Common use of Servicing Portfolio Clause in Contracts

Servicing Portfolio. Except for those loans repaid or otherwise removed in the Ordinary Course, either voluntarily or involuntarily, substantially all of the loans in the Parent’s March 31, 2012 loan servicing portfolio will be included in the Parent’s loan servicing portfolio as of the Closing Date except to the extent the failure to include such loans would not reasonably be expected to have a Material Adverse Effect on the Company. As of March 31, 2012: (a) the estimated total unpaid principal balance of the Parent’s loan servicing portfolio was $16,850,945,500; (b) the estimated weighted average servicing fee for the Company’s loan servicing portfolio was 23 basis points; and (c) the estimated weighted average remaining life of the Parent’s loan servicing portfolio was 8.8 years, except in the case of (a), (b), or (c) for such inaccuracy as would not reasonably be expected to have a Material Adverse Effect on the Parent.