Common use of Servicing Clause in Contracts

Servicing. (a) Borrower covenants to maintain or cause the servicing of the Mortgage Loans to be maintained in conformity with Accepted Servicing Practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing Borrower provides for other mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing approved by Borrower. (b) If any of the Mortgage Loans are serviced by Borrower, (i) Borrower agrees that Agent is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage Loans (the "SERVICING RECORDS"), and (ii) Borrower grants Agent, for the benefit of Lender, a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of Borrower or its designee to service the Mortgage Loans in conformity with this Section and any other obligation of Borrower to Lender. Borrower covenants to safeguard such Servicing Records and to deliver them promptly to Agent or its designee (including the Custodian) at Agent's request. (c) If any of the Mortgage Loans are serviced by a third party servicer (such third party servicer, the "SERVICER"), Borrower (i) shall provide a copy of the servicing agreement to Agent, which shall be in form and substance acceptable to Agent (the "SERVICING AGREEMENT"), (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit E hereto (a "SERVICER NOTICE AND AGREEMENT") and shall cause the Servicer to acknowledge and agree to the same and (iii) hereby irrevocably assigns to Lender and such Lender's successors and assigns all right, title and interest of Borrower in, to and under, and the benefits of, and Servicing Agreement with respect to the Mortgage Loans. Any successor or assignee of a Servicer shall be approved in writing by Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations with respect to the Mortgage Loans. (d) If the servicer of the Mortgage Loans is Borrower or an Affiliate of Borrower, Borrower shall provide to Agent a letter from the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, Agent may terminate any Servicing Agreement and transfer servicing to Agent's designee, at no cost or expense to Agent, it being agreed that Borrower will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of Agent. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, unless otherwise agreed in writing by Agent, Borrower will have no right to modify or alter the terms of such Mortgage Loan and Borrower will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in this Agreement. (f) In the event Borrower or its Affiliate is servicing the Mortgage Loans, Borrower shall permit Agent to inspect Borrower's or its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying Agent that Borrower or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Agreement. (g) Borrower represents that each Servicing Agreement can be terminated by Borrower without cause and without payment of any termination fee or other fee upon not greater than sixty (60) days prior written notice to the Servicer thereunder. Borrower shall not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is in full force and effect and no default or event of default by Borrower exists under any Servicing Agreement, and Borrower has no knowledge of any default or event of default thereunder by the Servicer. Borrower shall, within ten (10) days following a written request by Agent, deliver to Agent true and correct copies of all Servicing Agreements.

Servicing. (a) Borrower covenants Pursuant to maintain or cause Section 2, the servicing parties hereto hereby authorize each Company, in its roles as a Receivables Sub-Servicer and as a Securitization Property Servicer, and such Company in such capacities hereby agrees to, allocate and remit funds received from the corresponding Customers for the benefit of the Mortgage Loans to be maintained Receivables Buyer, the Receivables Administrative Agent and the Receivables Purchasers, and the applicable Bond Issuer, the applicable Indenture Trustee and the corresponding bondholders, respectively, and control the movement of such funds out of the Deposit Accounts in conformity accordance with Accepted Servicing Practices in the industry for the same type terms of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing Borrower provides for other mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing approved by Borrowerthis Agreement. (b) If any In the event that an Indenture Trustee is entitled to and desires to exercise its right, pursuant to the applicable Bond Agreements, to replace a Company as Securitization Property Servicer, or in the event that the Receivables Purchasers are entitled to and desire to exercise their right to replace a Company as a Receivables Sub-Servicer, the party desiring to exercise such right shall promptly give written notice to the other in accordance with the notice provisions of this Agreement and consult with the Mortgage Loans are serviced by Borrower, (i) Borrower agrees that Agent is the collateral assignee of all servicing records, including but not limited other with respect to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies replacement of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and a Company in any other records relating such capacity to reach mutually satisfactory replacement. Any entity named as the applicable replacement Receivables Sub-Servicer or evidencing the servicing of Mortgage Loans (the "SERVICING RECORDS"), and (ii) Borrower grants Agent, for the benefit of Lender, a security interest Securitization Property Servicer in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of Borrower or its designee to service the Mortgage Loans in conformity accordance with this Section and any other obligation of Borrower 4 is referred to Lender. Borrower covenants to safeguard such Servicing Records and to deliver them promptly to Agent or its designee (including the Custodian) at Agent's requestherein as a “Replacement Servicer.” (c) If any of the Mortgage Loans are serviced by a third party servicer (such third party servicer, the "SERVICER"), Borrower (i) shall provide a copy of the servicing agreement to Agent, which shall be Anything in form and substance acceptable to Agent (the "SERVICING AGREEMENT"), (ii) shall provide a Servicer Notice and this Agreement to the contrary notwithstanding, any action taken by an Indenture Trustee or the Receivables Administrative Agent to appoint a Replacement Servicer substantially pursuant to this Section 4 shall be subject to the Rating Agency Condition and the consent, if required by law, of the applicable “Commission” designated as such in an Effective Joinder. For the purposes of this Agreement, the “Rating Agency Condition” has the meaning set forth in the form of Exhibit E applicable Indenture. The parties hereto (a "SERVICER NOTICE AND AGREEMENT") and shall cause the Servicer to acknowledge and agree that the approval or the consent of the rating agencies which is required in order to satisfy the same and (iii) hereby irrevocably assigns Rating Agency Condition is not subject to Lender and such Lender's successors and assigns all right, title and interest any standard of Borrower in, to and undercommercial reasonableness, and the benefits of, and Servicing Agreement with respect parties are bound to satisfy this condition whether or not the Mortgage Loans. Any successor rating agencies are unreasonable or assignee of a Servicer shall be approved in writing by Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations with respect to the Mortgage Loansarbitrary. (d) If the servicer of the Mortgage Loans is Borrower or an Affiliate of Borrower, Borrower shall provide to Agent a letter from the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, Agent may terminate any Servicing Agreement and transfer servicing to Agent's designee, at no cost or expense to Agent, it being agreed that Borrower will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of Agent. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, unless otherwise agreed in writing by Agent, Borrower will have no right to modify or alter the terms of such Mortgage Loan and Borrower will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in this Agreement. (f) In the event Borrower or its Affiliate is servicing the Mortgage Loans, Borrower shall permit Agent to inspect Borrower's or its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying Agent that Borrower or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Agreement. (g) Borrower represents that each Servicing Agreement can be terminated by Borrower without cause and without payment of any termination fee or other fee upon not greater than sixty (60) days prior written notice to the Servicer thereunder. Borrower shall not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is in full force and effect and no default or event of default by Borrower exists under any Servicing Agreement, and Borrower has no knowledge of any default or event of default thereunder by the Servicer. Borrower shall, within ten (10) days following a written request by Agent, deliver to Agent true and correct copies of all Servicing Agreements.

Servicing. (a) Borrower covenants to maintain or cause the servicing of Asset and the Mortgage Loans Underlying Loan to be maintained serviced by Hanover Street Capital, LLC (“Hanover”) or another third party servicer that is not an Affiliate of Borrower and is reasonably acceptable to Lender (the “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise in conformity with Accepted Servicing Practices accepted customary and prudent servicing practices in the industry for the same type of mortgage loans assets as the Mortgage Loans Asset and the Underlying Loan and in a manner at least equal in quality to the servicing Borrower Guarantor provides for assets owned by Guarantor or its Affiliates (“Accepted Servicing Practices”). Borrower shall not replace the Servicer and/or enter into (or consent to any other mortgage loans Person entering into) a new Servicing Agreement with respect to the Asset without Lender’s prior written consent, which it owns. In the event that the preceding language is interpreted as constituting one consent shall not be unreasonably withheld, conditioned or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing approved by Borrowerdelayed. (b) If any of the Mortgage Loans are serviced by Borrower, (i) Borrower agrees that Agent Lender is the collateral assignee of all servicing recordsrecords of Borrower with respect to the Asset, if any, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage Loans the Asset (the "SERVICING RECORDS"“Servicing Records”), and (ii) Borrower hereby grants Agent, for the benefit of Lender, Lender a security interest in all servicing fees and of Borrower’s rights relating to the Mortgage Loans Asset and all Servicing Records to secure the obligation of Borrower or its designee to service the Mortgage Loans in conformity with this Section and any other obligation of Borrower to Lender. Borrower covenants to safeguard such Servicing Records and and, during the continuance of an Event of Default, to deliver them promptly to Agent Lender or its designee (including the Custodian) at Agent's Lender’s written request. (c) If any of the Mortgage Loans are serviced by a third party servicer (such third party servicer, the "SERVICER"), Borrower (i) shall provide a copy of the servicing agreement to Agent, which shall be in form and substance acceptable to Agent (the "SERVICING AGREEMENT"), (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit E hereto (a "SERVICER NOTICE AND AGREEMENT") and shall cause the Servicer to acknowledge and agree to the same and (iii) hereby irrevocably assigns to Lender and such Lender's successors and assigns all right, title and interest of Borrower in, to and under, and the benefits of, and Servicing Agreement with respect to the Mortgage Loans. Any successor or assignee of a Servicer shall be approved in writing by Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations with respect to the Mortgage Loans. (d) If the servicer of the Mortgage Loans is Borrower or an Affiliate of Borrower, Borrower shall provide to Agent a letter from the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, Agent may terminate any Servicing Agreement and transfer servicing to Agent's designee, at no cost or expense to Agent, it being agreed that Borrower will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of Agent. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, unless otherwise agreed in writing by Agent, Borrower will have no right to modify or alter the terms of such Mortgage Loan and Borrower will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in this Agreement. (f) In the event Borrower or its Affiliate is servicing the Mortgage Loans, Borrower shall permit Agent Lender to inspect Borrower's ’s or its Affiliate's Affiliates’ servicing facilitiesfacilities pursuant to Section 11.16 below, as the case may be, for the purpose of satisfying Agent Lender that Borrower or its AffiliateAffiliates, as the case may be, has have the ability to service manage the Mortgage Loans Asset as provided in this Loan Agreement. (gd) Borrower represents that each Servicing Agreement can be terminated by Borrower without cause and without payment of any termination fee On or other fee upon not greater than sixty (60) days prior written notice to the Closing Date, Borrower shall enter into a Servicer thereunderNotice and Agreement with the Servicer in the form attached hereto as Exhibit C. (e) At the option of Lender, the Loan may be serviced by one or more servicers/trustees (any such servicer/trustee, together with its agent’s, nominees or designees, are collectively referred to as “Loan Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall not modify be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or amend any Servicing Agreement without Agent's prior written consentLender hereunder. Lender and Borrower agree that Hanover shall be the initial Loan Servicer hereunder. Borrower represents agrees that it shall be required to pay the Loan Servicer an annual servicing fee of $21,000 during the term of the Loan, payable on a monthly basis ($1,750 per month) on each Payment Date (the “Loan Servicing Agreement is in full force and effect and no default or event Fee”). Notwithstanding any collection of default the Loan Servicing Fee by Borrower exists under any Lender on behalf of Loan Servicer, the Loan Servicing Agreement, and Borrower has no knowledge of any default or event of default thereunder by the Fee will be deemed to have been paid directly to Servicer. Borrower shall, within ten (10) days following a written request by Agent, deliver to Agent true and correct copies of all Servicing Agreements.

Servicing. (a) Borrower Each Loan Party covenants to maintain or cause the servicing of the Mortgage Loans to be maintained in conformity with the Accepted Servicing Practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing Borrower provides for other mortgage loans which it ownsPractices. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the date on which all the Secured Obligations have been paid in full, full or (iii) the transfer of servicing approved by Borrowerthe Loan Parties. (b) If any of the Mortgage Loans are serviced by Borrowerthe Loan Parties, (i) Borrower agrees the Loan Parties agree that the Agent is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage Loans (the "SERVICING RECORDS"“Servicing Records”), and (ii) Borrower grants Agent, for the benefit of Lender, Loan Parties grant the Agent a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of Borrower the Loan Parties or its their designee to service the Mortgage Loans in conformity with this Section and any other obligation of Borrower the Loan Parties to Lenderthe Agent. Borrower covenants The Loan Parties covenant to safeguard such Servicing Records and to deliver them promptly to the Agent or its designee (including at the Custodian) at Agent's ’s request. (c) If any of the Mortgage Loans are serviced by a third party servicer (such third party servicer, the "SERVICER"“Servicer”), Borrower the Loan Parties (i) shall provide a copy of the servicing agreement to the Agent, which shall be in form and substance acceptable to the Agent (the "SERVICING AGREEMENT"“Servicing Agreement”), and (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit E C hereto (a "SERVICER NOTICE AND AGREEMENT"“Servicer Notice”) and shall cause the Servicer to acknowledge and agree to the same and (iii) hereby irrevocably assigns to Lender and such Lender's successors and assigns all right, title and interest of Borrower in, to and under, and the benefits of, and Servicing Agreement with respect to the Mortgage Loanssame. Any successor or assignee of a Servicer shall be approved in writing by Lender the Agent and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's ’s assumption of servicing obligations with respect to the Mortgage Loans. (d) If the servicer of the Mortgage Loans is Borrower a Loan Party or the Servicer is an Affiliate of Borrowera Loan Party, Borrower such Loan Party shall provide to the Agent a letter from such Loan Party or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, the Agent may terminate any Servicing Agreement and in any event transfer servicing to the Agent's ’s designee, at no cost or expense to the Agent, it being agreed that Borrower the Loan Parties will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of the Agent. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, unless otherwise agreed in writing by Agent, Borrower the Loan Parties will have no right to modify or alter the terms of such Mortgage Loan and Borrower the Loan Parties will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in this Agreementherein. (f) In the event Borrower the Loan Parties or its their Affiliate is are servicing the Mortgage Loans, Borrower the Loan Parties shall permit the Agent from time to time to inspect Borrower's the Loan Parties’ or its Affiliate's their Affiliates’ servicing facilities, as the case may be, for the purpose of satisfying the Agent that Borrower the Loan Parties or its Affiliatetheir Affiliates, as the case may be, has the ability to service the Mortgage Loans as provided in this Agreement. (g) Borrower represents that each Servicing Agreement can be terminated by Borrower without cause and without payment of any termination fee or other fee upon not greater than sixty (60) days prior written notice to the Servicer thereunder. Borrower shall not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is in full force and effect and no default or event of default by Borrower exists under any Servicing Agreement, and Borrower has no knowledge of any default or event of default thereunder by the Servicer. Borrower shall, within ten (10) days following a written request by Agent, deliver to Agent true and correct copies of all Servicing Agreements.

Servicing. (a) Each Borrower covenants to maintain or cause the servicing of the Mortgage Loans to be maintained in conformity with Accepted Servicing Practices accepted and prudent servicing practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing such Borrower provides for other mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the date on which all the Secured Obligations have been paid in full, full or (iii) the transfer of servicing approved by Borrowerthe Agent in writing. The Agent hereby approves New Century as the initial servicer (the “Initial Servicer”) of the Mortgage Loans. (b) If any of the Mortgage Loans are serviced by BorrowerNew Century, (i) Borrower New Century agrees that the Agent is the collateral assignee of all servicing records, including including, but not limited to to, any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage Loans (the "SERVICING RECORDS"“Servicing Records”), and (ii) Borrower New Century grants the Agent, for the ratable benefit of Lenderthe Lenders, a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of Borrower New Century or its designee to service the Mortgage Loans in conformity with this Section and any other obligation of Borrower New Century to Lenderthe Lenders. Borrower New Century covenants to safeguard such Servicing Records and to deliver them promptly to the Agent or its designee (including the Custodian) at the Agent's ’s request. (c) If any of the Mortgage Loans are serviced by a third party servicer (such third party servicer, the "SERVICER"), Borrower “Third Party Servicer”) the Borrowers (i) shall provide a copy of the servicing agreement to the Agent, which shall be in form and substance acceptable to the Agent (the "SERVICING AGREEMENT"“Servicing Agreement”), and (ii) shall provide a Servicer Notice and Agreement to the Third Party Servicer substantially in the form of Exhibit E G hereto (a "SERVICER NOTICE AND AGREEMENT"“Servicer Notice”) and shall cause the such Third Party Servicer to acknowledge and agree to the same and (iii) hereby irrevocably assigns to Lender and such Lender's successors and assigns all right, title and interest of Borrower in, to and under, and the benefits of, and Servicing Agreement with respect to the Mortgage Loanssame. Any successor or assignee of a Third Party Servicer shall be approved in writing by Lender the Agent and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's ’s assumption of servicing obligations with respect to the Mortgage Loans. (d) If the servicer Servicer of the Mortgage Loans is a Borrower or an Affiliate of a Borrower, such Borrower shall provide to the Agent a letter from the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, the Agent may terminate any Servicing Agreement and in any event transfer servicing to the Agent's ’s designee, at no cost or expense to the Agent, it being agreed that such Borrower will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of the Agent. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, (i) the Borrowers shall give prior written notice to the Agent of any proposed modification or alteration to the terms of any such Mortgage Loan and unless otherwise agreed the Borrowers shall have received the Agent’s written approval of such modification or alteration within five (5) Business Days thereafter, in writing by Agent, Borrower will have no right the event the Borrowers nevertheless make such modification or alteration to modify or alter the terms of such Mortgage Loan thereafter, such Mortgage Loan shall thereupon have a Collateral Value equal to zero, and Borrower (ii) the Borrowers will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in this the Custodial Agreement. (f) In the event any Borrower or its Affiliate is servicing the Mortgage Loans, such Borrower shall permit the Agent from time to time during business hours and upon prior reasonable notice (provided, that if a Default shall have occurred and be continuing, no such notice shall be required) to inspect the Borrower's ’s or its Affiliate's ’s servicing facilities, as the case may be, for the purpose of satisfying the Agent that such Borrower or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Loan Agreement. (g) Borrower represents that each Servicing Agreement can be terminated by Borrower without cause and without payment of any termination fee or other fee upon not greater than sixty (60) days prior written notice to the Servicer thereunder. Borrower shall not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is in full force and effect and no default or event of default by Borrower exists under any Servicing Agreement, and Borrower has no knowledge of any default or event of default thereunder by the Servicer. Borrower shall, within ten (10) days following a written request by Agent, deliver to Agent true and correct copies of all Servicing Agreements.

Servicing. (a) Each Borrower covenants to maintain or cause the servicing of the Mortgage Loans to be maintained in conformity with Accepted Servicing Practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing each Borrower provides for other mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the date on which all the Secured Obligations have been paid in full, full or (iii) the transfer of servicing approved by Borrowerthe Borrowers. (b) If any of the Mortgage Loans are serviced by a Borrower, (i) such Borrower agrees that Agent the Lender is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapesfiles, copies of computer tapesfiles, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage Loans (the "SERVICING RECORDS"“Servicing Records”), and (ii) such Borrower grants Agent, for the benefit of Lender, Lender a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of each Borrower or its designee to service the Mortgage Loans in conformity with this Section and any other obligation of Borrower the Borrowers to the Lender. Borrower The Borrowers covenants to safeguard such Servicing Records and to deliver them promptly to Agent the Lender or its designee (including the Custodian) at Agent's the Lender’s request. (c) If any of the Mortgage Loans are serviced by a third party servicer other than Aames Funding Corporation (such third party servicer, the "SERVICER"“Servicer”), Borrower the Borrowers (i) shall provide a copy of the servicing agreement to Agentthe Lender, which shall be in form and substance acceptable to Agent the Lender (the "SERVICING AGREEMENT"“Servicing Agreement”), and (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit E G hereto (a "SERVICER NOTICE AND AGREEMENT"“Servicer Notice and Agreement”) and shall cause the Servicer to acknowledge and agree to the same same, and (iii) hereby irrevocably assigns to the Lender and such the Lender's ’s successors and assigns all right, title and title, interest of Borrower the Borrowers in, to and under, and the benefits of, and any Servicing Agreement with respect to the Mortgage Loans. Any successor or assignee of a Servicer shall be approved in writing by the Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's ’s assumption of servicing obligations with respect to the Mortgage Loans. (d) If the servicer Servicer of the Mortgage Loans is a Borrower or the Servicer is an Affiliate of a Borrower, such Borrower shall provide to Agent the Lender a letter from the Borrowers or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, Agent the Lender may terminate any Servicing Agreement and in any event transfer servicing to Agent's the Lender’s designee, at no cost or expense to Agentthe Lender, it being agreed that Borrower the Borrowers will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of Agentthe Lender. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, unless otherwise agreed in writing by Agent, Borrower the Borrowers will have no right to modify or alter the terms of such Mortgage Loan and Borrower the Borrowers will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in this the Custodial Agreement. (f) In the event a Borrower or its Affiliate is servicing the Mortgage Loans, such Borrower shall permit Agent the Lender to inspect such Borrower's ’s or its Affiliate's ’s servicing facilities, as the case may be, for the purpose of satisfying Agent the Lender that such Borrower or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Loan Agreement. (g) Borrower represents that each Servicing Agreement can be terminated by Borrower without cause and without payment of any termination fee or other fee upon not greater than sixty (60) days prior written notice to the Servicer thereunder. Borrower shall not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is in full force and effect and no default or event of default by Borrower exists under any Servicing Agreement, and Borrower has no knowledge of any default or event of default thereunder by the Servicer. Borrower shall, within ten (10) days following a written request by Agent, deliver to Agent true and correct copies of all Servicing Agreements.

