller Transfer Date, Assignor shall be entitled to retain all ancillary income with respect theretofrom payments on the Mortgage Loans, an interim servicing fee equal to the amount set forth in the Commitment Letter and all net interest earnings, reasonable out-of-pocket expenses borne by Assignor (or the Company) in connection with its servicing of the Mortgage Loans up to the Servicing Transfer Date that constitute servicing advances or corporate advances. In the event that the payments on the related Custodial Funds Account and Related Escrow Funds Account balances Mortgage Loans are not sufficient for the Assignor (or the Company) to fully recover all amounts payable to the Assignor (or the Company) pursuant to the preceding calendar month (such income and earnings, together with the Base MLCC Interim Servicing Feesentence, the “MLCC Interim Assignee shall pay those amounts within two (2) business days of its receipt of an invoice from the Assignor or the Company, as applicable. Within twenty (20) business days following the Servicing Compensation”). During the related MLCC Interim Servicing Period for each Mortgage Loan then being interim serviced by SellerTransfer Date, Seller Assignor shall (i) remit monthly to Purchaser, on each Remittance Date, all Servicing Fees Assignee the total of funds collected by the Assignor and due to the Assignee (net of the MLCC Interim Assignor’s or Company’s interim servicing fee and, if any, unreimbursed servicing advances or corporate advances) up to the Servicing CompensationTransfer Date, less any amounts Assignor (or the Company) actually received by Seller is authorized to retain pursuant to this Agreement during the preceding calendar month and accepted servicing practices, and (ii) no later than the Business Day prior provide to such Remittance Date, provide Purchaser with Assignee (or its assignee) a reconciliation of all Servicing Fees and all report related reportsthereto. If Each remittance made by the interest collected in any month on each Mortgage Loan and allocated to pay the Servicing Fee under the related Investor Agreements is insufficient to pay Seller the full amount of the related Base MLCC Interim Servicing Fee for such month, then Purchaser shall pay Seller the shortfall on the related Remittance Date. (c) Subject to Section 4.03(d) hereof, Purchaser shall remain responsible for all Losses directly associated with the servicing of the Mortgage Loans, except for (i) all or any portion of such Losses resulting from the failure of Seller to comply with Applicable Requirements or otherwise perform or observe its obligations under this Agreement, for which Losses Seller shall remain responsible and (ii) any fact or circumstance in respect of which Purchaser is entitled to indemnification by Seller under this Agreement. (d) Seller shall: (i) make prompt and proper application for, and diligently pursue, insurance settlements, reimbursement from Investors (if appropriate), claims against third parties for indemnification or repurchase, and enforcement of the Mortgage Loan Documents against the Mortgagors; (ii) obtain the requisite quality services and products from Outsource Vendors, not in excess of reasonable and customary levels, giving Purchaser the benefit of any discounts therefor to which Seller may be entitled and without m▇▇▇-up by Seller; (iii) defend and/or appeal any request or demand by an Investor or Insurer for repurchase of, or indemnification with respect to, a Mortgage Loan; (iv) not make Advances deemed not to be recoverable, except Assignor to the extent required by Applicable Requirements; (v) consult with Purchaser before undertaking or electing not to take discretionary actions that could result in material cost or liability to Purchaser; unless consultation is not commercially feasible; and (vi) service delinquent Mortgage Loans, Foreclosures and REO Properties in the same manner as Seller would service mortgage loans for its own account. (e) It is further understood and agreed that Seller Assignee shall be solely responsible for the direct and indirect general and administrative costs and expenses associated with the servicing made by wire transfer of the Mortgage Loans, including, without limitation, Seller’s personnel, facilities, supplies, postage and Seller’s EDP expenses, relating immediately available funds to the manner in which Seller generally services mortgage loans (which may include the Mortgage Loans), regardless of whether Seller elects to contract with Outsource Vendors to perform all or any portion of such general and administrative functionsaccount designated by Assignee. (f) Subject to the other subsections of this Section 4.03 hereof and any right of reimbursement from subsequent payments from Mortgagors, Investors, Insurers and liquidation proceeds, Purchaser agrees to bear the economic risk of all Advances, except for (i) any portion of those Advances resulting from Seller’s failure to comply with Applicable Requirements or otherwise perform or observe its obligations under this Agreement, for which Advances Seller shall remain responsible and (ii) any interest that must be advanced with regard to a paid-in-full Mortgage Loan, pursuant to Section 4.03(d) above.]