Servicing. (a) Borrower covenants to maintain or cause 11.01 The Financed Tax Liens shall be serviced by an Approved Servicer under an Approved Servicing Agreement for the servicing benefit of the Mortgage Loans to be maintained Administrative Agent in conformity accordance with Accepted Servicing Practices in Practices. So long as no Event of Default has occurred and is continuing, Administrative Agent hereby grants Borrower and each Eligible Asset Owner a revocable license to direct the industry for Approved Servicer of the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality Eligible Assets, subject however to the servicing Borrower provides for other mortgage loans which it ownsterms and conditions of this Agreement. In Upon the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest occurrence and continuance of (i) an Event of DefaultDefault on the part of Borrower, (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing approved by Borrowersuch license shall be deemed immediately and automatically revoked. (b) If any of the Mortgage Loans are serviced by Borrower, (i) 11.02 Borrower agrees that Administrative Agent is the collateral assignee owner of all servicing records, including but not limited to any and all servicing agreementsagreements (the “Servicing Agreements”), files, documents, records, data basesdatabases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage Loans Financed Tax Liens and the Eligible Assets (collectively, the "SERVICING RECORDS"), and (ii“Servicing Records”) so long as the Financed Tax Liens are subject to this Agreement. Borrower grants Agent, for the benefit of Lender, Administrative Agent a security interest in its rights with respect to all servicing fees and rights relating to the Mortgage Loans Financed Tax Liens and the Eligible Assets and all Servicing Records to secure the obligation of Borrower to cause Servicer or its designee to service the Mortgage Loans in conformity with this Section Agreement and any other obligation of Borrower to LenderAdministrative Agent. Borrower covenants to, or to cause the related Servicer to, safeguard such Servicing Records and to deliver them promptly to Administrative Agent or its designee (including the Custodian) at Administrative Agent's ’s request. (c) If 11.03 Borrower shall not enter into, and shall not permit any Eligible Asset Owner to enter into, a Servicing Agreement other than an Approved Servicing Agreement, without the prior approval of Administrative Agent in its sole discretion. 11.04 Borrower shall cause any Servicer engaged by any Eligible Asset Owner to service the Mortgage Loans are serviced by Eligible Assets to execute a third party servicer (such third party servicerletter agreement, the "SERVICER"), Borrower (i) shall provide a copy of the servicing agreement to Agent, which shall be in form and substance acceptable to Agent (the "SERVICING AGREEMENT"), (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of attached hereto as Exhibit E hereto (M acknowledging that the Administrative Agent has been granted a "SERVICER NOTICE AND AGREEMENT") security interest in the Financed Tax Liens under this Agreement and agreeing that it shall cause the Servicer to acknowledge and agree to the same and (iii) hereby irrevocably assigns to Lender and such Lender's successors and assigns deposit all right, title and interest of Borrower in, to and under, and the benefits of, and Servicing Agreement Income with respect to the Mortgage Loans. Any successor or assignee of a Servicer shall be approved in writing by Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to Financed Tax Liens into the Collection Account within two (2) Business Days after such successor's assumption of servicing obligations with respect to the Mortgage LoansServicer’s receipt thereof. (d) If the servicer of the Mortgage Loans is Borrower or an Affiliate of Borrower, Borrower shall provide to Agent a letter from the Servicer, as the case may be, to the effect that upon 11.05 Upon the occurrence and during the continuance of an Event of Default, Administrative Agent may terminate any Servicing Agreement may, in its sole discretion, and transfer servicing in addition to Agent's designee, at no cost or expense to Agent, it being agreed that Borrower will pay any all other rights and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of Agent. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, unless otherwise agreed in writing by Agent, Borrower will have no right to modify or alter the terms of such Mortgage Loan and Borrower will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided remedies set forth in this Agreement. , (fi) In sell its right to the event Borrower Financed Tax Liens and the Eligible Assets on a servicing released basis and/or (ii) terminate the Servicer of the Financed Tax Liens and the Eligible Assets with or its Affiliate is servicing the Mortgage Loanswithout cause, Borrower shall permit Agent to inspect Borrower's or its Affiliate's servicing facilities, as the in each case may be, for the purpose of satisfying Agent that Borrower or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Agreement. (g) Borrower represents that each Servicing Agreement can be terminated by Borrower without cause and without payment of any termination fee (but subject always to the terms of the applicable Servicing Agreement). 11.06 Upon the occurrence and during the continuance of a Servicer Event of Default, Borrower and each Eligible Asset Owner (in each case as applicable) shall have the right to (i) exercise any and all rights and remedies provided in the related Servicing Agreement; (ii) designate another successor Servicer within fifteen (15) Business Days after the occurrence of such Servicer Event of Default, provided that such Servicer is reasonably acceptable to Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed); provided further that Administrative Agent, in its sole and absolute discretion, may decide to become the designated successor Servicer if no other fee upon successor Servicer is designated within such 15 day period for a period of time until a successor Approved Servicer is designated; (iii) negotiate and execute a definitive Servicing Agreement with such successor Servicer, provided such Servicer is reasonably acceptable to Administrative Agent (such approval not greater than to be unreasonably withheld, conditioned or delayed), as soon as is practicable after identifying such successor Servicer, provided however that such Servicing Agreement shall be on substantially similar terms and conditions as the Approved Servicing Agreement with the defaulting Servicer, with such modifications as are reasonably acceptable to Administrative Agent; and (iv) transfer servicing to such successor Servicer as soon as is practicable and legally permissible after identifying such successor Servicer. In the event that ▇▇▇▇▇▇▇▇ does not identify a successor Servicer within such period, or servicing is not transferred within sixty (60) days prior written notice of the related Servicer Event of Default, then (i) a Cash Sweep Period will be deemed to have occurred until a successor Approved Servicer is designated, and (ii) Administrative Agent shall have the right to terminate the Servicer thereunder. Borrower shall not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is in full force and effect appoint a successor Servicer at Borrower’s sole cost and no default or event of default by Borrower exists under any Servicing Agreement, and Borrower has no knowledge of any default or event of default thereunder by the Servicer. Borrower shall, within ten (10) days following a written request by Agent, deliver to Agent true and correct copies of all Servicing Agreementsexpense.

Servicing. (a) Borrower covenants You covenant to maintain or cause the servicing of the Mortgage Loans Collateral to be maintained in conformity with Accepted Servicing Practices accepted and prudent servicing practices in the industry for the same type of mortgage loans as the Mortgage Loans Collateral and in a manner at least equal in quality to the servicing Borrower provides you provide for other mortgage loans Collateral which it ownsyou own. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the date on which all the Secured Obligations have been paid in full, full or (iii) the transfer of servicing approved by Borrowerus. (b) If any of the Mortgage Loans are Collateral is serviced by Borroweryou, (i) Borrower agrees you agree that Agent is we are the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage Loans Collateral (the "SERVICING RECORDS"), and (ii) Borrower grants Agent, for the benefit of Lender, you grant us a security interest in all servicing fees and rights relating to the Mortgage Loans Collateral and all Servicing Records to secure the your obligation of Borrower or its your designee to service the Mortgage Loans in conformity with this Section and any other obligation of Borrower your obligations to Lenderus. Borrower covenants You covenant to safeguard such Servicing Records and to deliver them promptly to Agent us or its our designee (including the Custodian) at Agent's our request. (c) If any The Collateral consisting of the Mortgage Loans are may be serviced by a third third-party servicer (such third third-party servicer, the "SERVICER"), Borrower provided that, (i) shall you provide a copy of the servicing agreement to Agentus, which shall be in form and substance acceptable to Agent us (the "SERVICING AGREEMENT"), ; (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit E hereto (a "SERVICER NOTICE AND AGREEMENT") and shall cause the Servicer to acknowledge and agree to the same and (iii) you hereby irrevocably assigns assign to Lender us and such Lender's our successors and assigns all of your right, title and title, interest of Borrower in, to and under, and the benefits of, and any Servicing Agreement with respect to the Collateral; (iii) such Servicer is acceptable to us; (iv) the servicing fee is no greater than 1.00%, per annum, accrued on the outstanding Eligible Mortgage Loans. Any Loan balance; and (v) upon an Event of Default, we reserve the sole right to terminate the Servicer and appoint a successor or assignee of a Servicer shall be approved in writing by Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations with respect to the Mortgage LoansServicer. (d) If Upon the occurrence of an Event of Default and to the extent that you have the right to assign a successor servicer of the Mortgage Loans is Borrower or an Affiliate of Borrowerunder any Pooling and Servicing Agreement, Borrower you hereby grant and assign to us such rights. (e) You shall provide to Agent us a letter from you or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, Agent we may terminate any Servicing Agreement and transfer servicing to Agent's our designee, at no cost or expense to Agentus, it being agreed that Borrower you will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of Agentour designee. (ef) After the Funding Date, until the pledge of any Mortgage Loan Collateral is relinquished by us or the Custodian, unless otherwise agreed in writing by Agentas applicable, Borrower you will have no right to modify or alter the terms of such Mortgage Loan item of Collateral and Borrower you will have no obligation or right to repossess such Mortgage Loan Collateral or substitute another Mortgage Loanitem of Collateral, except as expressly provided herein or in this the Custodial Agreement. (fg) In the event Borrower you or its your Affiliate is servicing the Mortgage LoansCollateral, Borrower you shall permit Agent us to inspect Borrower's you or its your Affiliate's servicing facilities, as the case may be, for the purpose of satisfying Agent us that Borrower you or its your Affiliate, as the case may be, has the ability to service the Mortgage Loans Collateral as provided in this Loan and Security Agreement. (gh) Borrower represents that each Servicing Agreement can be terminated by Borrower without cause You shall indemnify and without payment of hold us harmless from any termination fee or other fee upon not greater than sixty (60) days prior written notice liability resulting from any failure on your part to the Servicer thereunder. Borrower shall not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is in full force and effect and no default or event of default by Borrower exists comply with your obligations under any Servicing Agreement, and Borrower has no knowledge of any default or event of default thereunder by the Servicer. Borrower shall, within ten (10) days following a written request by Agent, deliver to Agent true and correct copies of all Servicing Agreementsthis section.

Servicing. (a) Borrower The Seller covenants to maintain or cause the servicing of the Mortgage Purchased Loans to be maintained in conformity with Accepted Servicing Practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing Borrower provides for other mortgage loans which it ownsPractices. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) thirty (30) days after the last Purchase Date of such Purchased Loan, (iii) the date on which all the Secured Repurchase Obligations have been paid in full, full or (iiiiv) the transfer of servicing approved by Borrowerthe Seller. Upon any such termination, Seller shall comply with the requirements set forth in Section 7.31 as to the delivery of the Servicing Records and the physical servicing of each Purchased Loan. (b) If any of During the Mortgage Loans are serviced by Borrowerperiod the Seller or Servicer is servicing the Purchased Loans, (i) Borrower the Seller agrees that Agent the Buyer is the collateral assignee owner of the Servicing Rights and all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Mortgage Loans (the "SERVICING RECORDS"“Servicing Records”), and (ii) Borrower the Seller grants Agent, for the benefit of Lender, Buyer a security interest in all servicing fees and rights relating to the Mortgage Purchased Loans and all Servicing Records to secure the obligation of Borrower the Seller or its designee to service the Mortgage Loans in conformity with this Section 13.22 and any other obligation of Borrower the Seller to Lenderthe Buyer. Borrower At all times during the term of this Repurchase Agreement, the Seller covenants to safeguard hold such Servicing Records in trust for the Buyer and to safeguard, or cause each Servicer to safeguard, such Servicing Records and to deliver them, or cause any such Servicer to deliver them to the extent permitted under the related Servicing Agreement promptly to Agent the Buyer or its designee (including the Custodian) at Agent's requestthe Buyer’s request or otherwise as required by operation of Section 7.31 hereof. It is understood and agreed by the parties that prior to an Event of Default, the Seller, as servicer shall retain the servicing fees with respect to the Purchased Loans. (c) If the Purchased Loans are, at any time during the term of the Mortgage Loans are this Repurchase Agreement, serviced by PennyMac Loan Services, LLC or a third party servicer (PennyMac Loan Services, LLC or such third party servicer, the "SERVICER"“Servicer”), Borrower such Servicer must be acceptable to RHS, ▇▇▇▇▇▇ Mae, ▇▇▇▇▇▇▇ Mac, FHA or VA, as applicable, and each Seller (i) shall provide a copy of the servicing agreement to Agentthe Buyer, which shall be in form and substance acceptable to Agent the Buyer (the "SERVICING AGREEMENT"“Servicing Agreement”), and (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit E G hereto (a "SERVICER NOTICE AND AGREEMENT"“Servicer Notice and Agreement”) and shall cause the Servicer to acknowledge and agree to the same and (iii) hereby irrevocably assigns to Lender and such Lender's successors and assigns all right, title and interest of Borrower in, to and under, and the benefits of, and Servicing Agreement with respect to the Mortgage Loanssame. Any successor or assignee of a Servicer shall be approved in writing by Lender the Buyer and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's ’s assumption of servicing obligations with respect to the Mortgage Loans. Any transfer of servicing of Mortgage Loans to any Servicer in accordance with this Section 13.22(c), shall be subject to the Buyer’s ownership and security interest in the Servicing Rights, (including, without limitation, the security interest created under Section 4.01(b)), the Buyer’s security interest in any payments received or to be received by the Seller in connection with such transfer or to any payments of any kind with respect to the Mortgage Loans being serviced by the Servicer and such transfer shall be subject to the Buyer’s right to terminate the Servicing Agreement with such transferee and to cause such transferee to transfer the servicing rights to the Buyer’s designee, in each case as more particularly set forth in this Section 13.22(c). (d) If the servicer Servicer of the Mortgage Purchased Loans is Borrower the Seller or the Servicer is an Affiliate of Borrowerthe Seller, Borrower the Seller shall provide to Agent the Buyer a letter from the Seller or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, Agent the Buyer may terminate any Servicing Agreement and in any event transfer servicing to Agent's the Buyer’s designee, at no cost or expense to Agentthe Buyer, it being agreed that Borrower the Seller will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of Agentthe Buyer. (e) In addition to the rights provided in Section 13.22(a), the Buyer shall have the right, exercisable at any time in its sole discretion, upon written notice, to terminate the Seller or any Servicers as servicer, respectively, of any Purchased Loans and any related Servicing Agreement. Upon any such termination, the Seller shall transfer or shall cause Servicer to transfer such servicing with respect to such Purchased Loans to the Buyer or its designee, at no cost or expense to the Buyer. The Seller agrees to cooperate with the Buyer in connection with the transfer of servicing. (f) After the Funding DatePurchase Date for any Purchased Loan, until such Purchased Loan is repurchased by the pledge of any Mortgage Loan Seller and possession thereof is relinquished by the Custodian, unless otherwise agreed in writing by Agent, Borrower the Seller will have no right to modify or alter the terms of such Mortgage Purchased Loan and Borrower the Seller will have no obligation or right to repossess such Mortgage Purchased Loan or substitute another Mortgage Purchased Loan, except as provided in this the Custodial Agreement. (fg) In the event Borrower the Seller or its Affiliate is servicing the Mortgage Purchased Loans, Borrower the Seller shall permit Agent the Buyer from time to time to inspect Borrower's the Seller’s or its Affiliate's ’s servicing facilities, as the case may be, for the purpose of satisfying Agent the Buyer that Borrower the Seller or its Affiliate, as the case may be, has the ability to service the Purchased Loans as provided in this Repurchase Agreement; provided that, prior to a Default or Event of Default, such inspection shall be subject to prior reasonable notice and shall be conducted during normal business hours. (h) The Buyer shall have the right in its sole discretion to appoint a third party to perform due diligence with respect to the Seller’s or the Servicer’s servicing facilities at any time. The Seller shall cooperate with the Buyer and/or its designees to provide access to the Seller’s or the Servicer’s servicing facilities including without limitation its books and records with respect to the Seller’s or the Servicer’s servicing portfolio and the Purchased Loans. In addition to the foregoing, the Seller shall permit the Buyer, or cause the Servicer to permit the Buyer, to inspect upon reasonable prior written notice at a mutually convenient time, the Seller’s, the Servicer’s or their Affiliate’s servicing facilities, as the case may be, for the purpose of satisfying the Buyer that the Seller, the Servicer or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Agreement. (g) Borrower represents that each Servicing Agreement can be terminated by Borrower without . In addition, with respect to any Servicer which is not an Affiliate of the Seller, the Seller shall use its best efforts to enable the Buyer to inspect the servicing facilities of such Servicer and to cause and without payment of such Servicer to cooperate with the Buyer and/or its designees in connection with any termination fee or other fee upon not greater than sixty (60) days prior written notice to the Servicer thereunder. Borrower shall not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is in full force and effect and no default or event of default by Borrower exists under any Servicing Agreement, and Borrower has no knowledge of any default or event of default thereunder due diligence performed by the ServicerBuyer and/or such designees in accordance with this Section 13.22(h). Borrower shall, within ten (10The Seller and the Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by the Buyer in connection with any due diligence or inspection performed pursuant to this Section 13.22(h) days following a written request shall be paid by Agent, deliver to Agent true and correct copies of all Servicing Agreementsthe Buyer.

Servicing. (a) Borrower Seller covenants to maintain or cause the servicing of the Mortgage Loans to be maintained in conformity with Accepted Servicing Practices accepted and prudent servicing practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing Borrower Seller provides for other mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the date on which all the Secured Obligations have been paid in full, this Agreement terminates or (iii) the transfer of servicing approved by BorrowerBuyer. (b) If any of the Mortgage Loans are serviced by BorrowerSeller, (i) Borrower Seller agrees that Agent Buyer is the collateral assignee owner of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of the Mortgage Loans (the "SERVICING RECORDSServicing Records"), and (ii) Borrower grants Agent, for the benefit of Lender, a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of Borrower or its designee to service the Mortgage Loans in conformity with this Section and any other obligation of Borrower to Lender. Borrower Seller covenants to safeguard such Servicing Records and to deliver them promptly to Agent Buyer or its designee (including the Custodian) at AgentBuyer's request. (c) If any of the Mortgage Loans are serviced by a third party servicer person other than Seller (such third party servicer, the "SERVICERServicer"), Borrower Seller (i) shall shall, in accordance with Section (3)(b)(7), provide a copy of the servicing agreement to AgentBuyer, which shall be in form and substance acceptable to Agent Buyer (the "SERVICING AGREEMENTServicing Agreement"), (ii) and shall provide a Servicer Notice and Agreement to the Servicer Buyer substantially in the form of Exhibit E hereto (a "SERVICER NOTICE AND AGREEMENT") VII hereto, fully executed by such Seller Entity and shall cause the Servicer to acknowledge and agree to the same Servicer; and (iiiii) hereby irrevocably assigns to Lender Buyer and such LenderBuyer's successors and assigns all right, title and interest of Borrower Seller in, to and under, and the benefits of, and any Servicing Agreement with respect to the Mortgage Loans. Any successor or assignee of a Servicer Seller agrees that no Person shall be approved in writing by Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of assume the servicing obligations with respect to the Mortgage LoansLoans as successor to the Servicer unless such successor is approved in writing by Buyer prior to such assumption of servicing obligations. (d) If the servicer of the Mortgage Loans is Borrower or an Affiliate of BorrowerSeller, Borrower shall provide to Agent a letter from the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, Agent may Buyer shall have the right to terminate any Servicing Agreement Seller as servicer of the Mortgage Loans and transfer servicing to AgentBuyer's designeedesignated Servicer, at no cost or expense to AgentBuyer, at any time thereafter. If the Servicer of the Mortgage Loans is not Seller, Buyer shall have the right, as contemplated in the applicable Servicer Notice, upon the occurrence of an Event of Default, to terminate any applicable Servicing Agreement and transfer servicing to Buyer's designated Servicer, at no cost or expense to Buyer, it being agreed that Borrower Seller will pay any and all fees required to terminate the such Servicing Agreement and to effectuate the transfer of servicing Buyer's designated Servicer, as well as any servicing fees and expenses payable to the designee of Agentsuch Servicer. (e) After the Funding Purchase Date, until the pledge repurchase of any Mortgage Loan is relinquished by the CustodianLoan, unless otherwise agreed in writing by Agent, Borrower Seller will have no right to modify or alter the terms of such Mortgage Loan and Borrower Seller will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, in each case except as provided in this the Custodial and Disbursement Agreement. (f) In the event Borrower Seller or its Affiliate is servicing the Mortgage Loans, Borrower Seller shall permit Agent Buyer to inspect BorrowerSeller's or its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying Agent Buyer that Borrower Seller or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Agreement. (g) Borrower represents that each Servicing Agreement can be terminated by Borrower without cause and without payment of any termination fee or other fee upon not greater than sixty (60) days prior written notice to the Servicer thereunder. Borrower shall not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is in full force and effect and no default or event of default by Borrower exists under any Servicing Agreement, and Borrower has no knowledge of any default or event of default thereunder by the Servicer. Borrower shall, within ten (10) days following a written request by Agent, deliver to Agent true and correct copies of all Servicing Agreements.

Servicing. (a) Borrower covenants Seller and Servicer covenant to maintain or cause the servicing of the Mortgage Purchased Loans to be maintained in conformity with Accepted Servicing Practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality pursuant to the servicing Borrower provides for other mortgage loans which it ownsrelated underlying Servicing Agreement. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) the termination thereof by Buyer pursuant to subsection (d) below, (ii) thirty (30) days after the last Purchase Date of such Purchased Loan, (iii) a Default or an Event of Default, (iiiv) the date on which all the Secured Obligations have been paid in full, or (iiiv) the transfer of servicing to any entity approved by BorrowerBuyer and the assumption thereof by such entity. Upon any such termination, Seller and Servicer, as applicable, shall comply with the requirements set forth in Section 13(hh) as to the delivery of the Servicing Records and the physical servicing of each Purchased Loan. (b) If During any of the Mortgage Loans are serviced by Borrowerperiod Seller or Servicer is servicing any Purchased Loans, (i) Borrower agrees Seller and Servicer agree that Agent Buyer is the collateral assignee owner of the Servicing Rights and all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage such Loans (the "SERVICING RECORDS"“Servicing Records”), and (ii) Borrower Servicer grants Agent, for the benefit of Lender, Buyer a security interest in all servicing fees and rights relating to the Mortgage Purchased Loans and all Servicing Records to secure the obligation of Borrower Seller, Servicer or its designee any Subservicer to service the Mortgage Loans in conformity with this Section 43 and any other obligation of Borrower Seller and/or Servicer to LenderBuyer. Borrower At all times during the term of this Agreement, Servicer covenants to safeguard hold such Servicing Records in trust for Buyer and to safeguard, or cause each Subservicer to safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the related Servicing Agreement promptly to Agent Buyer or its designee (including the Custodian) at Agent's requestBuyer’s request or otherwise as required by operation of Section 13(hh) hereof. It is understood and agreed by the parties that prior to an Event of Default, Servicer may retain the servicing fees with respect to the Purchased Loans. (c) If any of the Mortgage Loans are Loan that is proposed to be sold on a Purchase Date is serviced by a third party servicer other than Seller or Servicer (such third party including any interim servicer, the "SERVICER") (a “Subservicer”), Borrower (i) or if the servicing of any Purchased Loan is to be transferred to a Subservicer, Seller shall provide a copy of the related servicing agreement and an Instruction Letter executed by such Subservicer (collectively, the “Servicing Agreement”) to AgentBuyer at least three (3) Business Days prior to such Purchase Date or transfer date, as applicable, which Servicing Agreement shall be in form and substance acceptable to Agent (Buyer. In addition, Seller shall have obtained the "SERVICING AGREEMENT"), (ii) shall provide a Servicer Notice and Agreement prior written consent of Buyer for such Subservicer to subservice the Servicer substantially in the form of Exhibit E hereto (a "SERVICER NOTICE AND AGREEMENT") and shall cause the Servicer to acknowledge and agree to the same and (iii) hereby irrevocably assigns to Lender and such Lender's successors and assigns all right, title and interest of Borrower in, to and under, and the benefits of, and Servicing Agreement with respect to the Mortgage Loans. Any successor or assignee of a Servicer shall be approved in writing by Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations with respect to the Mortgage Loans. (d) If In addition to the rights provided in Section 43(a), Buyer shall have the right, exercisable at any time in its sole discretion, upon written notice, to terminate Seller, Servicer or any Subservicers as servicer or subservicer, respectively, and any related Servicing Agreement. With respect to any Servicing Rights, any such termination shall be effective as of the Mortgage date that occurs thirty (30) days after the last Purchase Date. Upon the effectiveness of any such termination, Servicer shall transfer or shall cause Subservicer to transfer such servicing with respect to such Purchased Loans is Borrower to Buyer or an Affiliate of Borrower, Borrower shall provide to Agent a letter from the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, Agent may terminate any Servicing Agreement and transfer servicing to Agent's its designee, at no cost or expense to AgentBuyer. Seller and Servicer, it being agreed that Borrower will pay any and all fees required as applicable, agree to terminate the Servicing Agreement and to effectuate cooperate with Buyer in connection with the transfer of servicing to the designee of Agentservicing. (e) After Buyer shall have the Funding Dateright in its sole discretion to appoint a third party to perform due diligence with respect to Servicer’s servicing facilities at any time. Servicer shall cooperate with Buyer and/or its designees to provide access to Servicer’s servicing facilities including without limitation its books and records with respect to Servicer’s servicing portfolio and the Purchased Loans. In addition to the foregoing, until the pledge of any Mortgage Loan is relinquished by the Custodian, unless otherwise agreed in writing by Agent, Borrower will have no right to modify or alter the terms of such Mortgage Loan and Borrower will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in this Agreement. (f) In the event Borrower or its Affiliate is servicing the Mortgage Loans, Borrower Servicer shall permit Agent Buyer to inspect Borrower's or its Affiliate's upon reasonable prior written notice at a mutually convenient time, Servicer’s servicing facilities, as the case may be, for the purpose of satisfying Agent Buyer that Borrower or its Affiliate, as the case may be, Servicer has the ability to service the Mortgage Loans as provided in this Agreement. (g) Borrower represents that each Servicing Agreement can be terminated by Borrower without cause and without payment of any termination fee or other fee upon not greater than sixty (60) days prior written notice to the Servicer thereunder. Borrower shall not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is in full force and effect and no default or event of default by Borrower exists under any Servicing Agreement. In addition, with respect to any Subservicer which is not an Affiliate of Servicer, Servicer shall use its best efforts to enable Buyer to inspect the servicing facilities of such Subservicer and Borrower has no knowledge of to cause such Subservicer to cooperate with Buyer and/or its designees in connection with any default due diligence performed by Buyer and/or such designees in accordance with this Section 43(e). Seller and Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with any due diligence or event of default thereunder inspection performed pursuant to this Section 43(e) shall be paid by the Servicer. Borrower shall, within ten (10) days following a written request by Agent, deliver to Agent true and correct copies of all Servicing AgreementsBuyer.

Servicing. (a) Borrower covenants to maintain or cause the servicing of the Mortgage Loans Collateral to be maintained with respect to each type of Collateral pledged to Lender hereunder in conformity with Accepted Servicing Practices accepted and prudent servicing practices in the industry for the such same type of mortgage loans as the Mortgage Loans Collateral and in a manner at least equal in quality to the servicing Borrower provides for other mortgage loans assets similar to such Collateral which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the date on which all the Secured Obligations have been paid in full, full or (iii) the transfer of servicing approved by BorrowerBorrower and Lender, which Lender's consent shall not be unreasonably withheld. Midland Loan Services, Inc. ("Midland") shall be the initial servicer. (b) If the Collateral, or any of the Mortgage Loans are portion thereof, is serviced by Borrower, (i) Borrower agrees that Agent Lender is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage Loans such Collateral (the "SERVICING RECORDSServicing Records"), and (ii) Borrower grants Agent, for the benefit of Lender, Lender a security interest in all servicing fees and rights relating to the Mortgage Loans such Collateral and all Servicing Records to secure the obligation of Borrower or its designee to service the Mortgage Loans in conformity with this Section and any other obligation of Borrower to Lender. Borrower covenants to safeguard such Servicing Records and to deliver them promptly to Agent Lender or its designee (including the Custodian) at AgentLender's request. (c) If the Collateral, or any of the Mortgage Loans are portion thereof, is serviced by a third party servicer (such third party servicer, the "SERVICERServicer"), Borrower (i) shall provide a copy of the servicing agreement to AgentLender, which shall be in form and substance acceptable to Agent Lender (the "SERVICING AGREEMENTServicing Agreement"), ; and (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit E hereto (a "SERVICER NOTICE AND AGREEMENT") and shall cause the Servicer to acknowledge and agree to the same and (iii) hereby irrevocably assigns to Lender and such Lender's successors and assigns all right, title and title, interest of Borrower in, to and under, and the benefits of, and any Servicing Agreement with respect to the Mortgage Loanssuch Collateral. Any successor or assignee of a to the Servicer shall be approved in writing by Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations with respect to such Collateral. The Travelers Real Estate Investment Group ("Travelers") is hereby approved as a Servicer, subject to (x) there having occurred no materially adverse change in Travelers' ability to perform as Servicer prior to the Mortgage Loansdate of Lender's approval hereunder of any servicing agreement between Borrower and Travelers and (y) the satisfaction by Borrower of clause (i) hereof and the delivery by Borrower to Lender of such additional documentation as Lender may require to further evidence the security interest granted to Lender by Borrower in Borrower's interest in any servicing agreement entered into between Borrower and Travelers. (d) If the servicer of the Mortgage Loans is Borrower or an Affiliate of Borrower, Borrower shall provide to Agent Lender a letter from Borrower (if Borrower is the Servicer) or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, Agent Lender may terminate any Servicing Agreement and transfer servicing to Agent's its designee, at no cost or expense to AgentLender, it being agreed that Borrower will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of AgentLender. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, unless otherwise agreed in writing by Agent, Borrower will have no right to modify or alter the terms of such Mortgage Loan and Borrower will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in this Agreement. (f) In the event Borrower or its Affiliate is servicing the Mortgage Loans, Borrower shall permit Agent to inspect Borrower's or its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying Agent that Borrower or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Agreement. (g) Borrower represents that each Servicing Agreement can be terminated by Borrower without cause and without payment of any termination fee or other fee upon not greater than sixty (60) days prior written notice to the Servicer thereunder. Borrower shall not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is in full force and effect and no default or event of default by Borrower exists under any Servicing Agreement, and Borrower has no knowledge of any default or event of default thereunder by the Servicer. Borrower shall, within ten (10) days following a written request by Agent, deliver to Agent true and correct copies of all Servicing Agreements.

Servicing. (a) Each Borrower covenants covenant to maintain or cause the servicing of the Mortgage Loans to be maintained in conformity with Accepted Servicing Practices accepted and prudent servicing practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing Borrower provides the Borrowers provide for other mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the date on which all the Secured Obligations have been paid in full, full or (iii) the transfer of servicing approved by Borrowerthe Borrowers. (b) If any of the Mortgage Loans are serviced by a Borrower, (i) such Borrower agrees that Agent the Lender is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage Loans (the "SERVICING RECORDSServicing Records"), and (ii) such Borrower grants Agent, for the benefit of Lender, Lender a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of each Borrower or its designee to service the Mortgage Loans in conformity with this Section and any other obligation of Borrower the Borrowers to the Lender. Borrower covenants The Borrowers covenant to safeguard such Servicing Records and to deliver them promptly to Agent the Lender or its designee (including the Custodian) at Agentthe Lender's request. (c) If any of the Mortgage Loans are serviced by a third party servicer (such third party servicer, the "SERVICERServicer"), Borrower the Borrowers (i) shall provide a copy of the servicing agreement to Agentthe Lender, which shall be in form and substance acceptable to Agent the Lender (the "SERVICING AGREEMENTServicing Agreement"), and (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit E H hereto (a "SERVICER NOTICE AND AGREEMENTServicer Notice") and shall cause the Servicer to acknowledge and agree to the same and (iii) hereby irrevocably assigns to Lender and such Lender's successors and assigns all right, title and interest of Borrower in, to and under, and the benefits of, and Servicing Agreement with respect to the Mortgage Loanssame. Any successor or assignee of a Servicer shall be approved in writing by the Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations with respect to the Mortgage Loans. (d) If the servicer of the Mortgage Loans is a Borrower or the Servicer is an Affiliate of a Borrower, such Borrower shall provide to Agent the Lender a letter from the Borrower or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, Agent the Lender may terminate any Servicing Agreement and in any event transfer servicing to Agentthe Lender's designee, at no cost or expense to Agentthe Lender, it being agreed that Borrower the Borrowers will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of Agentthe Lender. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, unless otherwise agreed in writing by Agent, Borrower the Borrowers will have no right to modify or alter the terms of such Mortgage Loan and Borrower the Borrowers will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in this the Custodial Agreement. (f) In the event a Borrower or its Affiliate is servicing the Mortgage Loans, such Borrower shall permit Agent the Lender from time to time to inspect such Borrower's or its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying Agent the Lender that such Borrower or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Loan Agreement. (g) Borrower represents that each Servicing Agreement can be terminated by Borrower without cause and without payment of any termination fee or other fee upon not greater than sixty (60) days prior written notice to the Servicer thereunder. Borrower shall not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is in full force and effect and no default or event of default by Borrower exists under any Servicing Agreement, and Borrower has no knowledge of any default or event of default thereunder by the Servicer. Borrower shall, within ten (10) days following a written request by Agent, deliver to Agent true and correct copies of all Servicing Agreements.

Servicing. (a) Borrower covenants to maintain or cause Notwithstanding the servicing purchase and sale of the Mortgage Purchased Loans by Seller to Buyer hereunder, Midland Loan Services, Inc. or, with the consent of Buyer (which consent shall not unreasonably be maintained in conformity with Accepted Servicing Practices in withheld), an Affiliate of Seller ("Servicer") shall continue to service the industry Purchased Loans at Seller's sole cost and for the same type benefit of mortgage loans as Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Mortgage Purchased Loans and in a manner at least equal in quality prior to the servicing Borrower provides for other mortgage loans which it owns. In the event Repurchase Date pursuant to Section 8 or 17 of this Annex I, Buyer's assigns; provided, however, that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract obligations of Seller to service any of the Purchased Loans shall terminate cease automatically upon the earliest of (i) an Event of Default, (ii) the date on which the aggregate Repurchase Price for the Portfolio Loans together with all the Secured Obligations accrued and unpaid Price Differential, unpaid Costs and other amounts payable by Seller to Buyer hereunder have been paid in full, full or (iii) the transfer of servicing approved by BorrowerSeller and Buyer, which Buyer's consent shall not be unreasonably withheld. Seller shall service and shall cause the Servicer to service the Purchased Loans in accordance with Accepted Servicing Practices. (b) If any of the Mortgage Loans are serviced by Borrower, (i) Borrower Seller agrees that Agent Buyer is the collateral assignee owner of all servicing records, including but not limited to any and all servicing agreementsagreements (the "Servicing Agreements"), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage Purchased Loans (the "SERVICING RECORDSServicing Records"), and (ii) Borrower grants Agent, for so long as the benefit of Lender, a security interest in all servicing fees and rights relating Purchased Loans are subject to the Mortgage Loans and all Servicing Records to secure the obligation of Borrower or its designee to service the Mortgage Loans in conformity with this Section and any other obligation of Borrower to LenderAgreement. Borrower Seller covenants to safeguard such Servicing Records and to deliver them promptly to Agent Buyer or its designee (including the Custodian) at AgentBuyer's request. (c) If any of the Mortgage Loans are serviced by a third party servicer (such third party servicer, the "SERVICER"), Borrower (i) shall provide a copy of the servicing agreement to Agent, which shall be in form and substance acceptable to Agent (the "SERVICING AGREEMENT"), (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit E hereto (a "SERVICER NOTICE AND AGREEMENT") and shall cause the Servicer to acknowledge and agree to the same and (iii) hereby irrevocably assigns to Lender and such Lender's successors and assigns all right, title and interest of Borrower in, to and under, and the benefits of, and Servicing Agreement with respect to the Mortgage Loans. Any successor or assignee of a Servicer shall be approved in writing by Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations with respect to the Mortgage Loans. (d) If the servicer of the Mortgage Loans is Borrower or an Affiliate of Borrower, Borrower shall provide to Agent a letter from the Servicer, as the case may be, to the effect that upon Upon the occurrence and continuance of an Event of Default, Agent may Buyer may, in its sole discretion, (i) sell its right to the Purchased Loans on a servicing released basis or (ii) terminate Servicer or any Servicing Agreement and transfer servicing sub-servicer of the Purchased Loans with or without cause, in each case without payment of any termination fee or such other costs or expenses to Agent's designee, at no cost or expense to AgentBuyer, it being agreed that Borrower Seller will pay any and all fees fees, costs and expenses required to terminate the Servicing Agreement and to effectuate the a transfer of servicing to the a designee of Agentthe Buyer; provided, however, that Buyer shall cause any successor servicer to deliver to Seller reports generated for Buyer relating to the Purchased Loans. (d) Seller shall not, and shall not permit Servicer to, employ sub-servicers to service the Purchased Loans without the prior written approval of Buyer which shall not be unreasonably withheld. If the Purchased Loans are serviced by a sub-servicer, Seller shall irrevocably assign all rights, title and interest in the Servicing Agreements with such sub-servicer to Buyer. (e) After Seller shall cause Servicer and any sub-servicers engaged by Seller to execute a letter agreement with Buyer acknowledging Buyer's security interest in the Funding DatePurchased Loans and the Servicing Agreements and agreeing that each such sub-servicer shall deposit all Income with respect to the Purchased Loans in the Blocked Account, until the pledge of any Mortgage Loan is relinquished by the Custodian, unless otherwise agreed all in writing by Agent, Borrower will have no right such manner as shall be reasonably acceptable to modify or alter the terms of such Mortgage Loan and Borrower will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in this AgreementBuyer. (f) In the event Borrower Seller or its Affiliate is servicing the Mortgage Loansany Purchased Loan, Borrower Seller shall permit Agent Buyer to inspect BorrowerSeller's or its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying Agent Buyer that Borrower Seller or its Affiliate, as the case may be, has the ability to service the Mortgage such Purchased Loans as provided in this the Agreement. (g) Borrower represents that each Servicing Agreement can be terminated by Borrower without Seller shall cause and without payment of any termination fee or other fee upon not greater than sixty (60) days prior written notice to the Servicer thereunder. Borrower shall not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that to provide a copy of each Servicing Agreement is in full force report and effect and no default or event of default by Borrower exists under any Servicing Agreement, and Borrower has no knowledge of any default or event of default thereunder by the Servicer. Borrower shall, within ten (10) days following a written request by Agent, deliver notice sent to Agent true and correct copies of all Servicing AgreementsSeller to be sent to Buyer concurrently therewith.

Servicing. (a) Borrower Seller covenants to maintain or cause the servicing of the Mortgage Loans Transaction Assets to be maintained in conformity with Accepted Servicing Practices accepted and prudent servicing practices in the industry for the same type of mortgage loans as the Mortgage Loans Transaction Assets and in a manner at least equal in quality to the servicing Borrower Seller provides for other mortgage loans assets similar to the Transaction Assets which it Seller owns. In the event that the preceding language is interpreted as constituting one or more servicing contractscontracts between Buyer and Seller, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the date on which all the Secured Repurchase Obligations have been paid in full, full or (iii) the transfer of servicing approved by BorrowerSeller. (b) If any of the Mortgage Loans Transaction Assets are serviced by BorrowerSeller, (i) Borrower Seller agrees that Agent Buyer is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage Loans the Transaction Asset (the "SERVICING RECORDS"“Servicing Records”), and (ii) Borrower Seller grants Agent, for the benefit of Lender, Buyer a security interest in all servicing fees and rights relating to the Mortgage Loans Transaction Assets and all Servicing Records to secure the obligation of Borrower Seller or its designee to service the Mortgage Loans in conformity with this Section and any other obligation of Borrower Seller to LenderBuyer. Borrower Seller covenants to safeguard such Servicing Records and to deliver them promptly to Agent Buyer or its designee (including the Custodian) at AgentBuyer's request. (c) If any of the Mortgage Loans Transaction Assets are serviced by a third party servicer (such third party servicerServicer, the "SERVICER"), Borrower Seller (i) shall provide a copy of the servicing agreement to AgentBuyer, which shall be in form and substance acceptable to Agent Buyer (the "SERVICING AGREEMENT"“Servicing Agreement”), and (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit E G hereto (a "SERVICER NOTICE AND AGREEMENT"“Servicer Notice”) and shall cause the Servicer to acknowledge and agree to the same and (iii) hereby irrevocably assigns to Lender and such Lender's successors and assigns all right, title and interest of Borrower in, to and under, and the benefits of, and Servicing Agreement with respect to the Mortgage Loanssame. Any successor or assignee of a Servicer shall be approved in writing by Lender Buyer and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations with respect to the Mortgage LoansTransaction Assets. (d) For the avoidance of doubt, Seller shall not retain any economic rights to the servicing other than Seller's rights, if any, under the Servicing Agreement. As such, Seller expressly acknowledges that the Transaction Assets are sold to Buyer on a “servicing released” basis with such servicing retained by Seller or, if the relevant Transaction Asset is serviced by a Servicer, the Servicer in respect of that Transaction Asset. (e) If the servicer of the Mortgage Loans Transaction Assets is Borrower or an Affiliate of BorrowerSeller, Borrower Seller shall provide to Agent Buyer a letter from Seller or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, Agent Buyer may terminate any Servicing Agreement and in any event transfer servicing to AgentBuyer's designee, at no cost or expense to AgentBuyer, it being agreed that Borrower Seller will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of AgentBuyer. (ef) After the Funding Purchase Date, until the pledge of any Mortgage Loan is rights to the Transaction Assets under the Transaction Documents are relinquished by the Custodian, unless otherwise agreed in writing by Agent, Borrower Seller will have no right to modify or alter the terms of such Mortgage Loan Transaction Assets and Borrower Seller will have no obligation or right to repossess such Mortgage Loan Transaction Assets or substitute another Mortgage LoanTransaction Asset, except as provided in this the Custodial Agreement. (fg) In the event Borrower or its Affiliate Seller is servicing the Mortgage LoansTransaction Assets, Borrower Seller shall permit Agent Buyer from time to time to inspect BorrowerSeller's or its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying Agent Buyer that Borrower Seller or its Affiliate, as the case may be, has the ability to service the Mortgage Loans Transaction Assets as provided in this Agreement. (gh) Borrower represents that each Servicing Agreement can be terminated by Borrower without At all times when Seller or a Servicer is servicing the Transaction Asset, Seller shall cause and without payment of any termination fee or other fee upon not greater than sixty (60) days prior written notice such party to the Servicer thereunder. Borrower shall not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is in full force and effect and no default or event of default by Borrower exists under any Servicing Agreement, and Borrower has no knowledge of any default or event of default thereunder by the Servicer. Borrower shall, within ten (10) days following a written request by Agent, deliver to Agent true and correct copies of all Servicing AgreementsBuyer a monthly servicing update in such form as Buyer may reasonably require.

Servicing. (a) Borrower Subject to Section 43(d) below, Seller covenants to maintain or cause the servicing of the Mortgage Purchased Loans to be maintained in conformity with Accepted Servicing Practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality pursuant to the servicing Borrower provides for other mortgage loans which it ownsrelated underlying Servicing Agreement. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) the termination thereof by Buyer pursuant to subsection (d) below, (ii) thirty (30) days after the last Purchase Date of such Purchased Loan, (iii) a Default or an Event of Default, (iiiv) the date on which all the Secured Obligations have been paid in full, or (iiiv) the transfer of servicing to any entity approved by BorrowerBuyer and the assumption thereof by such entity or (vi) upon written notice from Buyer to Seller which may be provided by Buyer at any time in its sole discretion. (b) If any of During the Mortgage Loans are serviced by Borrowerperiod Seller is servicing the Purchased Loans, (i) Borrower Seller agrees that Agent Buyer is the collateral assignee owner of all servicing recordsServicing Records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage such Loans (the "SERVICING RECORDS"“Servicing Records”), and (ii) Borrower Seller grants Agent, for the benefit of Lender, Buyer a security interest in all servicing fees and rights relating to the Mortgage Purchased Loans and all Servicing Records to secure the obligation of Borrower Seller or its designee to service the Mortgage Loans in conformity with this Section 43 and any other obligation of Borrower Seller to LenderBuyer. Borrower At all times during the term of this Agreement, Seller covenants to safeguard hold such Servicing Records in trust for Buyer and to safeguard, or cause each Subservicer to safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the related Servicing Agreement promptly to Agent Buyer or its designee (including the Custodian) at Agent's requestBuyer’s request or otherwise as required by operation of Section 13(hh) hereof. It is understood and agreed by the parties that prior to an Event of Default, Seller, as servicer shall retain the servicing fees with respect to the Purchased Loans. (c) If any of the Mortgage Loans are Loan that is proposed to be sold on a Purchase Date is serviced by a third party servicer other than Seller (such third party servicer, the "SERVICER"“Subservicer”), Borrower (i) or if the servicing of any Purchased Loan is to be transferred to a Subservicer, Seller shall provide a copy of the related servicing agreement with an Instruction Letter executed by such Subservicer (collectively, the “Servicing Agreement”) to AgentBuyer at least three (3) Business Days prior to such Purchase Date or transfer date, as applicable, which Servicing Agreement shall be in form and substance acceptable to Agent (Buyer. In addition, Seller shall have obtained the "SERVICING AGREEMENT")prior written consent of Buyer for such Subservicer to subservice the Loans, (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially which consent may be withheld in the form of Exhibit E hereto (a "SERVICER NOTICE AND AGREEMENT") and shall cause the Servicer to acknowledge and agree to the same and (iii) hereby irrevocably assigns to Lender and such Lender's successors and assigns all right, title and interest of Borrower in, to and under, and the benefits of, and Servicing Agreement with respect to the Mortgage LoansBuyer’s sole discretion. Any successor or assignee of a Servicer All Subservicers shall be approved in writing by Lender and listed on Schedule 5 attached hereto. Initially, Seller shall acknowledge and agree to not use a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations with respect to the Mortgage LoansSubservicer. (d) If Buyer shall have the right, exercisable at any time in its sole discretion, upon written notice, to terminate any of Seller or Subservicer as servicer or subservicer, respectively of any of the Mortgage Purchased Loans is Borrower or an Affiliate of Borrower, Borrower shall provide to Agent a letter from the Servicer, as the case may be, and any related Servicing Agreement (to the effect that upon the occurrence of an Event of Default, Agent may terminate any extent permitted therein). Any Servicing Agreement shall be terminable at will by Buyer and shall be terminable under each of the conditions set forth in Section 13(hh) hereof. Upon any such termination, Seller shall transfer or shall cause the Subservicer to transfer such servicing with respect to Agent's such Purchased Loans to Buyer or its designee, at no cost or expense to Agent, it being agreed that Borrower will pay any and all fees required Buyer. Seller agrees to terminate the Servicing Agreement and to effectuate cooperate with Buyer in connection with the transfer of servicing to the designee of Agentservicing. (e) After the Funding Purchase Date, until the pledge of any Mortgage Loan is relinquished by the CustodianRepurchase Date, unless otherwise agreed in writing by Agent, Borrower Seller will have no right to modify or alter the terms of such Mortgage the Loan or consent to the modification or alteration of the terms of any Loan, and Borrower Seller will have no obligation or right to repossess such Mortgage any Loan or substitute another Mortgage Loan, except as provided in this any Custodial Agreement. (f) In the event Borrower or its Affiliate is servicing the Mortgage Loans, Borrower Seller shall permit Agent Buyer to inspect Borrower's upon reasonable prior written notice at a mutually convenient time, Seller’s or its Affiliate's ’s servicing facilities, as the case may be, for the purpose of satisfying Agent Buyer that Borrower Seller or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Agreement. In addition, with respect to any Subservicer which is not an Affiliate of Seller, Seller shall use its best efforts to enable Buyer to inspect the servicing facilities of such Subservicer. (g) Borrower represents that each Servicing Agreement can be terminated by Borrower without cause and without payment Following the origination of any termination fee or other fee upon Purchased Loan that has not greater than sixty (60) days prior written notice been repurchased, Seller shall make all Principal Advances and Servicing Advances as required under the related Mortgage, Note and the HECM Handbook, as applicable, and any increase to the Servicer thereunderprincipal balance of such Purchased Loan as a result of any such Principal Advances and Servicing Advances shall automatically become subject to the same Transaction to which such Purchased Loan is subject. Borrower Notwithstanding anything to the contrary herein, in no event shall Buyer have any obligation to fund, or reimburse Seller for any such Principal Advances or Servicing Advances made after the origination of such Purchased Loan, which obligations shall be retained by Seller, and such Principal Advances or Servicing Advances after the Purchase Date shall not modify increase the Purchase Price or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is in full force and effect and no default or event Repurchase Price of default by Borrower exists under any Servicing Agreement, and Borrower has no knowledge of any default or event of default thereunder by the Servicer. Borrower shall, within ten (10) days following a written request by Agent, deliver to Agent true and correct copies of all Servicing Agreementssuch Purchased Loan.