Interim Servicing. During the period commencing on the Purchase Date and ending at the close of business on the day prior to the Transfer Date (athe “Interim Servicing Period”), the Seller shall, or with the Purchaser’s consent, cause a sub-servicer to, service the Mortgage Loans for and on behalf of the Purchaser in accordance with all Applicable Servicing Requirements. On each Remittance Date, Seller (or its servicer) With respect shall deliver to the Purchaser, or its designee, an excel file containing the data fields listed in Exhibit “C” hereto, or such other information as mutually agreed upon. During the Interim Servicing Period, Purchaser shall pay Seller a servicing fee for the interim servicing of the Mortgage Loans on Purchaser’s behalf in accordance with the fee schedule attached as Exhibit “D” hereto. In no event shall Seller have any Mortgage Loan as liability to which Servicing Rights are being sold and assigned Purchaser or any other Person for any failure by Seller to Purchaser under this Agreement, Seller shall perform service the obligations related to such Servicing Rights during the related MLCC Interim Servicing Period Mortgage Loans in accordance with Applicable Servicing Requirements and with to the same care, customer service and operating standards extent that Seller uses to service comparable mortgage loans for its own portfolio. (b) Purchaser shall pay Seller such failure results from or arises out of the Base MLCC Interim Servicing Fee for each delivery of the Mortgage Loan interim-serviced Documents to Purchaser prior to the Transfer Date in accordance with this Agreement. Any payments received by Seller pursuant to this Agreement for each preceding calendar month or portion thereof during after the related MLCC Interim Servicing Period (whether or not a collection is received on such Mortgage Loan). Seller Purchase Date shall be entitled to retain all ancillary income with respect thereto, and all net interest earnings, on held by the related Custodial Funds Account and Related Escrow Funds Account balances Seller for the preceding calendar month (such income benefit of Purchaser and earnings, together with shall be endorsed/remitted over to the Base MLCC Interim Servicing Fee, the “MLCC Interim Servicing Compensation”). During the related MLCC Interim Servicing Period for each Mortgage Loan then being interim serviced by Seller, Seller shall (i) remit monthly to Purchaser, Purchaser on each Remittance Date. To the extent not already done so, all Servicing Fees (net of the MLCC Interim Servicing Compensation) actually Seller shall deliver any payments received by Seller pursuant to this Agreement during the preceding calendar month and (ii) no later than the Business Day prior to such Remittance Date, provide Purchaser with a reconciliation of all Servicing Fees and all related reports. If the interest collected in any month on each Mortgage Loan and allocated files relating to pay the Servicing Fee under the related Investor Agreements is insufficient to pay Seller the full amount of the related Base MLCC Interim Servicing Fee for such month, then Purchaser shall pay Seller the shortfall on the related Remittance Date. (c) Subject to Section 4.03(d) hereof, Purchaser shall remain responsible for all Losses directly associated with the servicing of the Mortgage Loans, except for (i) including without limitation, all or any portion of such Losses resulting from the failure of Seller to comply with Applicable Requirements or otherwise perform or observe its obligations under this Agreementdocuments, for which Losses Seller shall remain responsible and (ii) any fact or circumstance in respect of which Purchaser is entitled to indemnification by Seller under this Agreement. (d) Seller shall: (i) make prompt and proper application forreports, and diligently pursue, insurance settlements, reimbursement from Investors (if appropriate), claims against third parties for indemnification or repurchase, and enforcement pay histories as of the Mortgage Loan Documents against the Mortgagors; (ii) obtain the requisite quality services Transfer Date and products from Outsource Vendors, not in excess of reasonable and customary levels, giving Purchaser the benefit of any discounts therefor all ledgers necessary to which Seller may be entitled and without m▇▇▇-up by Seller; (iii) defend and/or appeal any request or demand by an Investor or Insurer for repurchase of, or indemnification with respect to, a Mortgage Loan; (iv) not make Advances deemed not to be recoverable, except to the extent required by Applicable Requirements; (v) consult with Purchaser before undertaking or electing not to take discretionary actions that could result in material cost or liability to Purchaser; unless consultation is not commercially feasible; and (vi) service delinquent Mortgage Loans, Foreclosures and REO Properties in the same manner as Seller would service mortgage loans for its own account. (e) It is further understood and agreed that Seller shall be solely responsible for the direct and indirect general and administrative costs and expenses associated with the servicing of the Mortgage Loans, including, without limitation, Seller’s personnel, facilities, supplies, postage and Seller’s EDP expenses, relating to not later than three (3) Business Days after the manner in which Seller generally services mortgage loans (which may include the Mortgage Loans), regardless of whether Seller elects to contract with Outsource Vendors to perform all or any portion of such general and administrative functionsTransfer Date. (f) Subject to the other subsections of this Section 4.03 hereof and any right of reimbursement from subsequent payments from Mortgagors, Investors, Insurers and liquidation proceeds, Purchaser agrees to bear the economic risk of all Advances, except for (i) any portion of those Advances resulting from Seller’s failure to comply with Applicable Requirements or otherwise perform or observe its obligations under this Agreement, for which Advances Seller shall remain responsible and (ii) any interest that must be advanced with regard to a paid-in-full Mortgage Loan, pursuant to Section 4.03(d) above.