Servicing. (a) Borrower covenants Sellers and Servicer covenant to maintain or cause the servicing of the Mortgage Purchased Loans to be maintained in conformity with Accepted Servicing Practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality pursuant to the servicing Borrower provides for other mortgage loans which it ownsrelated underlying Servicing Agreement. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) the termination thereof by Buyer pursuant to subsection (d) below, (ii) thirty (30) days after the last Purchase Date of such Purchased Loan, (iii) a Default or an Event of Default, (iiiv) the date on which all the Secured Obligations have been paid in full, or (iiiv) the transfer of servicing to any entity approved by BorrowerBuyer and the assumption thereof by such entity. Upon any such termination, Sellers and Servicer, as applicable, shall comply with the requirements set forth in Section 13(hh) as to the delivery of the Servicing Records and the physical servicing of each Purchased Loan. (b) If During any of the Mortgage Loans are serviced by Borrowerperiod a Seller or Servicer is servicing any Purchased Loans, (i) Borrower agrees Sellers and Servicer agree that Agent Buyer is the collateral assignee owner of the Servicing Rights and all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage such Loans (the "SERVICING RECORDS"“Servicing Records”), and (ii) Borrower Servicer grants Agent, for the benefit of Lender, Buyer a security interest in all servicing fees and rights relating to the Mortgage Purchased Loans and all Servicing Records to secure the obligation of Borrower Sellers, Servicer or its designee any Subservicer to service the Mortgage Loans in conformity with this Section 43 and any other obligation of Borrower Sellers and/or Servicer to LenderBuyer. Borrower At all times during the term of this Agreement, Servicer covenants to safeguard hold such Servicing Records in trust for Buyer and to safeguard, or cause each Subservicer to safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the related Servicing Agreement promptly to Agent Buyer or its designee (including the Custodian) at Agent's requestBuyer’s request or otherwise as required by operation of Section 13(hh) hereof. It is understood and agreed by the parties that prior to an Event of Default, Servicer may retain the servicing fees with respect to the Purchased Loans. (c) If any of the Mortgage Loans are Loan that is proposed to be sold on a Purchase Date is serviced by a third party servicer other than Seller or Servicer (such third party including any interim servicer, the "SERVICER") (a “Subservicer”), Borrower (i) or if the servicing of any Purchased Loan is to be transferred to a Subservicer, Sellers shall provide a copy of the related servicing agreement and an Instruction Letter executed by such Subservicer (collectively, the “Servicing Agreement”) to AgentBuyer at least three (3) Business Days prior to such Purchase Date or transfer date, as applicable, which Servicing Agreement shall be in form and substance acceptable to Agent (Buyer. In addition, Sellers shall have obtained the "SERVICING AGREEMENT"), (ii) shall provide a Servicer Notice and Agreement prior written consent of Buyer for such Subservicer to subservice the Servicer substantially in the form of Exhibit E hereto (a "SERVICER NOTICE AND AGREEMENT") and shall cause the Servicer to acknowledge and agree to the same and (iii) hereby irrevocably assigns to Lender and such Lender's successors and assigns all right, title and interest of Borrower in, to and under, and the benefits of, and Servicing Agreement with respect to the Mortgage Loans. Any successor or assignee of a Servicer shall be approved in writing by Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations with respect to the Mortgage Loans. (d) If In addition to the rights provided in Section 43(a), Buyer shall have the right, exercisable at any time in its sole discretion, upon written notice, to terminate any Seller, Servicer or any Subservicers as servicer or subservicer, respectively, and any related Servicing Agreement. With respect to any Servicing Rights, any such termination shall be effective as of the Mortgage date that occurs thirty (30) days after the last Purchase Date. Upon the effectiveness of any such termination, Servicer shall transfer or shall cause Subservicer to transfer such servicing with respect to such Purchased Loans is Borrower to Buyer or an Affiliate of Borrower, Borrower shall provide to Agent a letter from the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, Agent may terminate any Servicing Agreement and transfer servicing to Agent's its designee, at no cost or expense to AgentBuyer. Sellers and Servicer, it being agreed that Borrower will pay any and all fees required as applicable, agree to terminate the Servicing Agreement and to effectuate cooperate with Buyer in connection with the transfer of servicing to the designee of Agentservicing. (e) After Buyer shall have the Funding Dateright in its sole discretion to appoint a third party to perform due diligence with respect to Servicer’s servicing facilities at any time. Servicer shall cooperate with Buyer and/or its designees to provide access to Servicer’s servicing facilities including without limitation its books and records with respect to Servicer’s servicing portfolio and the Purchased Loans. In addition to the foregoing, until the pledge of any Mortgage Loan is relinquished by the Custodian, unless otherwise agreed in writing by Agent, Borrower will have no right to modify or alter the terms of such Mortgage Loan and Borrower will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in this Agreement. (f) In the event Borrower or its Affiliate is servicing the Mortgage Loans, Borrower Servicer shall permit Agent Buyer to inspect Borrower's or its Affiliate's upon reasonable prior written notice at a mutually convenient time, Servicer’s servicing facilities, as the case may be, for the purpose of satisfying Agent Buyer that Borrower or its Affiliate, as the case may be, Servicer has the ability to service the Mortgage Loans as provided in this Agreement. (g) Borrower represents that each Servicing Agreement can be terminated by Borrower without cause and without payment of any termination fee or other fee upon not greater than sixty (60) days prior written notice to the Servicer thereunder. Borrower shall not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is in full force and effect and no default or event of default by Borrower exists under any Servicing Agreement. In addition, with respect to any Subservicer which is not an Affiliate of Servicer, Servicer shall use its best efforts to enable Buyer to inspect the servicing facilities of such Subservicer and Borrower has no knowledge of to cause such Subservicer to cooperate with Buyer and/or its designees in connection with any default due diligence performed by Buyer and/or such designees in accordance with this Section 43(e). Seller and Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with any due diligence or event of default thereunder inspection performed pursuant to this Section 43(e) shall be paid by the Servicer. Borrower shall, within ten (10) days following a written request by Agent, deliver to Agent true and correct copies of all Servicing AgreementsBuyer.

Servicing. (a) The Borrower covenants to maintain or cause the servicing of the Mortgage Loans to be maintained in conformity with Accepted Servicing Practices accepted and prudent servicing practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing the Borrower provides for other to mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing approved by the Borrower. (b) If any of the Mortgage Loans are serviced by the Borrower, (i) the Borrower agrees that Agent Lender is the collateral assignee owner of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage Loans (the "SERVICING RECORDSServicing Records"), and (ii) the Borrower grants Agent, for the benefit of Lender, Lender a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of the Borrower or its designee to service the Mortgage Loans in conformity with this Section and any other obligation of Borrower to the Lender. The Borrower covenants to safeguard such Servicing Records and to deliver them promptly to Agent the Lender or its designee (including the Custodian) at Agentthe Lender's request. (c) If any of the Mortgage Loans are serviced by a third party servicer (such third party servicer, the "SERVICERServicer"), the Borrower (i) shall provide a copy of the servicing agreement to Agentthe Lender, which shall be in form and substance acceptable to Agent the Lender (the "SERVICING AGREEMENTServicing Agreement"), ; and (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit E hereto (a "SERVICER NOTICE AND AGREEMENT") and shall cause the Servicer to acknowledge and agree to the same and (iii) hereby irrevocably assigns to the Lender and such Lender's successors and assigns all right, title and title, interest of Borrower in, to and under, and the benefits of, and of the Servicing Agreement with respect to the Mortgage Loans. Any successor or assignee of a Servicer shall be approved in writing by Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations Agreements with respect to the Mortgage Loans. (d) If the servicer of Servicer is the Mortgage Loans is Borrower or an Affiliate of the Borrower, the Borrower shall provide to Agent the Lender a letter from the Servicer, as the case may be, Servicer to the effect that upon the occurrence of an Event of Default, Agent the Lender may terminate any the Servicing Agreement and transfer such servicing to Agent's its designee, at no cost or expense to Agentthe Lender, it being agreed that the Borrower will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of AgentLender. (e) After the Funding Date, until the pledge of any such Mortgage Loan is relinquished by the Custodian, unless otherwise agreed in writing by Agent, the Borrower will have no right to modify or alter the terms of such the Mortgage Loan and the Borrower will have no obligation or right to repossess such the Mortgage Loan or substitute another Mortgage Loan, except as provided in this the Custodial Agreement. (f) In the event the Borrower or its Affiliate is servicing the Mortgage Loans, the Borrower shall permit Agent the Lender to inspect the Borrower's or its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying Agent the Lender that the Borrower or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Loan Agreement. (g) Borrower represents that each Servicing Agreement can be terminated by Borrower without cause and without payment of any termination fee or other fee upon not greater than sixty (60) days prior written notice to the Servicer thereunder. Borrower shall not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is in full force and effect and no default or event of default by Borrower exists under any Servicing Agreement, and Borrower has no knowledge of any default or event of default thereunder by the Servicer. Borrower shall, within ten (10) days following a written request by Agent, deliver to Agent true and correct copies of all Servicing Agreements.

Servicing. (a) Borrower covenants The Issuer shall cause all Mortgage Assets to maintain be serviced by the Servicer (or cause a replacement Servicer reasonably acceptable to the servicing Majority of the Mortgage Loans to be maintained Controlling Class) in conformity accordance with Accepted the Servicing Practices in the industry for the same type of mortgage loans as the Mortgage Loans and in Agreement (or a manner at least equal in quality replacement Servicing Agreement reasonably acceptable to the servicing Borrower provides for other mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing approved by Borrower. (b) If any Majority of the Mortgage Loans are serviced by Borrower, (i) Borrower agrees that Agent is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage Loans (the "SERVICING RECORDS"Controlling Class), and (ii) Borrower grants Agent, for in each case in accordance with the benefit of Lender, a security interest in all servicing fees and rights relating to Servicing Standard. The Issuer shall obtain the Mortgage Loans and all Servicing Records to secure the obligation of Borrower or its designee to service the Mortgage Loans in conformity with this Section and any other obligation of Borrower to Lender. Borrower covenants to safeguard such Servicing Records and to deliver them promptly to Agent or its designee (including the Custodian) at Agent's request. (c) If any written consent of the Mortgage Loans are serviced by a third party servicer (such third party servicer, the "SERVICER"), Borrower (i) shall provide a copy Majority of the servicing agreement Controlling Class prior to Agent, which shall be in form and substance acceptable to Agent (the "SERVICING AGREEMENT"), (ii) shall provide a appointing any replacement Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit E hereto (a "SERVICER NOTICE AND AGREEMENT") and shall cause the Servicer to acknowledge and agree to the same and (iii) hereby irrevocably assigns to Lender and such Lender's successors and assigns all right, title and interest of Borrower in, to and under, and the benefits of, and or entering into or amending or modifying any Servicing Agreement with respect to the Mortgage Loans. Any successor or assignee of Assets with a Servicer shall be approved in writing by Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations with respect to the Mortgage Loans. (d) If the servicer of the Mortgage Loans is Borrower or an Affiliate of Borrower, Borrower shall provide to Agent a letter from the Servicer, as the case may bewhich consent shall not be unreasonably withheld, to the effect that upon conditioned or delayed. Upon the occurrence and continuance of an Event of Default, Agent may the Majority of the Controlling Class shall have the right to terminate any the Servicer and the Servicing Agreement and transfer appoint a replacement Servicer to service and administer the Mortgage Assets. In connection with the foregoing, the Issuer, the Trustee and the Collateral Agent shall reasonably cooperate with the Controlling Class in effecting such replacement and termination. (b) Subject to the Mortgage Asset Documents, the terms of the Servicing Agreement and the Servicing Standard, the Servicer shall have full power and authority, acting alone and/or through one or more Affiliates, vendors or other third parties for the performance of incidental services of the Servicer hereunder, such as performing inspections or monitoring insurance and/or taxes; provided that the Servicer shall remain obligated and liable to the Issuer for the servicing and administering of the Mortgage Assets in accordance with the provisions of the Servicing Agreement hereof without diminution of such obligation or liability by virtue of such contract. The Servicer shall be obligated to Agent's designeepay all fees and expenses of any Affiliates, vendors or other third parties to which it has delegated or subcontracted any of its duties under the Servicing Agreement out of its Servicing Fee. (a) The Servicer may, at no cost to Issuer, enter into sub-servicing agreements with sub-servicers (so long as such sub-servicer is a Qualified Servicer and, so long as the Class A Loan is Outstanding, a Majority of the Holders of the Class A Loan approve such sub-servicer and sub-servicing agreement), to do or expense cause to Agent, it being agreed that Borrower will pay be done any and all fees required things in connection with such servicing and administration that it may deem, in its reasonable judgment, necessary or desirable; provided that the Servicer shall remain obligated and liable to terminate the Issuer for the servicing and administering of the Mortgage Assets in accordance with the provisions of the Servicing Agreement without diminution of such obligation or liability by virtue of such sub-servicing agreement and to effectuate the transfer same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Assets. References in this Indenture and Credit Agreement and the related Servicing Agreement to actions taken or to be taken by the Servicer in servicing the Mortgage Assets include actions taken or to be taken by a sub-servicer on behalf of the Servicer. For purposes of this Indenture and Credit Agreement, the Servicer shall be deemed to have received any payment in respect of a Mortgage Asset when the applicable or related sub-servicer receives such payment. The Servicer shall be obligated to pay all fees and expenses of any sub-servicer out of its Servicing Fee. Any sub-servicing agreement entered into by Servicer (or a side letter agreement entered into by the Servicer, the applicable sub-servicer, the Issuer and the Class A Lender (for so long as the Class A Loan is Outstanding)) shall (x) conform to the designee provisions in this Section 17.1, (y) provide that it shall terminate automatically upon the termination of Agentthe Servicer and (z) terminate, at the option of a Majority of the Controlling Class, upon the occurrence and continuance of an Event of Default hereunder. (eb) After The Issuer and the Funding DateClass A Lender hereby approve the Servicing Agreement. Except as otherwise expressly provided herein, until the pledge of any Mortgage Loan is relinquished by Issuer shall not cause or permit the Custodian, unless otherwise agreed in writing by Agent, Borrower will have no right to modify or alter the terms of such Mortgage Loan and Borrower will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in this Agreement. (f) In the event Borrower or its Affiliate is servicing the Mortgage Loans, Borrower shall permit Agent to inspect Borrower's or its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying Agent that Borrower or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Agreement. (g) Borrower represents that each Servicing Agreement can to be terminated by Borrower amended, modified or supplemented without cause and without payment the consent of any termination fee or other fee upon not greater than sixty (60) days prior written notice to a Majority of the Servicer thereunder. Borrower shall not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is in full force and effect and no default or event Holders of default by Borrower exists under any Servicing Agreement, and Borrower has no knowledge of any default or event of default thereunder by the Servicer. Borrower shall, within ten (10) days following a written request by Agent, deliver to Agent true and correct copies of all Servicing AgreementsControlling Class.

Servicing. (a) Borrower covenants Notwithstanding anything to maintain the contrary contained herein or cause in any other Transaction Document, this Article shall apply to the servicing of all HCRE Loans. (b) The servicing, administering and collection of the Mortgage HCRE Loans hereunder and under the Servicing Contract shall be conducted by the Person so designated from time to be maintained time as Servicer in conformity accordance with Accepted Servicing Practices this Section 11.1. Each of the Borrower, the Administrative Agent and the Lenders hereby appoints as its agent the Servicer, from time to time designated pursuant to this Section, to enforce its respective rights and interests in and under the HCRE Loans. To the extent permitted by Applicable Law, each of the Borrower and the Initial Servicer (to the extent not then acting as Servicer hereunder) hereby grants to any Servicer appointed hereunder an irrevocable power of attorney to take any and all steps as necessary or desirable, in the industry reasonable determination of the Servicer, to collect all amounts due under any and all HCRE Loans, including endorsing the Borrower’s and/or the Initial Servicer’s name on checks and other instruments representing Collections and enforcing such HCRE Loans and to take all such other actions set forth in this Article XI. Until the Administrative Agent gives notice to the Servicer (in accordance with this Section 11.1(b)) of the designation of a new Servicer, the Initial Servicer is hereby designated as, hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof and makes as to itself for the same type benefit of mortgage loans as the Mortgage Loans Administrative Agent and the Lenders each of the representations and warranties set forth, and on the dates specified, in a manner at least equal in quality to the servicing Borrower provides for other mortgage loans which it ownsArticle IV and Article V hereof mutatis mutandis. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of Upon either (i) prior written notice to the Initial Servicer or (ii) the occurrence of a Servicer Removal Event or an Event of Default, the Administrative Agent may designate as Servicer any Person (iiincluding itself) to succeed the date Initial Servicer or any successor Servicer, on which all the Secured Obligations have been paid condition in full, or (iii) each case that any such Person so designated shall agree to perform the transfer of servicing approved by Borrower. (b) If any duties and obligations of the Mortgage Loans are serviced by Borrower, (i) Borrower agrees that Agent is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage Loans (the "SERVICING RECORDS"), and (ii) Borrower grants Agent, for the benefit of Lender, a security interest in all servicing fees and rights relating Servicer pursuant to the Mortgage Loans and all Servicing Records to secure the obligation of Borrower or its designee to service the Mortgage Loans in conformity with this Section and any other obligation of Borrower to Lender. Borrower covenants to safeguard such Servicing Records and to deliver them promptly to Agent or its designee (including the Custodian) at Agent's requestterms hereof. (c) If any Upon the designation of a successor Servicer as set forth above, the Initial Servicer agrees that it will terminate its activities as Servicer hereunder and under the Servicing Contract in a manner which the Administrative Agent determines will facilitate the transition of the Mortgage Loans are serviced by a third party servicer (performance of such third party servicer, the "SERVICER"), Borrower (i) shall provide a copy of the servicing agreement to Agent, which shall be in form and substance acceptable to Agent (the "SERVICING AGREEMENT"), (ii) shall provide a Servicer Notice and Agreement activities to the Servicer substantially in the form of Exhibit E hereto (a "SERVICER NOTICE AND AGREEMENT") and shall cause the Servicer to acknowledge and agree to the same and (iii) hereby irrevocably assigns to Lender and such Lender's successors and assigns all right, title and interest of Borrower in, to and undernew Servicer, and the benefits of, and Servicing Agreement with respect to the Mortgage Loans. Any successor or assignee of a Initial Servicer shall be approved in writing cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of records and use by Lender and shall acknowledge and agree the new Servicer of all records, licenses, hardware or software necessary or desirable to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations with respect to collect the Mortgage HCRE Loans. (d) If The Initial Servicer acknowledges that the servicer of the Mortgage Loans is Borrower or an Affiliate of Borrower, Borrower shall provide the Administrative Agent and the Lenders have relied on the Initial Servicer’s agreement to Agent a letter from act as Servicer hereunder in making their decision to execute and deliver this Agreement. Accordingly, the Initial Servicer agrees that it will not voluntarily resign as Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, Agent may terminate any Servicing Agreement and transfer servicing to Agent's designee, at no cost or expense to Agent, it being agreed that Borrower will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of Agent. (e) After The Servicer may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Servicer, without the Funding Dateprior written consent of the Administrative Agent; provided that, until the pledge Servicer shall continue to remain solely liable for the performance of the duties as Servicer hereunder notwithstanding any Mortgage Loan is relinquished by the Custodian, unless otherwise agreed in writing by Agent, Borrower will have no right to modify or alter the terms of such Mortgage Loan and Borrower will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in this Agreementdelegation hereunder. (f) In the event Borrower or its Affiliate is servicing the Mortgage Loans, Borrower Servicer shall permit Agent to inspect Borrower's or its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying Agent that Borrower or its Affiliate, as the case may be, has the ability to service the Mortgage HCRE Loans as provided on behalf of Borrower pursuant to the terms of this Agreement and the Servicing Contract. The Servicing Contract shall contain provisions which are consistent with this Article XI and must otherwise be in this Agreementform and substance satisfactory to Administrative Agent. (g) Borrower represents that each Servicing Agreement can be terminated by Borrower without cause and without payment of any termination fee or other fee upon not greater than sixty (60) days prior written notice Notwithstanding anything to the contrary contained herein or in any other Transaction Document, the only amount payable to Servicer thereunderas compensation for its role as servicer or otherwise shall be the Servicing Fee and reimbursement for Servicing Expenses, each of which shall be payable solely in accordance with this Agreement and the Servicing Contract. Borrower The Servicer shall be solely responsible for the payment, from Servicer’s own funds, of all other fees and expenses, which shall not modify be payable under this Agreement or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is in full force and effect and no default or event of default by Borrower exists under any Servicing Agreement, and Borrower has no knowledge of any default or event of default thereunder by the Servicer. Borrower shall, within ten (10) days following a written request by Agent, deliver to Agent true and correct copies of all Servicing Agreementsother Transaction Documents.

Servicing. (a) Borrower The Seller covenants to maintain or cause the servicing of the Mortgage Loans Loans, to be maintained in conformity with Accepted Servicing Practices accepted and prudent servicing practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing Borrower the Seller provides for other mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the date on which all the Secured Repurchase Obligations have been paid in full, full or (iii) the transfer of servicing approved by Borrowerthe Seller. (b) If any All remittances from the Servicer under the Servicing Agreement, so long as the Buyer shall not have notified the Servicer and the Seller that a Default or an Event of Default has occurred and is continuing (in which event the Buyer shall be entitled to apply such amounts as the Buyer may determine in its sole discretion), shall be applied by the Buyer on each Payment Date in the following order of priority: (1) to the payment of the Servicer's servicing fee; (2) to the payment of any Repurchase Obligations then due and payable; and; (3) to the extent any amounts remain, to the Seller. (c) If the Purchased Mortgage Loans are serviced by Borrowerthe Seller, (i) Borrower the Seller agrees that Agent Buyer is the collateral assignee owner of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage Loans (the "SERVICING RECORDSServicing Records"), and (ii) Borrower grants Agent, for the benefit of Lender, a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of Borrower or its designee to service the Mortgage Loans in conformity with this Section and any other obligation of Borrower to Lender. Borrower The Seller covenants to safeguard such Servicing Records and to deliver them promptly to Agent the Buyer or its designee (including the Custodian) at AgentBuyer's request. (c) If any of the Mortgage Loans are serviced by request following a third party servicer (such third party servicer, the "SERVICER"), Borrower (i) shall provide a copy of the servicing agreement to Agent, which shall be in form and substance acceptable to Agent (the "SERVICING AGREEMENT"), (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit E hereto (a "SERVICER NOTICE AND AGREEMENT") and shall cause the Servicer to acknowledge and agree to the same and (iii) hereby irrevocably assigns to Lender and such Lender's successors and assigns all right, title and interest of Borrower in, to and under, and the benefits of, and Servicing Agreement with respect to the Mortgage Loans. Any successor or assignee of a Servicer shall be approved in writing by Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations with respect to the Mortgage LoansDefault. (d) If the servicer of the Mortgage Loans is Borrower the Seller or the Servicer is an Affiliate of Borrowerthe Seller, Borrower the Seller shall provide to Agent the Buyer a letter from the Seller or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, Agent the Buyer may terminate any Servicing Agreement and transfer servicing to Agent's its designee, at no cost or expense to Agentthe Buyer, it being agreed that Borrower the Seller will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of Agentthe Buyer. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, unless otherwise agreed in writing by Agent, Borrower will have no right to modify or alter the terms of such Mortgage Loan and Borrower will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in this Agreement. (f) In the event Borrower the Seller or its respective Affiliate is servicing the Mortgage Loans, Borrower shall the Seller shall, upon one (1) Business Day's prior notice, permit Agent the Buyer to inspect Borrowerthe Seller's or its Affiliate's servicing facilities, as the case may be, during normal business hours for the purpose of satisfying Agent the Buyer that Borrower the Seller or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Repurchase Agreement. (g) Borrower represents that each Servicing Agreement can be terminated by Borrower without cause and without payment of any termination fee or other fee upon not greater than sixty (60) days prior written notice to the Servicer thereunder. Borrower shall not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is in full force and effect and no default or event of default by Borrower exists under any Servicing Agreement, and Borrower has no knowledge of any default or event of default thereunder by the Servicer. Borrower shall, within ten (10) days following a written request by Agent, deliver to Agent true and correct copies of all Servicing Agreements.

Servicing. (a) Borrower Seller covenants to maintain or cause the servicing of the Purchased Mortgage Loans to be maintained in conformity with Accepted Servicing Practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality pursuant to the servicing Borrower provides for other mortgage loans which it ownsrelated underlying Servicing Agreement. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) the termination thereof by Buyer pursuant to subparagraph (d) below, (ii) thirty (30) days after the last Purchase Date of such Purchased Mortgage Loan, (iii) a Default or an Event of Default, (iiiv) the date on which all the Secured Obligations have been paid in full, or (iiiv) the transfer of servicing to any entity approved by BorrowerBuyer and the assumption thereof by such entity. Upon any such termination, Seller shall comply with the requirements set forth in Paragraph 31(f) as to the delivery of the Servicing Records and the physical servicing of each Purchased Mortgage Loan. (b) If any of During the period Seller is servicing the Purchased Mortgage Loans are serviced by BorrowerLoans, (i) Borrower Seller agrees that Agent Buyer is the collateral assignee owner of the Servicing Rights and all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Mortgage Loans (the "SERVICING RECORDS"“Servicing Records”), and (ii) Borrower Seller grants Agent, for the benefit of Lender, Buyer a security interest in all servicing fees and rights relating to the Purchased Mortgage Loans and all Servicing Records to secure the obligation of Borrower Seller or its designee to service the Mortgage Loans in conformity with this Section Paragraph 31 and any other obligation of Borrower Seller to LenderBuyer. Borrower At all times during the term of this Agreement, Seller covenants to safeguard hold such Servicing Records in trust for Buyer and to safeguard, or cause each Subservicer to safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the related Servicing Agreement promptly to Agent Buyer or its designee (including the Custodian) at Agent's requestBuyer’s request or otherwise as required by operation of Paragraph 31(f) hereof. It is understood and agreed by the parties that prior to an Event of Default, Seller, as servicer shall retain the servicing fees with respect to the Purchased Mortgage Loans. (c) If any of the Mortgage Loans are Loan that is proposed to be sold on a Purchase Date is serviced by a third party servicer other than Seller (such third party servicer, the "SERVICER"a “Subservicer”), Borrower (i) or if the servicing of any Purchased Mortgage Loan is to be transferred to a Subservicer, Seller shall provide a copy of the related servicing agreement and an Instruction Letter executed by such Subservicer (collectively, the “Servicing Agreement”) to AgentBuyer at least three (3) Business Days prior to such Purchase Date or transfer date, as applicable, which Servicing Agreement shall be in form and substance acceptable to Agent (Buyer. In addition, Seller shall have obtained the "SERVICING AGREEMENT"), (ii) shall provide a Servicer Notice and Agreement prior written consent of Buyer for such Subservicer to the Servicer substantially in the form of Exhibit E hereto (a "SERVICER NOTICE AND AGREEMENT") and shall cause the Servicer to acknowledge and agree to the same and (iii) hereby irrevocably assigns to Lender and such Lender's successors and assigns all right, title and interest of Borrower in, to and under, and the benefits of, and Servicing Agreement with respect to the Mortgage Loans. Any successor or assignee of a Servicer shall be approved in writing by Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations with respect to subservice the Mortgage Loans. (d) If In addition to the rights provided in Paragraph 31(a), Buyer shall have the right, exercisable at any time in its sole discretion, upon written notice, to terminate Seller or any Subservicers as servicer or subservicer, respectively, and any related Servicing Agreement, free and clear of the any obligations (including without limitation any obligation to pay or reimburse any previous servicer for outstanding servicing advances). Upon any such termination, Seller shall transfer or shall cause Subservicer to transfer such servicing with respect to such Purchased Mortgage Loans is Borrower to Buyer or an Affiliate of Borrower, Borrower shall provide to Agent a letter from the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, Agent may terminate any Servicing Agreement and transfer servicing to Agent's its designee, at no cost or expense to Agent, it being agreed that Borrower will pay any and all fees required Buyer. Seller agrees to terminate the Servicing Agreement and to effectuate cooperate with Buyer in connection with the transfer of servicing to the designee of Agentservicing. (e) After Buyer shall have the Funding Date, until right in its sole discretion to appoint a third party to perform due diligence with respect to Seller’s servicing facilities at any time. Seller shall cooperate with Buyer and/or its designees to provide access to Seller’s servicing facilities upon reasonable prior written notice at a mutually convenient time including without limitation its books and records with respect to Seller’s servicing portfolio and the pledge of any Mortgage Loan is relinquished by the Custodian, unless otherwise agreed in writing by Agent, Borrower will have no right to modify or alter the terms of such Mortgage Loan and Borrower will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in this Agreement. (f) In the event Borrower or its Affiliate is servicing the Purchased Mortgage Loans. In addition to the foregoing, Borrower Seller shall permit Agent Buyer to inspect Borrower's upon reasonable prior written notice at a mutually convenient time, Seller’s or its Affiliate's ’s servicing facilities, as the case may be, for the purpose of satisfying Agent Buyer that Borrower Seller or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Agreement. In addition, with respect to any Subservicer which is not an Affiliate of Seller, Seller shall use its best efforts to enable Buyer to inspect the servicing facilities of such Subservicer and to cause such Subservicer to cooperate with Buyer and/or its designees in connection with any due diligence performed by Buyer and/or such designees in accordance with this Paragraph 31(e). Seller and Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with any due diligence or inspection performed pursuant to this Paragraph 31(e) shall be paid by Buyer. (gf) Borrower represents that With respect to the Servicing Rights appurtenant to each Purchased Mortgage Loan, Buyer shall own, and Seller shall deliver, such Servicing Agreement can be terminated by Borrower without Rights to Buyer on the related Purchase Date. Seller shall deliver (or cause the related Subservicer to deliver) the Servicing Records and without payment the physical and contractual servicing of any each Purchased Mortgage Loan, to Buyer or its designee upon the termination fee of Seller or other fee upon not greater than sixty Subservicer as the servicer or subservicer, respectively, pursuant to Paragraph 25(d). In addition, with respect to the Servicing Records for each Purchased Mortgage Loan and the physical and contractual servicing of each Purchased Mortgage Loan, the related Seller shall deliver (60or cause the related Subservicer to deliver) such Servicing Records and, to the extent applicable, the servicing to Buyer or its designee within thirty (30) days prior written notice of the earlier of (i) the termination of Seller or Subservicer as the servicer or subservicer, respectively, of the Purchased Mortgage Loans and (ii) the related Purchase Date for each such Purchased Mortgage Loan (the “Servicing Delivery Requirement”). Notwithstanding the foregoing, such Servicing Delivery Requirement will be deemed restated for each such Purchased Mortgage Loan on each Repurchase Date on which such Purchased Mortgage Loan is repurchased by Seller and becomes subject to a new Transaction (and the immediately preceding delivery requirement will be deemed to be rescinded), and a new 30-day Servicing Delivery Requirement will be deemed to commence for such Purchased Mortgage Loans as of such Repurchase Date in the absence of directions to the Servicer thereundercontrary from Buyer. Borrower shall not modify or amend Further, the Servicing Delivery Requirement will no longer apply to any Servicing Agreement without Agent's prior written consent. Borrower represents Purchased Mortgage Loan that each Servicing Agreement is repurchased in full force and effect and no default or event of default by Borrower exists under any Servicing Agreement, and Borrower has no knowledge of any default or event of default thereunder by the Servicerrelated Seller in accordance with the provisions of this Agreement and is no longer subject to a Transaction. Borrower shallSeller’s transfer of the Servicing Rights, within ten (10) days following a written request by Agent, deliver to Agent true Servicing Records and correct copies the physical and contractual servicing under this Paragraph shall be in accordance with customary standards in the industry and such transfer shall include the transfer of the gross amount of all Servicing Agreementsescrows held for the related Mortgagors (without reduction for unreimbursed advances or “negative escrows”).

Servicing. (a) Borrower covenants The Sellers covenant to maintain or cause the servicing of the Mortgage Loans to be maintained in conformity with Accepted Servicing Practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing Borrower provides for other mortgage loans which it ownsPractices. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing to any entity approved by Borrowerthe Buyer and the assumption thereof by such entity. (b) If During the period any of Seller is servicing the Mortgage Loans are serviced by BorrowerLoans, (i) Borrower such Seller agrees that Agent Buyer is the collateral assignee owner of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage such Loans (the "SERVICING RECORDS"“Servicing Records”), and (ii) Borrower such Seller grants Agent, for the benefit of Lender, Buyer a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of Borrower such Seller or its designee to service the Mortgage Loans in conformity with this Section 43 and any other obligation of Borrower such Seller to Lenderthe Buyer. Borrower Each Seller covenants to and shall cause any Subservicer to safeguard such Servicing Records and to deliver them promptly to Agent the Buyer or its designee (including the Custodian) at Agent's the Buyer’s request. It is understood and agreed by the parties that prior to an Event of Default, the related Seller or any Subservicer, as applicable, shall retain the servicing fees with respect to the Loans. (c) If any of the Mortgage Loans are serviced by a any third party servicer (such third party servicer, the "SERVICER")“Subservicer”) other than Cenlar FSB, Borrower (i) the Sellers shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to Agentthe Buyer at least three (3) Business Days prior to the applicable Purchase Date or the date on which the Subservicer shall begin subservicing the Loans, which shall be in the form and substance acceptable to Agent Buyer (the "SERVICING AGREEMENT"), (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit E hereto (a "SERVICER NOTICE AND AGREEMENT"“Servicing Agreement”) and shall cause have obtained the Servicer written consent of the Buyer for such Subservicer to acknowledge and agree to subservice the same and (iii) hereby irrevocably assigns to Lender and such Lender's successors and assigns all right, title and interest of Borrower in, to and under, and the benefits of, and Servicing Agreement with respect to the Mortgage Loans. Any successor or assignee of a Servicer Initially, the Subservicer shall be approved in writing by Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations with respect to the Mortgage LoansCenlar FSB. (d) If The Sellers agrees that, in the event any Seller is servicing the Loans, upon the occurrence of an Event of Default, the Buyer may terminate such Seller in its capacity as servicer of and terminate any Servicing Agreement and transfer such servicing to the Mortgage Loans is Borrower Buyer or an Affiliate of Borrowerits designee, Borrower at no cost or expense to the Buyer. In addition, the Sellers shall provide to Agent a letter the Buyer an Instruction Letter from the Servicer, as the case may be, Seller to the effect that upon the occurrence of an Event of Default, Agent the Buyer may cause the Seller to terminate any Subservicer or Servicing Agreement and transfer servicing direct that collections with respect to Agent's designee, at no cost or expense the Loans be remitted in accordance with the Buyer’s instructions. The Sellers agrees to Agent, it being agreed that Borrower will pay any and all fees required to terminate cooperate with the Servicing Agreement and to effectuate Buyer in connection with the transfer of servicing to the designee of Agentservicing. (e) After the Funding Purchase Date, until the pledge of any Mortgage Loan is relinquished by Repurchase Date, the Custodian, unless otherwise agreed in writing by Agent, Borrower Sellers will have no right to modify or alter the terms of such Mortgage the Loan or consent to the modification or alteration of the terms of any Loan, and Borrower the Seller will have no obligation or right to repossess such Mortgage any Loan or substitute another Mortgage Loan, except as provided in this any Custodial Agreement. (f) In the event Borrower or its Affiliate is servicing the Mortgage Loans, Borrower The Sellers shall permit Agent the Buyer to inspect Borrower's upon reasonable prior written notice at a mutually convenient time, the Sellers’ or its their Affiliate's ’s servicing facilities, as the case may be, for the purpose of satisfying Agent the Buyer that Borrower the Sellers or its their Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Agreement. In addition, with respect to any Subservicer which is not an Affiliate of the Seller, the Seller shall use its best efforts to enable the Buyer to inspect the servicing facilities of such Subservicer. (g) Borrower represents that each Servicing Agreement can be terminated by Borrower without cause and without payment of any termination fee or other fee upon not greater than sixty (60) days prior written notice to the Servicer thereunder. Borrower shall not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is in full force and effect and no default or event of default by Borrower exists under any Servicing Agreement, and Borrower has no knowledge of any default or event of default thereunder by the Servicer. Borrower shall, within ten (10) days following a written request by Agent, deliver to Agent true and correct copies of all Servicing Agreements.

Servicing. (a) Borrower The Seller covenants to maintain or cause the servicing of the Mortgage Loans to be maintained in conformity with Accepted Servicing Practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing Borrower provides for other mortgage loans which it ownsPractices. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing to any entity approved by Borrowerthe Buyer in its reasonable discretion, and the assumption thereof by such entity. (b) If any of During the Mortgage Loans are serviced by Borrowerperiod the Seller is servicing the Loans, (i) Borrower the Seller agrees that Agent Buyer is the collateral assignee owner of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage such Loans (the "SERVICING RECORDSServicing Records"), and (ii) Borrower the Seller grants Agent, for the benefit of Lender, Buyer a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of Borrower the Seller or its designee to service the Mortgage Loans in conformity with this Section 42 and any other obligation of Borrower Seller to Lenderthe Buyer. Borrower The Seller covenants to safeguard such Servicing Records and to deliver them promptly to Agent the Buyer or its designee (including the Custodian) at Agentthe Buyer's reasonable request. It is understood and agreed by the parties that prior to an Event of Default, the Seller shall retain the servicing fees with respect to the Loans. (c) If any of the Mortgage Loans are serviced by a any other third party servicer (such third party servicer, the "SERVICERSubservicer"), Borrower (i) the Seller shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to Agentthe Buyer at least three (3) Business Days prior to the applicable Purchase Date or the date on which the Subservicer shall begin subservicing the Loans, which shall be in the form and substance reasonably acceptable to Agent Buyer (the "SERVICING AGREEMENT"), (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit E hereto (a "SERVICER NOTICE AND AGREEMENTServicing Agreement") and shall cause have obtained the Servicer written consent (which shall not be unreasonably withheld) of the Buyer for such Subservicer to acknowledge and agree to subservice the same and (iii) hereby irrevocably assigns to Lender and such Lender's successors and assigns all right, title and interest of Borrower in, to and under, and the benefits of, and Servicing Agreement with respect to the Mortgage Loans. Any successor or assignee of Initially, there shall not be a Servicer shall be approved in writing by Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations with respect to the Mortgage Loanssubservicer. (d) If The Seller agrees that upon the occurrence of an Event of Default, the Buyer may terminate the Seller in its capacity as servicer of and terminate any Servicing Agreement and transfer such servicing to the Mortgage Loans is Borrower Buyer or an Affiliate of Borrowerits designee, Borrower at no cost or expense to the Buyer. In addition, the Seller shall provide to Agent a letter the Buyer an Instruction Letter from the Servicer, as the case may be, Seller to the effect that upon the occurrence of an Event of Default, Agent the Buyer may terminate any Subervicer or Servicing Agreement and transfer servicing direct that collections with respect to Agentthe Loans be remitted in accordance with the Buyer's designee, at no cost or expense instructions. The Seller agrees to Agent, it being agreed that Borrower will pay any and all fees required to terminate cooperate with the Servicing Agreement and to effectuate Buyer in connection with the transfer of servicing to the designee of Agentservicing. (e) After the Funding Purchase Date, until the pledge of any Mortgage Loan is relinquished by Repurchase Date, the Custodian, unless otherwise agreed in writing by Agent, Borrower Seller will have no right to modify or alter the terms of such Mortgage the Loan or consent to the modification or alteration of the terms of any Loan, and Borrower the Seller will have no obligation or right to repossess such Mortgage any Loan or substitute another Mortgage Loan, except as provided in this any Custodial Agreement. (f) In the event Borrower or its Affiliate is servicing the Mortgage Loans, Borrower The Seller shall permit Agent the Buyer to inspect Borrowerupon reasonable prior written notice at a mutually convenient time, the Seller's or its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying Agent the Buyer that Borrower the Seller or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Agreement. In addition, with respect to any Subservicer which is not an Affiliate of the Seller, the Seller shall use its best efforts to enable the Buyer to inspect the servicing facilities of such Subservicer. (g) Borrower represents that each Servicing Agreement can be terminated by Borrower without cause and without payment of any termination fee or other fee upon not greater than sixty (60) days prior written notice to the Servicer thereunder. Borrower shall not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is in full force and effect and no default or event of default by Borrower exists under any Servicing Agreement, and Borrower has no knowledge of any default or event of default thereunder by the Servicer. Borrower shall, within ten (10) days following a written request by Agent, deliver to Agent true and correct copies of all Servicing Agreements.

Servicing. Acting directly or through one or more Subservicers as provided in Section 3.03, the Servicer shall service and administer the Mortgage Loans in accordance with this Agreement, the terms of the respective Mortgage Loans, all applicable laws (a) Borrower covenants including, without limitation, any applicable predatory and abusive lending laws), and its normal and customary servicing standards, and shall have full power and authority, acting alone, to maintain do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. The Servicer shall not be required to institute litigation for collection of any payment if it reasonably questions its ability to enforce the provision of the Mortgage Loan under which the payment is required. Subject to the terms hereof, the Servicer shall have full power and authority to execute and deliver, on behalf of the Trustee, customary consents, waivers and similar instruments. Subject to Section 3.03, the Servicer may, and is hereby authorized to, perform any of its servicing responsibilities with respect to all or certain of the Mortgage Loans through a Subservicer as it may from time to be maintained time designate, but no such designation of a Subservicer shall serve to release the Servicer from any of its obligations under this Agreement. Such Subservicer shall have the rights and powers of the Servicer which have been delegated to such Subservicer with respect to such Mortgage Loans under this Agreement. Without limiting the generality of the foregoing, but subject to Sections 3.11 and 3.12, the Servicer in conformity with Accepted Servicing Practices its own name or in the industry for name of a Subservicer may be authorized and empowered pursuant to a power of attorney executed and delivered by the same type Trustee to execute and deliver, and may be authorized and empowered by the Trustee to execute and deliver, on behalf of mortgage loans as itself, the Mortgage Loans Holders and in a manner at least equal in quality to the servicing Borrower provides for other mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one Trustee or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing approved by Borrower. (b) If any of the Mortgage Loans are serviced by Borrowerthem, (i) Borrower agrees that Agent is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies instruments of computer tapes, proof satisfaction or cancellation or of insurance coverage, insurance policies, appraisals, partial or full release or discharge and all other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage Loans (the "SERVICING RECORDS"), and (ii) Borrower grants Agent, for the benefit of Lender, a security interest in all servicing fees and rights relating comparable instruments with respect to the Mortgage Loans and all Servicing Records to secure the obligation of Borrower or its designee to service the Mortgage Loans in conformity with this Section and any other obligation of Borrower to Lender. Borrower covenants to safeguard such Servicing Records and to deliver them promptly to Agent or its designee (including the Custodian) at Agent's request. (c) If any of the Mortgage Loans are serviced by a third party servicer (such third party servicer, the "SERVICER"), Borrower (i) shall provide a copy of the servicing agreement to Agent, which shall be in form and substance acceptable to Agent (the "SERVICING AGREEMENT")Mortgaged Properties, (ii) shall provide to institute foreclosure proceedings or obtain a Servicer Notice and Agreement deed in lieu of foreclosure so as to effect ownership of any Mortgaged Property in the name of the Servicer substantially in on behalf of the form of Exhibit E hereto (a "SERVICER NOTICE AND AGREEMENT") and shall cause the Servicer to acknowledge and agree to the same Trustee, and (iii) hereby irrevocably assigns to Lender hold title to any Mortgaged Property upon such foreclosure or deed in lieu of foreclosure on behalf of the Trustee. Section 3.11(a) and such Lender's successors and assigns all right, title and interest Section 3.12(a) shall each constitute a revocable power of Borrower in, to and under, and attorney from the benefits of, and Servicing Agreement with respect Trustee to the Servicer to execute an instrument of satisfaction (or assignment of mortgage without recourse) for any Mortgage LoansLoan held by the Trustee paid in full or foreclosed (or for which payment in full has been escrowed). Any successor Revocation of such power of attorney shall take effect upon (i) the receipt by the Servicer of written notice thereof from the Trustee or assignee of a Servicer shall be approved in writing by Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations with respect to (ii) the Mortgage Loans. (d) If the servicer termination of the Mortgage Loans is Borrower or an Affiliate of Borrower, Borrower shall provide to Agent a letter Trust. Upon written instructions from the Servicer, the Trustee shall execute any documentation furnished to it by the Servicer for recordation by the Servicer in the appropriate jurisdictions as the case may be, to the effect that upon the occurrence of an Event of Default, Agent may terminate any Servicing Agreement and transfer servicing to Agent's designee, at no cost or expense to Agent, it being agreed that Borrower will pay any and all fees required to terminate the Servicing Agreement and shall be necessary to effectuate the transfer foregoing. Subject to Sections 3.11 and 3.12, the Trustee shall execute a power of servicing attorney to the designee of Agent. (e) After Servicer or any Subservicer and furnish them with any other documents as the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, unless otherwise agreed Servicer or such Subservicer shall reasonably request in writing by Agent, Borrower will have no right to modify or alter enable the terms of Servicer and such Mortgage Loan Subservicer to carry out their respective servicing and Borrower will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in this Agreement. (f) In the event Borrower or its Affiliate is servicing the Mortgage Loans, Borrower administrative duties hereunder. The Servicer shall permit Agent to inspect Borrower's or its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying Agent that Borrower or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Agreement. (g) Borrower represents that each Servicing Agreement can be terminated by Borrower without cause and without payment of any termination fee or other fee upon not greater than sixty (60) days prior give prompt written notice to the Servicer thereunder. Borrower shall not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is in full force and effect and no default or event of default by Borrower exists under any Servicing Agreement, and Borrower has no knowledge Trustee of any default action, of which the Servicer has actual knowledge, to (i) assert a claim against the Trust or event of default thereunder by (ii) assert jurisdiction over the Servicer. Borrower shall, within ten (10) days following a written request by Agent, deliver to Agent true and correct copies of all Servicing AgreementsTrust.

Servicing. (a) Borrower covenants The Receivables Parties recognize the existence of rights in favor of the Transition Bond Trustee under the Indenture and the Transition Property Servicing Agreements to maintain (i) replace Oncor Electric Delivery Company as the Initial TC Servicer thereunder and (ii) take control over collections relating to the Transition Charges, under certain limited circumstances described in the Indenture and the Transition Property Servicing Agreements, subject to applicable law and regulations, the Financing Order and the terms of this Section 5. The TC Parties recognize the existence of rights in favor of the Receivables Parties under the Receivables Purchase Agreement and the Receivables Transfer Agreements to (i) replace TXU Business Services Company as servicer, subservicer or Collection Agent thereunder and (ii) take control over Collections relating to Eligible Assets, under certain limited circumstances described in the Receivables Purchase Agreement and the Receivables Transfer Agreements, subject to applicable law and regulations and the terms of this Section 5. (i) Notwithstanding the provisions of Section 5(a) above, the Receivables Parties acknowledge that under the terms of the Transition Property Servicing Agreements, upon a default by the Initial TC Servicer under the applicable Transition Property Servicing Agreement, the Transition Bond Trustee will be required to exercise its right to appoint a replacement servicer, with respect to the related series of Transition Bonds, upon the instruction of the requisite percentage of holders of Transition Bonds of such series. After payment of Transition Charges as contemplated in this Section 5(b)(i), the Transition Bond Trustee shall, or shall cause the servicing Initial TC Servicer or Replacement Servicer (as defined below) to, remit all Eligible Assets that remain in the possession of the Mortgage Loans Initial TC Servicer or Replacement Servicer, after such contemplated payment of Transition Charges, to the Initial Receivables Purchaser by paying such Eligible Assets directly into the applicable lock-box accounts subject to a Lock-Box Agreement (as defined in the Receivables Transfer Agreements) executed by and among the Administrative Agent, the bank or financial institution that maintains such lock-box accounts and the Receivables Agent, as agent for the Initial Receivables Purchaser, giving control of such lock-box account to the Administrative Agent. (ii) Notwithstanding the provisions of Section 5(a) above, the Receivables Parties acknowledge that under the terms of Finding of Fact No. 58(e)(3) and Finding of Fact No. 58(e)(2), respectively, of the Financing Order under certain limited circumstances specified in the Financing Order, upon a default by a retail electric provider, among alternative options to be maintained selected and implemented by the retail electric provider, (x) certain revenues and receipts from retail electric customers of such retail electric provider, including collections relating to the Transition Charges and Collections relating to Eligible Assets, may be paid directly into a lock-box account controlled by the Initial TC Servicer and in conformity that case amounts in such account must be applied first to pay Transition Charges then due and owing before the remaining amounts are released to the retail electric provider, or (y) other mutually suitable and agreeable arrangements with Accepted Servicing Practices in the industry Initial TC Servicer may be immediately implemented to pay Transition Charges then due. With respect to Finding of Fact No. 58(e) of the Financing Order, TXU Retail, for the same type benefit of mortgage loans the Receivables Parties, hereby agrees to the following: (A) it irrevocably and unconditionally waives all right to select and implement the option pursuant to Finding of Fact No. 58(e)(3) of the Financing Order; and (B) if it selects the option pursuant to Finding of Fact No. 58(e)(2) of the Financing Order, it (x) shall provide written notice within three Business Days to the Administrative Agent and each Managing Agent, including a written report in reasonable detail of the proposed arrangements to pay Transition Charges then due, (y) shall not implement such proposed arrangements unless such proposed arrangements are in form and substance reasonably satisfactory to the Administrative Agent and each Managing Agent (taking into account continuity of perfection and priority of security interests, priority of payment and such other matters as the Mortgage Loans Administrative Agent and each Managing Agent shall deem relevant to protect their interests consistent with the terms of this Agreement) and the Administrative Agent and each Managing Agent consents to such proposed arrangements in writing, such consent not to be unreasonably withheld or delayed. (i) In the event that the Transition Bond Trustee is entitled to and desires to exercise its right to replace Oncor Electric Delivery Company as the Initial TC Servicer with respect to a manner at least equal in quality series of Transition Bonds, or a Receivables Party is entitled to and desires to exercise its right to replace TXU Business Services Company as Receivables Agent, the party so desiring to exercise such right shall promptly give written notice to the servicing Borrower provides for other mortgage loans which it owns(the "Servicer Notice") and consult with the other with respect to the Person who would replace the Initial TC Servicer or the Receivables Agent, as applicable, in such capacities. Any successor in such capacities shall be agreed to by both the Transition Bond Trustee and the Receivables Parties within ten Business Days of the date of the Servicer Notice, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below). The Person named as replacement Initial TC Servicer or replacement Receivables Agent in accordance with this Section 5 is referred to herein as the "Replacement Servicer" or "Replacement Collection Agent," respectively. In the event that the preceding language is interpreted Transition Bond Trustee and the Receivables Parties are unable to agree upon a Replacement Servicer or Replacement Collection Agent, as constituting one the case may be, on or more servicing contractsbefore the tenth Business Day occurring from and after the Servicer Notice, each a Replacement Servicer or Replacement Collection Agent, as the case may be, shall be promptly selected by the independent public accounting firm representing the Utility at such servicing contract shall terminate automatically upon time, subject to the earliest of (i) an Event of DefaultRating Agency Condition. The parties hereto agree that no retail electric provider affiliated with the Utility will constitute a successor to the Utility, as TC Servicer under this Agreement. (ii) In the date on which all event that the Secured Obligations have been paid in fullTransition Bond Trustee is entitled to and desires to exercise its rights to redirect collections relating to the Transition Charges, or a Receivables Party is entitled to and desires to exercise its rights to redirect Collections relating to the Eligible Assets, then the parties hereto agree that a financial institution chosen in accordance with the provisions set forth below (the "Designated Account Holder") shall replace each of the Initial TC Servicer (or Replacement Servicer, as the case may be) and Receivables Agent (or Replacement Collection Agent, as the case may be) with respect to the collection and disbursement of Transition Charges and related collections and Eligible Assets and Collections; provided that, with respect to the Deposit Accounts, Lock-Box Agreements (as defined in the Receivables Transfer Agreements), in form and substance, satisfactory to the Administrative Agent, shall be executed by the Designated Account Holder, the bank or financial institution that maintains such Deposit Accounts and the Administrative Agent (or such parties shall amend previously executed Lock-Box Agreements related to such Deposit Accounts, in form and substance satisfactory to the Administrative Agent and each Managing Agent), giving the Administrative Agent and Transition Bond Trustee control of such Deposit Accounts and perfecting the Receivable Parties' security interest in those certain revenues and receipts from retail electric customers that are Collections relating to Eligible Assets and the Transition Bond Trustee's security interest in those collections relating to Transition Charges; provided further that the Administrative Agent and the Transition Bond Trustee shall receive proper undated executed Post Office Box Notices (as defined in the Receivables Transfer Agreements), in form and substance satisfactory to the Administrative Agent, from the [Initial Receivables Purchaser] to any current and future United States Post Offices that maintain Post Office Boxes (as defined in the Receivables Transfer Agreements) receiving payments related to those certain revenues and receipts from retail electric customers that are Collections relating to Eligible Assets and collections that are related to the Transition Charges and, giving the Administrative Agent and Transition Bond Trustee control of such Post Office Boxes and perfecting the Receivable Parties' security interest in such Collections relating to Eligible Assets and the Transition Bond Trustee's security interest in collections relating to Transition Charges. The parties hereto agree that the Designated Account Holder shall be a financial institution selected by the Transition Bond Trustee in accordance with the terms of the Indenture and the Receivables Parties, (x) which has, at the time of its appointment, a minimum capital of $50,000,000 and is experienced in collecting utility company receivables and (y) whose appointment shall be subject to satisfaction of the Rating Agency Condition. In the event that the Transition Bond Trustee and the Receivables Parties are unable to agree within ten Business Days upon a Designated Account Holder (or a replacement Designated Account Holder if the then current Designated Account Holder is unable or unwilling to act in that capacity or defaults in its obligations under this Agreement in such capacity), a Designated Account Holder shall be promptly selected by the independent public accounting firm representing the Utility at such time, subject to the satisfaction of the Rating Agency Condition. (iii) Upon appointment of a Designated Account Holder pursuant to Section 5(c)(ii) above, the transfer of servicing approved parties hereto agree that the Designated Account Holder shall be instructed by Borrower. (b) If any of the Mortgage Loans are serviced by BorrowerUtility to, and the Designated Account Holder shall, (i) Borrower agrees that Agent is allocate and remit funds from the collateral assignee Deposit Accounts, in amounts calculated by the Utility, with such calculations provided to the Designated Account Holder on a daily basis to the persons entitled thereto, being the Transition Bond Trustee in the case of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records collections relating to or evidencing the servicing Transition Charges and the Receivables Parties in the case of Mortgage Loans (all Collections relating to the "SERVICING RECORDS")Eligible Assets, provided that, in the case of a shortfall of funds in the Deposit Accounts, such allocation and remittances shall be made, first, on a pro rata basis as between Transition Charges and Eligible Assets, excluding late charges, based on the respective amounts of Transition Charges and Eligible Assets billed to each retail electric customer and, second, by allocating any late charges to the Utility, and (ii) Borrower grants Agentmaintain records as to the amounts deposited into such account, for the benefit of Lender, a security interest amounts remitted therefrom and the allocation as provided in all servicing clause (i) above. The fees and rights expenses of the Designated Account Holder shall be payable as follows: that portion of those fees and expenses allocable to collections relating to the Mortgage Loans and all Servicing Records to secure the obligation of Borrower or its designee to service the Mortgage Loans in conformity with this Section and any other obligation of Borrower to Lender. Borrower covenants to safeguard such Servicing Records and to deliver them promptly to Agent or its designee (including the Custodian) at Agent's request. (c) If any of the Mortgage Loans are serviced by a third party servicer (such third party servicer, the "SERVICER"), Borrower (i) shall provide a copy of the servicing agreement to Agent, which Transition Charges shall be in form and substance acceptable to Agent (payable by the "SERVICING AGREEMENT"), (ii) shall provide a Initial TC Servicer Notice and Agreement to or the Servicer substantially in the form of Exhibit E hereto (a "SERVICER NOTICE AND AGREEMENT") and shall cause the Servicer to acknowledge and agree to the same and (iii) hereby irrevocably assigns to Lender and such Lender's successors and assigns all right, title and interest of Borrower in, to and under, and the benefits of, and Servicing Agreement with respect to the Mortgage Loans. Any successor or assignee of a Servicer shall be approved in writing by Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations with respect to the Mortgage Loans. (d) If the servicer of the Mortgage Loans is Borrower or an Affiliate of Borrower, Borrower shall provide to Agent a letter from the Replacement Servicer, as the case may be, from, and only to the effect extent of, the servicer fees provided for in the Transition Property Servicing Agreements, and that upon the occurrence portion of an Event of Default, Agent may terminate any Servicing Agreement those fees and transfer servicing expenses allocable to Agent's designee, at no cost or expense to Agent, it being agreed that Borrower will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing Collections relating to the designee of Agent. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished Eligible Assets shall be payable by the Custodian, unless otherwise agreed in writing by Receivables Agent or the Replacement Collection Agent, Borrower will have no right to modify or alter the terms of such Mortgage Loan and Borrower will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in this Agreement. (f) In the event Borrower or its Affiliate is servicing the Mortgage Loans, Borrower shall permit Agent to inspect Borrower's or its Affiliate's servicing facilities, as the case may be, from, and only to the extent of, the servicer fees provided for in the purpose Receivables Purchase Agreement or the Receivables Transfer Agreements, as applicable. The TC Parties, the Utility, the Receivables Parties and the Receivables Sellers shall each have the right to require an accounting from time to time, but no more frequently than once monthly, of satisfying collections, allocations and remittances by the Designated Account Holder. The Designated Account Holder shall pay all reasonable fees and expenses of such accounting, and shall (i) treat such fees and expenses as having been incurred in its role as Collection Agent that Borrower under the Receivables Transfer Agreements or its Affiliatethe Receivables Purchase Agreement, as applicable, if such request for an accounting is made by any of the Receivables Parties or the Receivables Sellers and (ii) be reimbursed by the Initial TC Servicer or the Replacement Servicer, as the case may be, has if such request for an accounting is made by the ability to service TC Parties or the Mortgage Loans as provided in this AgreementUtility. (gd) Borrower represents that If a Replacement Servicer or Replacement Collection Agent cannot be appointed in accordance with Section 5(c)(i) above, then either the Transition Bond Trustee or the Receivables Parties may exercise its rights under Section 5(c)(ii) above for the appointment of a Designated Account Holder. (e) Anything in this Agreement to the contrary notwithstanding, any action taken by either the Transition Bond Trustee or a Receivables Party to appoint a Replacement Servicer or Replacement Collection Agent or designate the Designated Account Holder pursuant to this Section 5 shall be subject to the Rating Agency Condition and the consent, if required by law or the Financing Order, of the Public Utility Commission of Texas. For the purposes of this Agreement, the "Rating Agency Condition" means, with respect to any such action, notification to each Servicing Agreement can be terminated by Borrower without cause rating agency then rating any class or series of Transition Bonds and without payment of any termination fee securities issued pursuant to any indenture, receivables transfer agreement or other fee upon not greater than sixty document or agreement executed by the Receivables Sellers and the Receivables Parties in connection with a Receivables Financing or any commercial paper issued to fund the related sale or financing of Eligible Assets (60collectively, the "Securities") days prior written notice to the Servicer thereunder. Borrower shall not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is in full force and effect and no default or event of default by Borrower exists under any Servicing Agreementsuch action, and Borrower has no knowledge the receipt of written notification from each such rating agency, other than, with respect to Transition Bonds only, Moody's (as defined in the Indenture), that such action will not result in a reduction or withdrawal of its then current rating on Transition Bonds or the Securities. The parties hereto acknowledge and agree that the approval or the consent of the rating agencies which is required in order to satisfy the Rating Agency Condition is not subject to any default standard of commercial reasonableness, and the parties are bound to satisfy this condition whether or event of default thereunder by not the Servicer. Borrower shall, within ten (10) days following a written request by Agent, deliver to Agent true and correct copies of all Servicing Agreementsrating agencies are unreasonable or arbitrary.

Servicing. (a) The Borrower covenants to maintain or cause the servicing of the Mortgage Loans to be maintained in conformity serviced pursuant to the Servicing Agreement and to cause the Initial Servicer to provide written notice to the Lender within one (1) Business Day with Accepted Servicing Practices in the industry for the same type of mortgage loans as the respect to any Mortgage Loans that continue to be serviced by the Initial Servicer as of the 120th day after the date of the related Advance. The Borrower agrees that the Initial Servicer shall have no right to service any Mortgage Loan after the date which is 150 days as of the date of the related Advance without the prior written consent of the Lender, which may be given or withheld in its sole and in a manner at least equal in quality absolute discretion. The payment of any servicing fees of an Initial Servicer shall be subordinate to the servicing Borrower provides for other mortgage loans which it owns. In payment of amounts due to the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing approved by BorrowerLender under this Loan Agreement. (b) If any During the term of the Mortgage Loans are serviced by Borrowerthis Loan Agreement, (i) the Borrower agrees that Agent is the collateral assignee of Lender has a first priority perfected security interest in all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data basesdatabases, computer tapes, copies of computer tapes, proof proofs of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of any Mortgage Loans (collectively, the "SERVICING RECORDSServicing Records"), and (ii) the Borrower grants Agent, for the benefit of Lender, Lender a security interest in all servicing fees and fees, the Borrower's rights relating to the Mortgage Loans and all Servicing Records Records, in each case to secure the obligation of Borrower or its designee any Servicer to service the Mortgage Loans in conformity with this Section and the Servicing Agreement and any other obligation obligations of the Borrower to the Lender. The Borrower covenants to safeguard such Servicing Records and to deliver them promptly to Agent the Lender or its designee (including the Custodian) at Agentthe Lender's request. (c) If any of the Mortgage Loans are serviced by a third party servicer (such third party servicer, the "SERVICER"), The Borrower (i) shall provide a copy of the Servicing Agreement, or any amendments or supplements thereto, to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which such Initial Servicer shall begin servicing agreement to Agentthe Mortgage Loans, which shall be in the form and substance acceptable to Agent (the "SERVICING AGREEMENT"), (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit E hereto (a "SERVICER NOTICE AND AGREEMENT") and shall cause the Servicer to acknowledge and agree to the same and (iii) hereby irrevocably assigns to Lender and such Lender's successors and assigns all right, title and interest of Borrower in, to and under, and the benefits of, and Servicing Agreement with respect Borrower shall have obtained the written consent of the Lender for the Initial Servicer to the Mortgage Loans. Any successor or assignee of a Servicer shall be approved in writing by Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations with respect to service the Mortgage Loans. (d) If the servicer of the Mortgage Loans is The Borrower or an Affiliate of Borrower, Borrower shall provide to Agent a letter from the Servicer, as the case may be, to the effect agrees that upon the occurrence of an Event of Default, Agent the Lender may, in its sole discretion, terminate the Initial Servicer and all of its respective rights under the Servicing Agreement, with or without cause, in each case without payment of any fee (including without limitation a termination fee) or any expense. In addition, the Borrower shall provide to the Lender a letter from the Borrower to the effect that, upon the occurrence of an Event of Default, the Lender may terminate any Servicing Agreement and transfer servicing to Agent's designee, at no cost or expense to Agent, it being agreed that Borrower will pay any the Initial Servicer and all fees required to terminate of its respective rights under the Servicing Agreement Agreement, with or without cause, in each case without payment of any fee (including without limitation a termination fee), or any expense, and direct that collections with respect to effectuate the Mortgage Loans be remitted in accordance with the Lender's instructions. The Borrower agrees to cooperate with the Lender in connection with any transfer of servicing to the designee of Agentany Mortgage Loans. (e) After the Funding Closing Date, and until the pledge of any Mortgage Loan is relinquished by the Custodian, unless otherwise agreed in writing by Agent, the Borrower will have no right to modify or alter the terms of such Mortgage Loan or consent to the modification or alteration of the terms of such Mortgage Loan, and the Borrower will have no obligation or right to repossess such any Mortgage Loan or substitute another Mortgage Loan, except as provided in this any Custodial Agreement. (f) In the event Borrower or its Affiliate is servicing the Mortgage Loans, The Borrower shall permit Agent the Lender, upon reasonable prior written notice (which shall be no more than five (5) Business Days' prior notice) and at a mutually convenient time, to inspect the Borrower's or its Affiliateany Related Party's servicing facilities, as the case may be, for the purpose of satisfying Agent the Lender that the Borrower or its Affiliatesuch Related Party, as the case may be, has the ability to service the Mortgage Loans as provided in this Loan Agreement. In addition, with respect to a Servicer which is not a Related Party, the Borrower shall use its reasonable best efforts to enable the Lender to inspect the servicing facilities of such Servicer. (g) Borrower represents To the extent that each Servicing Agreement can any provision of this Section 11.15 shall be terminated by Borrower without cause and without payment in conflict with the provisions of any termination fee or other fee upon not greater than sixty (60) days prior written notice to the Servicer thereunder. Borrower shall not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is in full force and effect and no default or event of default by Borrower exists under any Servicing Agreement, and Borrower has no knowledge the provisions of any default or event of default thereunder by the Servicer. Borrower shall, within ten (10) days following a written request by Agent, deliver to Agent true and correct copies of all Servicing AgreementsAgreement shall control.

Servicing. (a) Each Borrower covenants to maintain or cause the servicing of the Mortgage Loans to be maintained in conformity with Accepted Servicing Practices accepted and prudent servicing practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing such Borrower provides for other mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the date on which all the Secured Obligations have been paid in full, full or (iii) the transfer of servicing approved by the Borrower. (b) If any of the Mortgage Loans are serviced by either Borrower, (i) such Borrower agrees that Agent the Lender is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage Loans (the "SERVICING RECORDSServicing Records"), and (ii) such Borrower grants Agent, for the benefit of Lender, Lender a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of such Borrower or its designee to service the Mortgage Loans in conformity with this Section and any other obligation of such Borrower to the Lender. Each Borrower covenants to safeguard such Servicing Records and to deliver them promptly to Agent the Lender or its designee (including the Custodian) at Agentthe Lender's request. (c) If any of the Mortgage Loans are serviced by a third party servicer (such third party servicer, the "SERVICERServicer"), such Borrower (i) shall provide a copy of the servicing agreement to Agentthe Lender, which shall be in form and substance acceptable to Agent the Lender (the "SERVICING AGREEMENTServicing Agreement"), ; and (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit E hereto (a "SERVICER NOTICE AND AGREEMENT") and shall cause the Servicer to acknowledge and agree to the same and (iii) hereby irrevocably assigns to the Lender and such the Lender's successors and assigns all right, title and title, interest of such Borrower in, to and under, and the benefits of, and any Servicing Agreement with respect to the Mortgage Loans. Any successor or assignee of a to the Servicer shall be approved in writing by the Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations with respect to the Mortgage Loans. (d) If the servicer of the Mortgage Loans is either Borrower or the Servicer is an Affiliate of such Borrower, such Borrower shall provide to Agent the Lender a letter from such Borrower or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of DefaultDefault and acceleration of the debt outstanding pursuant to Section 9 hereof, Agent the Lender may terminate any Servicing Agreement and transfer servicing to Agent's its designee, at no cost or expense to Agentthe Lender, it being agreed that such Borrower will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of Agentthe Lender. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, unless otherwise agreed in writing by Agent, Borrower the Borrowers will have no right to modify or alter the terms of such Mortgage Loan and Borrower the Borrowers will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in this the Custodial Agreement. (f) In the event either Borrower or its Affiliate is servicing the Mortgage Loans, such Borrower shall permit Agent the Lender to inspect such Borrower's or its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying Agent the Lender that such Borrower or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Loan Agreement. (g) Borrower represents that each Servicing Agreement can be terminated by Borrower without cause and without payment of any termination fee or other fee upon not greater than sixty (60) days prior written notice to the Servicer thereunder. Borrower shall not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is in full force and effect and no default or event of default by Borrower exists under any Servicing Agreement, and Borrower has no knowledge of any default or event of default thereunder by the Servicer. Borrower shall, within ten (10) days following a written request by Agent, deliver to Agent true and correct copies of all Servicing Agreements.

Servicing. (a) Borrower covenants a. The Seller Parties, on Buyer’s behalf, shall contract with each of Master Servicer and Subservicer to maintain or cause service the servicing Contributed Crop Loans pursuant to the applicable Servicing Agreement and in accordance with the Accepted Servicing Practices. Pursuant to the terms of the Mortgage Loans to be maintained in conformity with Accepted Servicing Practices Agreements, the Seller and Subservicer established the Servicer Accounts in the industry name of Seller, in its capacity as Master Servicer, for the same type benefit of mortgage loans as the Mortgage Loans and in a manner at least equal in quality Buyer. The Servicer Account shall be subject to the servicing Borrower provides for other mortgage loans which it owns. In terms of the event that Servicer Account Control Agreement. b. Upon the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest occurrence and continuation of (i) an Event of Default, Default hereunder or (ii) a Servicer Termination Event, Buyer shall have the date on which right to immediately terminate the applicable Servicer’s right to service the Contributed Crop Loans without payment of any penalty or termination fee. Each Seller Party shall cooperate and shall require that the Servicers cooperate in transferring the servicing of the Contributed Crop Loans to a successor servicer appointed by Buyer in its sole discretion. Upon the occurrence and continuation of an Event of Default or a Servicer Termination Event in connection with the Master Servicer, the Subservicer shall automatically be appointed as Master Servicer in accordance with the terms of the Subservicer Side Letter and all rights, duties and obligations of Master Servicer hereunder and under any other Transaction Document shall thereafter be the Secured Obligations have been paid rights, duties and obligations of the Subservicer, in full, or (iii) the transfer of servicing approved by Borrowerits capacity as a successor master servicer. (b) c. If any Seller Party should discover that, for any reason whatsoever, Servicer or any other entity responsible for managing or servicing any Contributed Crop Loans has failed to perform in all material respects any of the Mortgage obligations of such entities with respect to Contributed Crop Loans, or that an event of default under the applicable Servicing Agreement has occurred, such Seller Party shall promptly notify Buyer. d. In the event that any Purchased Asset or a Contributed Crop Loan is serviced by a Third Party Servicer, the Seller Parties shall provide promptly to Buyer a side letter addressed to and agreed to by such Third Party Servicer of the related Purchased Assets or Contributed Crop Loans, as applicable, advising such Third Party Servicer of such matters as Buyer may reasonably request, including, without limitation, recognition by the applicable master servicer of Buyer’s interest in such Contributed Crop Loans and the Third Party Servicer’s agreement that upon receipt of notice of an Event of Default under this Agreement from Buyer, it will follow the instructions of Buyer with respect to the Contributed Crop Loans and any related Income with respect thereto. e. No Seller Party shall employ a Third Party Servicer without the prior written approval of Buyer, which approval shall not be unreasonably withheld, delayed or conditioned. If the Contributed Crop Loans are serviced serviced, in whole or in part, by Borrower, a subservicer (i) Borrower agrees that Agent is the collateral assignee of all servicing records, including but not limited applicable Servicer shall nevertheless remain primarily liable to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing Buyer for the servicing of Mortgage the Contributed Crop Loans (under the "SERVICING RECORDS"), applicable Servicing Agreement; and (ii) Borrower grants Agent, for any agreement with a subservicer shall entitle Buyer to terminate such subservicer without fee or penalty in the benefit of Lender, a security interest in all servicing fees and rights relating event that the applicable Servicer is replaced subject to the Mortgage Loans and all Servicing Records to secure terms of the obligation of Borrower or its designee to service the Mortgage Loans in conformity with this Section and any other obligation of Borrower to Lender. Borrower covenants to safeguard such Servicing Records and to deliver them promptly to Agent or its designee (including the Custodian) at Agent's requestapplicable subservicing agreement. (c) If any of the Mortgage Loans are serviced by a third party servicer (such third party servicer, the "SERVICER"), Borrower (i) shall provide a copy of the servicing agreement to Agent, which shall be in form and substance acceptable to Agent (the "SERVICING AGREEMENT"), (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit E hereto (a "SERVICER NOTICE AND AGREEMENT") and f. Each Seller Party shall cause the Master Servicer to acknowledge and agree to the same and (iii) hereby irrevocably assigns to Lender and such Lender's successors and assigns all right, title and interest of Borrower in, to and under, and the benefits of, and Servicing Agreement with respect to the Mortgage Loans. Any successor or assignee of a Servicer shall be approved in writing by Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations with respect to the Mortgage Loans. (d) If the servicer of the Mortgage Loans is Borrower or an Affiliate of Borrower, Borrower shall provide to Agent Buyer, electronically, in a letter from format mutually acceptable to Buyer and each Seller Party, by no later than the ServicerServicer Reporting Date, as the case may be, to the effect that upon the occurrence of an Event of Default, Agent may terminate any Servicing Agreement and transfer servicing to Agent's designee, at no cost or expense to Agent, it being agreed that Borrower will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of AgentReport. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, unless otherwise agreed in writing by Agent, Borrower will have no right to modify or alter the terms of such Mortgage Loan and Borrower will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in this Agreement. (f) In the event Borrower or its Affiliate is servicing the Mortgage Loans, Borrower shall permit Agent to inspect Borrower's or its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying Agent that Borrower or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Agreement. (g) Borrower represents that each Servicing Agreement can be terminated by Borrower without cause and without payment of any termination fee or other fee upon not greater than sixty (60) days prior written notice to the Servicer thereunder. Borrower shall not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is in full force and effect and no default or event of default by Borrower exists under any Servicing Agreement, and Borrower has no knowledge of any default or event of default thereunder by the Servicer. Borrower shall, within ten (10) days following a written request by Agent, deliver to Agent true and correct copies of all Servicing Agreements.

Servicing. (a) The Borrower covenants to maintain or cause the servicing of the Mortgage Loans to be maintained in conformity with Accepted Servicing Practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing Borrower provides for other mortgage loans which it ownsPractices. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing to any entity approved by Borrowerthe Lender. (b) If any of During the period the Borrower is servicing the Mortgage Loans are serviced by BorrowerLoans, (i) the Borrower agrees that Agent is the collateral assignee of Lender has a first priority perfected security interest in all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Mortgage Loans (the "SERVICING RECORDSServicing Records"), and (ii) the Borrower grants Agent, for the benefit of Lender, Lender a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of the Borrower or its designee to service the Mortgage Loans in conformity with this Section and any other obligation of Borrower to the Lender. The Borrower covenants to safeguard such Servicing Records and to deliver them promptly to Agent the Lender or its designee (including the Custodian) at Agentthe Lender's request. It is understood and agreed by the parties that prior to an Event of Default, the Borrower shall retain the servicing fees with respect to the Mortgage Loans. (c) If any of the Mortgage Loans are serviced by a any other third party servicer (such third party servicer, the "SERVICERSubservicer"), ) the Borrower (i) shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to Agentthe Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage Loans, which shall be in the form and substance acceptable to Agent Lender (the "SERVICING AGREEMENT"), (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit E hereto (a "SERVICER NOTICE AND AGREEMENTServicing Agreement") and shall cause have obtained the Servicer written consent of the Lender for such Subservicer to acknowledge and agree to the same and (iii) hereby irrevocably assigns to Lender and such Lender's successors and assigns all right, title and interest of Borrower in, to and under, and the benefits of, and Servicing Agreement with respect to subservice the Mortgage Loans. Any successor or assignee of a Servicer Initially, the Subservicer shall be approved in writing by Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations with respect to the GMAC Mortgage LoansCorporation. (d) If The Borrower agrees that upon the occurrence of an Event of Default, the Lender may terminate the Borrower in its capacity as servicer of and terminate any Servicing Agreement and transfer such servicing to the Mortgage Loans is Borrower Lender or an Affiliate of Borrowerits designee, at no cost or expense to the Lender. In addition, the Borrower shall provide to Agent a letter the Lender an Instruction Letter from the Servicer, as the case may be, Borrower to the effect that upon the occurrence of an Event of Default, Agent the Lender may terminate any Subervicer or Servicing Agreement and transfer servicing direct that collections with respect to Agentthe Mortgage Loans be remitted in accordance with the Lender's designee, at no cost or expense instructions. The Borrower agrees to Agent, it being agreed that Borrower will pay any and all fees required to terminate cooperate with the Servicing Agreement and to effectuate Lender in connection with the transfer of servicing to the designee of Agentservicing. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, unless otherwise agreed in writing by Agent, the Borrower will have no right to modify or alter the terms of such the Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan, and the Borrower will have no obligation or right to repossess such any Mortgage Loan or substitute another Mortgage Loan, except as provided in this any Custodial Agreement. (f) In the event Borrower or its Affiliate is servicing the Mortgage Loans, The Borrower shall permit Agent the Lender to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrower's or its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying Agent the Lender that the Borrower or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Loan Agreement. (g) Borrower represents that each Servicing Agreement can be terminated by Borrower without cause and without payment . In addition, with respect to any Subservicer which is not an Affiliate of any termination fee or other fee upon not greater than sixty (60) days prior written notice to the Servicer thereunder. Borrower, the Borrower shall not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is in full force and effect and no default or event use its best efforts to enable the Lender to inspect the servicing facilities of default by Borrower exists under any Servicing Agreement, and Borrower has no knowledge of any default or event of default thereunder by the Servicer. Borrower shall, within ten (10) days following a written request by Agent, deliver to Agent true and correct copies of all Servicing Agreementssuch Subservicer.

Servicing. (a) The Borrower covenants to maintain or cause the servicing of the Mortgage Loans to be maintained in conformity with Accepted Servicing Practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing Borrower provides for other mortgage loans which it ownsPractices. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing to any entity approved by Borrowerthe Lender. (b) If any of During the period the Borrower is servicing the Mortgage Loans are serviced by BorrowerLoans, (i) the Borrower agrees that Agent is the collateral assignee of Lender has a first priority perfected security interest in all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans (the "SERVICING RECORDSServicing Records"), and (ii) the Borrower grants Agent, for the benefit of Lender, Lender a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of the Borrower or its designee to service the Mortgage Loans in conformity with this Section and any other obligation of Borrower to the Lender. The Borrower covenants to safeguard such Servicing Records and to deliver them promptly to Agent the Lender or its designee (including the Custodian) at Agentthe Lender's request. It is understood and agreed by the parties that prior to an Event of Default, the Borrower shall retain the servicing fees with respect to the Mortgage Loans. (c) If any of the Mortgage Loans are serviced by a any other third party servicer (such third party servicer, the "SERVICERSubservicer"), the Borrower (i) shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to Agentthe Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage Loans, which shall be in the form and substance acceptable to Agent Lender (the "SERVICING AGREEMENT"), (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit E hereto (a "SERVICER NOTICE AND AGREEMENTServicing Agreement") and shall cause have obtained the Servicer written consent of the Lender for such Subservicer to acknowledge and agree to the same and (iii) hereby irrevocably assigns to Lender and such Lender's successors and assigns all right, title and interest of Borrower in, to and under, and the benefits of, and Servicing Agreement with respect to subservice the Mortgage Loans. Any successor or assignee of a Servicer Initially, the Subservicer shall be approved in writing by Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations with respect to the Mortgage LoansAames Funding. (d) If The Borrower agrees that upon the occurrence of an Event of Default, the Lender may terminate the Borrower in its capacity as servicer of and terminate any Servicing Agreement and transfer such servicing to the Mortgage Loans is Borrower Lender or an Affiliate of Borrowerits designee, at no cost or expense to the Lender. In addition, the Borrower shall provide to Agent a letter the Lender an Instruction Letter from the Servicer, as the case may be, Borrower to the effect that upon the occurrence of an Event of Default, Agent the Lender may terminate any Subservicer or Servicing Agreement and transfer servicing direct that collections with respect to Agentthe Mortgage Loans be remitted in accordance with the Lender's designee, at no cost or expense instructions. The Borrower agrees to Agent, it being agreed that Borrower will pay any and all fees required to terminate cooperate with the Servicing Agreement and to effectuate Lender in connection with the transfer of servicing to the designee of Agentservicing. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, unless otherwise agreed in writing by Agent, the Borrower will have no right to modify or alter the terms of such the Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan, and the Borrower will have no obligation or right to repossess such any Mortgage Loan or substitute another Mortgage Loan, except as provided in this any Custodial Agreement. (f) In the event Borrower or its Affiliate is servicing the Mortgage Loans, The Borrower shall permit Agent the Lender to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrower's or its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying Agent the Lender that the Borrower or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Loan Agreement. (g) Borrower represents that each Servicing Agreement can be terminated by Borrower without cause and without payment . In addition, with respect to any Subservicer which is not an Affiliate of any termination fee or other fee upon not greater than sixty (60) days prior written notice to the Servicer thereunder. Borrower, the Borrower shall not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is in full force and effect and no default or event use its best efforts to enable the Lender to inspect the servicing facilities of default by Borrower exists under any Servicing Agreement, and Borrower has no knowledge of any default or event of default thereunder by the Servicer. Borrower shall, within ten (10) days following a written request by Agent, deliver to Agent true and correct copies of all Servicing Agreementssuch Subservicer.

Servicing. (a) Borrower covenants to maintain or cause the servicing of the Mortgage Loans Collaterally Assigned Loan to be maintained in conformity with Accepted Servicing Practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality Practices. Borrower shall, or shall cause Servicer to the servicing Borrower provides for other mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Defaultcomply with all applicable federal, state and local laws and regulations, (ii) the date on which maintain all the Secured Obligations have been paid in full, or state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the transfer rights of Lender in the Collaterally Assigned Loan or any payment thereunder. Lender may terminate the servicing approved by Borrowerof the Collaterally Assigned Loan with the then existing servicer in accordance with Section 10.04(e) hereof. (b) If the Collaterally Assigned Loan, or any of the Mortgage Loans are portion thereof, is serviced or subserviced by Borrower, (i) Borrower agrees acknowledges that Agent Lender is the collateral assignee of all Servicing Rights and servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage Loans the Collaterally Assigned Loan (the "SERVICING RECORDS"), “Servicing Records”) and (ii) Borrower grants Agent, for the benefit of Lender, a security interest in all servicing fees and rights relating to the Mortgage Loans and shall (or shall cause Servicer to) safeguard all Servicing Records so long as the Collaterally Assigned Loan are subject to secure this Loan Agreement and, at Lender’s request during the obligation continuance of Borrower an Event of Default, shall promptly deliver (or its designee cause Servicer to service the Mortgage Loans in conformity with this Section and any other obligation of Borrower to Lender. Borrower covenants to safeguard promptly deliver) all such Servicing Records and to deliver them promptly to Agent Lender or its designee (including the Custodian) at Agent's requestdesignee. (c) If the Collaterally Assigned Loan, or any of the Mortgage Loans portion thereof, are serviced or subserviced by a third party servicer (such third party Servicer or sub-servicer, the "SERVICER"), Borrower shall (i) shall provide a copy include in the Servicing Agreement such matters as Lender may reasonably request, including, without limitation, (w) Lender’s rights to indemnification and to recovery against any Servicer or sub-servicers insurance; (x) recognition by the Servicer of Lender’s security interest in the Collaterally Assigned Loan; (y) rights of Lender, upon reasonable and customary advance written notice, to inspect the books and records of the servicing agreement to Agent, which shall be in form and substance acceptable to Agent (the "SERVICING AGREEMENT"), (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit E hereto (a "SERVICER NOTICE AND AGREEMENT") and shall cause the Servicer to acknowledge and agree to the same and (iii) hereby irrevocably assigns to Lender and such Lender's successors and assigns all right, title and interest of Borrower in, to and under, and the benefits of, and Servicing Agreement with respect to the Mortgage LoansCollaterally Assigned Loan; and (z) the Servicer’s agreement that upon receipt of notice of an Event of Default from Lender, it will only follow the instructions of Lender with respect to the Collaterally Assigned Loan and any Collections with respect thereto and (ii) cause the Servicer and any sub-servicers engaged by Borrower to execute a letter agreement with Lender acknowledging Lender’s security interest in the Collaterally Assigned Loan and the Servicing Agreement and agreeing that such Servicer or sub-servicer shall apply all Collections with respect to the Collaterally Assigned Loan as directed by Lender. Any successor to the Servicer or assignee of a Servicer any sub-servicer shall be approved in writing by Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's ’s assumption of servicing obligations with respect to the Mortgage LoansCollaterally Assigned Loan. (d) Borrower shall not, and shall not permit Servicer to, employ sub-servicers to service the Collaterally Assigned Loan without the prior written approval of Lender which shall not be unreasonably withheld, conditioned or delayed. If the servicer of the Mortgage Loans Collaterally Assigned Loan is Borrower or an Affiliate of Borrowerserviced by a sub-servicer, Borrower shall provide irrevocably assign all rights, title and interest in the servicing agreement with such sub-servicer to Agent a letter from the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, Agent may terminate any Servicing Agreement and transfer servicing to Agent's designee, at no cost or expense to Agent, it being agreed that Borrower will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of AgentLender. (e) After Upon the Funding Dateoccurrence and during the continuance of an Event of Default hereunder or a default by the Servicer under the Servicing Agreement (to the extent a Servicing Agreement then exists), until Lender shall have the pledge right to immediately terminate, and/or to require Borrower to immediately terminate, Borrower’s, the Servicer’s and/or any sub-servicer’s right to service the Collaterally Assigned Loan and Lender shall not be responsible for payment of any Mortgage Loan is relinquished by penalty or termination fee, and shall have the Custodian, unless otherwise agreed in writing by Agent, Borrower will have no right to modify or alter appoint a successor servicer acceptable to Lender. Borrower shall, and shall cause Servicer and any sub-servicer to, cooperate in transferring the terms servicing of such Mortgage the Collaterally Assigned Loan and Borrower will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided a successor servicer appointed by Lender in this Agreementits sole discretion. (f) In the event If Borrower discovers that, for any reason whatsoever, any entity responsible to Borrower by contract for managing or its Affiliate is servicing the Mortgage LoansCollaterally Assigned Loan has failed to materially perform Borrower’s obligations under the Loan Documents or any of the material obligations of such entities with respect to the Collaterally Assigned Loan, Borrower shall permit Agent to inspect Borrower's or its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying Agent that Borrower or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Agreementpromptly notify Lender. (g) Borrower represents that shall cause the Servicer and any sub-servicer to provide a copy of each Servicing Agreement can report and notice sent to Borrower to be terminated by sent to Lender concurrently therewith. (h) Borrower without cause shall be responsible for paying all costs, fees and without payment of any termination fee or other fee upon not greater than sixty (60) days prior written notice expenses payable to the Servicer thereunder. Borrower shall not modify or amend and any sub-servicer for services performed pursuant to the Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing or otherwise. (i) Notwithstanding anything to the contrary contained herein, this Loan Agreement is and the other Loan Documents shall control over any and all contrary, conflicting or otherwise incompatible terms contained in full force and effect and no default or event of default by Borrower exists under any the Servicing Agreement, and Borrower has no knowledge of any default or event of default thereunder by the Servicer. Borrower shall, within ten (10) days following a written request by Agent, deliver to Agent true and correct copies of all Servicing Agreements.

Servicing. (a) Borrower The Seller covenants to maintain or cause the servicing of the Mortgage Purchased Loans to be maintained in conformity with Accepted Servicing Practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing Borrower provides for other mortgage loans which it ownsPractices. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) thirty (30) days after the last Purchase Date of such Purchased Loan, (iii) the date on which all the Secured Repurchase Obligations have been paid in full, full or (iiiiv) the transfer of servicing approved by Borrowerthe Seller. Upon any such termination, Seller shall comply with the requirements set forth in Section 7.31 as to the delivery of the Servicing Records and the physical servicing of each Purchased Loan. (b) If any of During the Mortgage Loans are serviced by Borrowerperiod the Seller or Servicer is servicing the Purchased Loans, (i) Borrower the Seller agrees that Agent the Buyer is the collateral assignee owner of the Servicing Rights and all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Mortgage Loans (the "SERVICING RECORDS"“Servicing Records”), and (ii) Borrower the Seller grants Agent, for the benefit of Lender, Buyer a security interest in all servicing fees and rights relating to the Mortgage Purchased Loans and all Servicing Records to secure the obligation of Borrower the Seller or its designee to service the Mortgage Loans in conformity with this Section 13.22 and any other obligation of Borrower the Seller to Lenderthe Buyer. Borrower At all times during the term of this Repurchase Agreement, the Seller covenants to safeguard hold such Servicing Records in trust for the Buyer and to safeguard, or cause each Servicer to safeguard, such Servicing Records and to deliver them, or cause any such Servicer to deliver them to the extent permitted under the related Servicing Agreement promptly to Agent the Buyer or its designee (including the Custodian) at Agent's requestthe Buyer’s request or otherwise as required by operation of Section 7.31 hereof. It is understood and agreed by the parties that prior to an Event of Default, the Seller, as servicer shall retain the servicing fees with respect to the Purchased Loans. (c) If the Purchased Loans are, at any time during the term of the Mortgage Loans are this Repurchase Agreement, serviced by a third party servicer or subservicer (such third party servicerservicer or subservicer, the "SERVICER"“Servicer”), Borrower such Servicer must be acceptable to RHS, ▇▇▇▇▇▇ Mae, ▇▇▇▇▇▇▇ Mac, FHA or VA, as applicable, and each Seller (i) shall provide a copy of the related servicing or subservicing agreement to Agentthe Buyer, which shall be in form and substance acceptable to Agent the Buyer (the "SERVICING AGREEMENT"“Servicing Agreement”), and (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit E G hereto (a "SERVICER NOTICE AND AGREEMENT"“Servicer Notice and Agreement”) and shall cause the Servicer to acknowledge and agree to the same and (iii) hereby irrevocably assigns to Lender and such Lender's successors and assigns all right, title and interest of Borrower in, to and under, and the benefits of, and Servicing Agreement with respect to the Mortgage Loanssame. Any successor or assignee of a Servicer shall be approved in writing by Lender the Buyer and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's ’s assumption of servicing obligations with respect to the Mortgage Loans. Any transfer of servicing of Mortgage Loans to any Servicer in accordance with this Section 13.22(c), shall be subject to the Buyer’s ownership and security interest in the Servicing Rights, (including, without limitation, the security interest created under Section 4.01(b)), the Buyer’s security interest in any payments received or to be received by the Seller in connection with such transfer or to any payments of any kind with respect to the Mortgage Loans being serviced by the Servicer and such transfer shall be subject to the Buyer’s right to terminate the Servicing Agreement with such transferee and to cause such transferee to transfer the servicing rights to the Buyer’s designee, in each case as more particularly set forth in this Section 13.22(c). (d) If the servicer Servicer of the Mortgage Purchased Loans is Borrower the Seller or the Servicer is an Affiliate of Borrowerthe Seller, Borrower the Seller shall provide to Agent the Buyer a letter from the Seller or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, Agent the Buyer may terminate any Servicing Agreement and in any event transfer servicing to Agent's the Buyer’s designee, at no cost or expense to Agentthe Buyer, it being agreed that Borrower the Seller will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of Agentthe Buyer. (e) In addition to the rights provided in Section 13.22(a), the Buyer shall have the right, exercisable at any time in its sole discretion, upon written notice, to terminate the Seller or any Servicers as servicer, respectively, of any Purchased Loans and any related Servicing Agreement. Upon any such termination, the Seller shall transfer or shall cause Servicer to transfer such servicing with respect to such Purchased Loans to the Buyer or its designee, at no cost or expense to the Buyer. The Seller agrees to cooperate with the Buyer in connection with the transfer of servicing. (f) After the Funding DatePurchase Date for any Purchased Loan, until such Purchased Loan is repurchased by the pledge of any Mortgage Loan Seller and possession thereof is relinquished by the Custodian, unless otherwise agreed in writing by Agent, Borrower the Seller will have no right to modify or alter the terms of such Mortgage Purchased Loan and Borrower the Seller will have no obligation or right to repossess such Mortgage Purchased Loan or substitute another Mortgage Purchased Loan, except as provided in this the Custodial Agreement. (fg) In the event Borrower the Seller or its Affiliate is servicing the Mortgage Purchased Loans, Borrower the Seller shall permit Agent the Buyer from time to time to inspect Borrower's the Seller’s or its Affiliate's ’s servicing facilities, as the case may be, for the purpose of satisfying Agent the Buyer that Borrower the Seller or its Affiliate, as the case may be, has the ability to service the Purchased Loans as provided in this Repurchase Agreement. (h) The Buyer shall have the right in its sole discretion to appoint a third party to perform due diligence with respect to the Seller’s servicing facilities at any time. The Seller shall cooperate with the Buyer and/or its designees to provide access to the Seller’s servicing facilities including without limitation its books and records with respect to the Seller’s servicing portfolio and the Purchased Loans. In addition to the foregoing, the Seller shall permit the Buyer to inspect upon reasonable prior written notice at a mutually convenient time, the Seller’s or its Affiliate’s servicing facilities, as the case may be, for the purpose of satisfying the Buyer that the Seller or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Agreement. (g) Borrower represents that each Servicing Agreement can be terminated by Borrower without . In addition, with respect to any Servicer which is not an Affiliate of the Seller, the Seller shall use its best efforts to enable the Buyer to inspect the servicing facilities of such Servicer and to cause and without payment of such Servicer to cooperate with the Buyer and/or its designees in connection with any termination fee or other fee upon not greater than sixty (60) days prior written notice to the Servicer thereunder. Borrower shall not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is in full force and effect and no default or event of default by Borrower exists under any Servicing Agreement, and Borrower has no knowledge of any default or event of default thereunder due diligence performed by the ServicerBuyer and/or such designees in accordance with this Section 13.22(h). Borrower shall, within ten (10The Seller and the Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by the Buyer in connection with any due diligence or inspection performed pursuant to this Section 13.22(h) days following a written request shall be paid by Agent, deliver to Agent true and correct copies of all Servicing Agreementsthe Buyer.

Servicing. (a) The Borrower covenants to maintain or service, and cause the servicing any servicer of the Mortgage SBA Loans (other than the Borrower) to be maintained service, the SBA Loans in conformity with Accepted Servicing Practices accepted and prudent servicing practices in the industry for the same type of mortgage loans SBA Loans as the Mortgage Pledged SBA Loans and in a manner at least equal in quality to the servicing the Borrower provides for other mortgage loans SBA Loans which it owns, including without limitation, those requirements set forth on Schedule 3 hereto (“Accepted Servicing Practices”). In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest As of (i) an Event of Default, (ii) the date on which all hereof, the Secured Obligations Borrower services the SBA Loans, and does not have been paid in full, or any servicing agreement with any third party to service the SBA Loans (iii) the transfer of servicing approved by Borrower“Servicing Agreement”). (b) If any of the Mortgage Loans are serviced by Borrower, (i) The Borrower agrees that Agent the Lender is the collateral assignee of all servicing recordsrecords to the extent of the Unguaranteed Portion, including including, but not limited to to, any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage SBA Loans (the "SERVICING RECORDS"“Servicing Records”), and (ii) the Borrower grants Agent, for the benefit of Lender, Lender a security interest in all servicing fees and of the Borrower’s rights relating to the Mortgage Pledged SBA Loans and all related Servicing Records to secure the obligation of the Borrower or its designee to service the Mortgage Loans in conformity with this Section and any other obligation of the Borrower to the Lender. The Borrower covenants to safeguard such Servicing Records and to deliver them promptly to Agent the Lender or its designee (including at the Custodian) at Agent's requestLender’s request following the occurrence of an Event of Default. The Lender acknowledges the SBA’s rights in the Servicing Records to the extent of the Guaranteed Portion. (c) If In the event the Borrower enters into any Servicing Agreement to service any or all of the Mortgage Loans are serviced by a third party servicer (such third party servicerSBA Loans, the "SERVICER"), Borrower (i) shall provide a copy of any Servicing Agreement to the servicing agreement to AgentLender, which shall be in form and substance acceptable to Agent the Lender, and (the "SERVICING AGREEMENT"ii), (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form upon any occurrence of Exhibit E hereto (a "SERVICER NOTICE AND AGREEMENT") and shall cause the Servicer to acknowledge and agree to the same and (iii) an Event of Default, hereby irrevocably assigns to the Lender and such the Lender's ’s successors and assigns all right, title and title, interest of the Borrower in, to and under, and the benefits of, and any Servicing Agreement with respect to the Mortgage Loans. Any successor or assignee of a Servicer shall be approved in writing by Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations with respect to the Mortgage Pledged SBA Loans. (d) If the servicer of the Mortgage Loans is Borrower or an Affiliate of Borrower, Borrower shall provide to Agent a letter from the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, Agent may terminate any Servicing Agreement and transfer servicing to Agent's designee, at no cost or expense to Agent, it being agreed that Borrower will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of Agent. (e) After the Funding Date, until the pledge of any Mortgage Pledged SBA Loan is relinquished released by the CustodianLender, unless otherwise agreed in writing by Agent, the Borrower will have no right to materially modify or alter the terms of such Mortgage SBA Loan except with the permission of the SBA in accordance with the SBA Guaranty Agreement and the Borrower will have no obligation or right to repossess such Mortgage SBA Loan or substitute another Mortgage SBA Loan. In the event that such SBA Loan is modified, except as provided in this Agreementthe Borrower shall forward a copy of such modification to the Lender. (fe) In the event the Borrower or its Affiliate is servicing the Mortgage SBA Loans, the Borrower shall permit Agent the Lender to inspect the Borrower's ’s or its Affiliate's ’s servicing facilities, as the case may be, for the purpose of satisfying Agent the Lender that the Borrower or its Affiliate, as the case may be, has the ability to service the Mortgage SBA Loans as provided in this Loan Agreement. (gf) Borrower represents In all instances, the Lender acknowledges that each Servicing Agreement can be terminated by Borrower without cause and without payment of only the SBA may remove or replace any termination fee or other fee upon not greater than sixty (60) days prior written notice to Servicer in accordance with the Servicer thereunder. Borrower shall not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is in full force and effect and no default or event of default by Borrower exists under any Servicing Multiparty Agreement, and Borrower has no knowledge of any default or event of default thereunder by the Servicer. Borrower shall, within ten (10) days following a written request by Agent, deliver to Agent true and correct copies of all Servicing Agreements.

Servicing. (a) Borrower covenants The Borrowers covenant to maintain or cause the servicing of the Mortgage Loans to be maintained in conformity with Accepted Servicing Practices accepted and prudent servicing practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing Borrower provides the Borrowers provide for other mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the date on which all the Secured Obligations have been paid in full, full or (iii) the transfer of servicing approved by Borrowerthe Borrowers. (b) If any of the Mortgage Loans are serviced by Borrowerthe Borrowers, (i) Borrower agrees the Borrowers agree that Agent the Lender is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage Loans (the "SERVICING RECORDSServicing Records"), and (ii) Borrower grants Agent, for the benefit of Lender, Borrowers grant the Lender a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of Borrower the Borrowers or its designee their designees to service the Mortgage Loans in conformity with this Section and any other obligation of Borrower the Borrowers to the Lender. Borrower covenants The Borrowers covenant to safeguard such Servicing Records and to deliver them promptly to Agent the Lender or its designee (including the Custodian) at Agentthe Lender's request. (c) If any of the Mortgage Loans are serviced by a third party servicer (such third party servicer, the "SERVICERServicer"), Borrower the Borrowers (i) shall provide a copy of the servicing agreement to Agentthe Lender, which shall be in form and substance acceptable to Agent the Lender (the "SERVICING AGREEMENTServicing Agreement"), and (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit E G hereto (a "SERVICER NOTICE AND AGREEMENTServicer Notice") and shall cause the Servicer to acknowledge and agree to the same and (iii) hereby irrevocably assigns to Lender and such Lender's successors and assigns all right, title and interest of Borrower in, to and under, and the benefits of, and Servicing Agreement with respect to the Mortgage Loanssame. Any successor or assignee of a Servicer shall be approved in writing by the Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations with respect to the Mortgage Loans. (d) If the servicer of the Mortgage Loans is Borrower the Borrowers or the Servicer is an Affiliate of Borrowerthe Borrowers, Borrower the Borrowers shall provide to Agent the Lender a letter from the Borrowers or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, Agent the Lender may terminate any Servicing Agreement and in any event transfer servicing to Agentthe Lender's designee, at no cost or expense to Agentthe Lender, it being agreed that Borrower the Borrowers will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of Agentthe Lender. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, unless otherwise agreed in writing by Agent, Borrower the Borrowers will have no right to modify or alter the terms of such Mortgage Loan and Borrower the Borrowers will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in this the Custodial Agreement. (f) In the event Borrower the Borrowers or its Affiliate is servicing the Mortgage Loans, Borrower the Borrowers shall permit Agent the Lender from time to time, with one (1) Business Day's notice, to inspect Borrower's the Borrowers' or its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying Agent the Lender that Borrower the Borrowers or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Loan Agreement. (g) Borrower represents that each Servicing Agreement can be terminated by Borrower without cause and without payment of any termination fee or other fee upon not greater than sixty (60) days prior written notice to the Servicer thereunder. Borrower shall not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is in full force and effect and no default or event of default by Borrower exists under any Servicing Agreement, and Borrower has no knowledge of any default or event of default thereunder by the Servicer. Borrower shall, within ten (10) days following a written request by Agent, deliver to Agent true and correct copies of all Servicing Agreements.

Servicing. (a) Borrower The Issuer covenants to maintain or cause the servicing of the Mortgage Loans to be maintained in conformity with Accepted the Servicing Practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing Borrower provides for other mortgage loans which it ownsStandard. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the date on which all the Secured Obligations Notes have been paid in full, full or (iii) the transfer of servicing approved by Borrowerservicing. (b) If any of the Mortgage Loans are serviced by Borrowerthe Issuer, (i) Borrower the Issuer agrees agree that Agent the Indenture Trustee is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage Loans (the "SERVICING RECORDS"“Servicing Records”), and (ii) Borrower the Issuer grants Agent, for the benefit of Lender, Indenture Trustee a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of Borrower the Issuer or its designee to service the Mortgage Loans in conformity with this Section 11.06 and any other obligation of Borrower the Issuer to Lenderthe Indenture Trustee and the Noteholders. Borrower The Issuer covenants to safeguard such Servicing Records and to deliver them promptly to Agent the Indenture Trustee or its designee (including at the Custodian) at Agent's Indenture Trustee’s request. (c) If any of the Mortgage Loans are serviced by a third party servicer (such third party servicer, the "SERVICER"“Servicer”), Borrower the Issuer (i) shall provide a copy of the servicing agreement to Agentthe Indenture Trustee, which shall be in form and substance acceptable to Agent the Indenture Trustee (the "SERVICING AGREEMENT"“Servicing Agreement”), and (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit E I hereto (a "SERVICER NOTICE AND AGREEMENT"“Servicer Notice”) and shall cause the Servicer to acknowledge and agree to the same and (iii) hereby irrevocably assigns to Lender and such Lender's successors and assigns all right, title and interest of Borrower in, to and under, and the benefits of, and Servicing Agreement with respect to the Mortgage Loanssame. Any successor or assignee of a Servicer shall be approved in writing by Lender the Indenture Trustee and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's ’s assumption of servicing obligations with respect to the Mortgage Loans. (d) If the servicer of the Mortgage Loans is Borrower the Issuer or the Servicer is an Affiliate of Borrowerthe Issuer, Borrower such Person shall provide to Agent the Indenture Trustee a letter from the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, Agent the Indenture Trustee may terminate any Servicing Agreement and in any event transfer servicing to Agent's the Indenture Trustee’s designee, at no cost or expense to Agentthe Indenture Trustee, it being agreed that Borrower the Issuer will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of Agentthe Indenture Trustee. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, unless otherwise agreed in writing by Agent, Borrower will have no right to modify or alter the terms of such Mortgage Loan and Borrower will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in this Agreement. (f) In the event Borrower the Issuer or its Affiliate is servicing the Mortgage Loans, Borrower the Issuer shall, and shall cause such Affiliate to, permit Agent the Indenture Trustee from time to time to inspect Borrower's the Issuer’s or its such Affiliate's servicing facilities’s, as the case may be, servicing facilities for the purpose of satisfying Agent the Indenture Trustee that Borrower the Issuer or its such Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this AgreementIndenture. (g) Borrower represents that each Servicing Agreement can be terminated by Borrower without cause and without payment of any termination fee or other fee upon not greater than sixty (60) days prior written notice to the Servicer thereunder. Borrower shall not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is in full force and effect and no default or event of default by Borrower exists under any Servicing Agreement, and Borrower has no knowledge of any default or event of default thereunder by the Servicer. Borrower shall, within ten (10) days following a written request by Agent, deliver to Agent true and correct copies of all Servicing Agreements.

Servicing. (a) Borrower Each Seller covenants to maintain or cause the servicing of the Mortgage Loans Transaction Asset to be maintained with respect to each type of Transaction Asset transferred to Buyer hereunder in conformity with Accepted Servicing Practices accepted and prudent servicing practices in the industry for the such same type of mortgage loans as the Mortgage Loans Transaction Asset and in a manner at least equal in quality to the servicing Borrower the relevant Seller provides for other mortgage loans assets similar to such Transaction Asset which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the date on which all the Secured Repurchase Obligations have been paid in full, full or (iii) the transfer of servicing approved by Borrowerthe relevant Seller and Buyer, which Buyer's approval shall not be unreasonably withheld. Midland Loan Services, Inc. shall be the initial servicer. (b) If the Transaction Assets, or any of the Mortgage Loans portion thereof, are serviced by Borrowera Seller, (i) Borrower the relevant Seller agrees that Agent Buyer is the owner and precautionary collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage Loans such Transaction Asset (the "SERVICING RECORDSServicing Records"), and (ii) Borrower such Seller transfers to Buyer a valid ownership interest and grants Agent, for the benefit of Lender, Buyer a precautionary security interest in all servicing fees and rights relating to the Mortgage Loans such Transaction Asset and all Servicing Records to secure the obligation of Borrower such Seller or its designee to service the Mortgage Loans in conformity with this Section and any other obligation of Borrower such Seller to LenderBuyer. Borrower The relevant Seller covenants to safeguard such Servicing Records and to deliver them promptly to Agent Buyer or its designee (including the Custodian) at AgentBuyer's request. (c) If the Transaction Assets, or any of the Mortgage Loans portion thereof, are serviced by a third party servicer (such third party servicer, the "SERVICERServicer"), Borrower Seller (i) shall provide a copy of the servicing agreement to AgentBuyer, which shall be in form and substance acceptable to Agent Buyer (the "SERVICING AGREEMENT"), (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit E hereto (a "SERVICER NOTICE AND AGREEMENTServicing Agreement") and shall cause the Servicer to acknowledge and agree to the same and (iiiii) hereby irrevocably assigns to Lender Buyer and such LenderBuyer's successors and assigns all right, title and title, interest of Borrower Seller in, to and under, and the benefits of, and any Servicing Agreement with respect to the Mortgage Loanssuch Transaction Asset. Any successor or assignee of a to the Servicer shall be approved in writing by Lender and shall acknowledge and agree to a Servicer Notice and Agreement Buyer prior to such successor's assumption of servicing obligations with respect to the Mortgage Loanssuch Transaction Asset. (d) If the servicer of the Mortgage Loans is Borrower or an Affiliate of Borrower, Borrower Each Seller shall provide to Agent Buyer a letter from the relevant Seller (if such Seller is the Servicer) or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, Agent Buyer may terminate any Servicing Agreement and transfer servicing to Agent's its designee, at no cost or expense to AgentBuyer, it being agreed that Borrower Sellers will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of AgentBuyer. (e) After the Funding Purchase Date, until the pledge of rights to any Mortgage Loan is Transaction Assets under the Transaction Documents are relinquished by the Custodian, unless otherwise agreed in writing by Agent, Borrower will no Seller shall have no the right to modify or alter the terms of any of the documents pertaining to such Mortgage Loan Transaction Asset and Borrower the relevant Seller will have no obligation or right to repossess such Mortgage Loan Transaction Asset or substitute another Mortgage Loanother Transaction Asset, except as provided in this the Custodial Agreement; provided, however, that so long as no Default or Event of Default has occurred and is continuing, such Seller may enter into such modifications of the terms of such documents as do not, as to any specific Transaction Asset, (i) result in a negative monetary effect or (ii) constitute a material adverse effect. (f) In the event Borrower a Seller or its Affiliate is servicing any Transaction Asset, the Mortgage Loans, Borrower relevant Seller shall permit Agent Buyer to inspect Borrowersuch Seller's or its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying Agent Buyer that Borrower such Seller or its Affiliate, as the case may be, has the ability to service the Mortgage Loans such Transaction Asset as provided in this Agreement. (g) Borrower represents that Each Seller shall cause the Servicer to provide a copy of each Servicing Agreement can be terminated by Borrower without cause report and without payment of any termination fee or other fee upon not greater than sixty (60) days prior written notice sent to the Servicer thereunder. Borrower shall not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is in full force and effect and no default or event of default by Borrower exists under any Servicing Agreement, and Borrower has no knowledge of any default or event of default thereunder by the Servicer. Borrower shall, within ten (10) days following a written request by Agent, deliver relevant Seller to Agent true and correct copies of all Servicing Agreementsbe sent to Buyer concurrently therewith.

Servicing. (a) The Borrower covenants to maintain or cause the servicing of the Mortgage Loans to be maintained in conformity with Accepted Servicing Practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality serviced pursuant to the servicing Borrower provides for other mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing approved by BorrowerServicing Agreement. (b) If any of During the period the Servicer is servicing the Mortgage Loans are serviced by BorrowerLoans, (i) the Borrower agrees that Agent is the collateral assignee of Lender has a first priority perfected security interest in all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Mortgage Loans (the "SERVICING RECORDSServicing Records"), and (ii) the Borrower grants Agent, for the benefit of Lender, Lender a security interest in all servicing fees and fees, the Borrower's rights relating to the Mortgage Loans and all Servicing Records Records, to secure the obligation of Borrower such Approved Mortgage Originator or its designee to service the Mortgage Loans in conformity with this Section and the Servicing Agreement and any other obligation obligations of the Borrower to the Lender. The Borrower covenants to safeguard safeguard, such Servicing Records and to deliver them promptly to Agent the Lender or its designee (including the Custodian) at Agentthe Lender's request. (c) If any of the Mortgage Loans are serviced by a third party servicer (such third party servicerSubservicer, the "SERVICER"), Borrower (i) shall provide a copy of the related servicing agreement to Agentthe Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage Loans, which shall be in the form and substance acceptable to Agent Lender (the "SERVICING AGREEMENT"), (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit E hereto (a "SERVICER NOTICE AND AGREEMENTServicing Agreement") and shall cause have obtained the Servicer written consent of the Lender for such Subservicer to acknowledge and agree to the same and (iii) hereby irrevocably assigns to Lender and such Lender's successors and assigns all right, title and interest of Borrower in, to and under, and the benefits of, and Servicing Agreement with respect to the Mortgage Loans. Any successor or assignee of a Servicer shall be approved in writing by Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations with respect to subservice the Mortgage Loans. (d) If The Borrower agrees that upon the occurrence of an Event of Default, the Lender may terminate ABC in its capacity as servicer of and terminate any Servicing Agreement. In addition, the Mortgage Loans is Borrower or an Affiliate of Borrower, Borrower shall provide to Agent the Lender a letter from the Servicer, as the case may be, Borrower to the effect that upon the occurrence of an Event of Default, Agent the Lender may terminate any Servicing Agreement and transfer servicing direct that collections with respect to Agentthe Mortgage Loans be remitted in accordance with the Lender's designee, at no cost or expense instructions. The Borrower agrees to Agent, it being agreed that Borrower will pay any and all fees required to terminate cooperate with the Servicing Agreement and to effectuate Lender in connection with the transfer of servicing to the designee of Agentservicing. (e) After the Funding Closing Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, unless otherwise agreed in writing by Agent, the Borrower will have no right to modify or alter the terms of such the Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan, and the Borrower will have no obligation or right to repossess such any Mortgage Loan or substitute another Mortgage Loan, except as provided in this any Custodial Agreement. (f) In the event Borrower or its Affiliate is servicing the Mortgage Loans, The Borrower shall permit Agent the Lender to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days' prior notice) at a mutually convenient time, the Borrower's or its Affiliateany Related Party's servicing facilities, as the case may be, for the purpose of satisfying Agent the Lender that the Borrower or its Affiliatesuch Related Party, as the case may be, has the ability to service the Mortgage Loans as provided in this Loan Agreement. In addition, with respect to any Subservicer which is not a Related Party, the Borrower shall use its best efforts to enable the Lender to inspect the servicing facilities of such Subservicer. (g) Borrower represents To the extent that each Servicing Agreement can any provision of this Section 11.15 shall be terminated by Borrower without cause and without payment in conflict with the provisions of any termination fee or other fee upon not greater than sixty (60) days prior written notice to the Servicer thereunder. Borrower shall not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is in full force and effect and no default or event of default by Borrower exists under any Servicing Agreement, and Borrower has no knowledge the provisions of any default or event of default thereunder by the Servicer. Borrower shall, within ten (10) days following a written request by Agent, deliver to Agent true and correct copies of all Servicing AgreementsAgreement shall control.

Servicing. (a) Borrower The Seller covenants to maintain or cause the servicing of the Mortgage Purchased Loans to be maintained in conformity with Accepted Servicing Practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing Borrower provides for other mortgage loans which it ownsPractices. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) thirty (30) days after the last Purchase Date of such Purchased Loan, (iii) the date on which all the Secured Repurchase Obligations have been paid in full, full or (iiiiv) the transfer of servicing approved by Borrowerthe Seller. Upon any such termination, Seller shall comply with the requirements set forth in Section 7.31 as to the delivery of the Servicing Records and the physical servicing of each Purchased Loan. (b) If any of During the Mortgage Loans are serviced by Borrowerperiod the Seller or Servicer is servicing the Purchased Loans, (i) Borrower the Seller agrees that Agent the Buyer is the collateral assignee owner of the Servicing Rights and all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Mortgage Loans (the "SERVICING RECORDS"“Servicing Records”), and (ii) Borrower the Seller grants Agent, for the benefit of Lender, Buyer a security interest in all servicing fees and rights relating to the Mortgage Purchased Loans and all Servicing Records to secure the obligation of Borrower the Seller or its designee to service the Mortgage Loans in conformity with this Section 13.22 and any other obligation of Borrower the Seller to Lenderthe Buyer. Borrower At all times during the term of this Repurchase Agreement, the Seller covenants to safeguard hold such Servicing Records in trust for the Buyer and to safeguard, or cause each Servicer to safeguard, such Servicing Records and to deliver them, or cause any such Servicer to deliver them to the extent permitted under the related Servicing Agreement promptly to Agent the Buyer or its designee (including the Custodian) at Agent's requestthe Buyer’s request or otherwise as required by operation of Section 7.31 hereof. It is understood and agreed by the parties that prior to an Event of Default, the Seller, as servicer shall retain the servicing fees with respect to the Purchased Loans. (c) If the Purchased Loans are, at any time during the term of the Mortgage Loans are this Repurchase Agreement, serviced by PennyMac Loan Services, LLC or a third party servicer (PennyMac Loan Services, LLC or such third party servicer, the "SERVICER"“Servicer”), Borrower such Servicer must be acceptable to RHS, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac, FHA or VA, as applicable, and each Seller (i) shall provide a copy of the servicing agreement to Agentthe Buyer, which shall be in form and substance acceptable to Agent the Buyer (the "SERVICING AGREEMENT"“Servicing Agreement”), and (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit E G hereto (a "SERVICER NOTICE AND AGREEMENT"“Servicer Notice and Agreement”) and shall cause the Servicer to acknowledge and agree to the same and (iii) hereby irrevocably assigns to Lender and such Lender's successors and assigns all right, title and interest of Borrower in, to and under, and the benefits of, and Servicing Agreement with respect to the Mortgage Loanssame. Any successor or assignee of a Servicer shall be approved in writing by Lender the Buyer and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's ’s assumption of servicing obligations with respect to the Mortgage Loans. Any transfer of servicing of Mortgage Loans to any Servicer in accordance with this Section 13.22(c), shall be subject to the Buyer’s ownership and security interest in the Servicing Rights, (including, without limitation, the security interest created under Section 4.01(b)), the Buyer’s security interest in any payments received or to be received by the Seller in connection with such transfer or to any payments of any kind with respect to the Mortgage Loans being serviced by the Servicer and such transfer shall be subject to the Buyer’s right to terminate the Servicing Agreement with such transferee and to cause such transferee to transfer the servicing rights to the Buyer’s designee, in each case as more particularly set forth in this Section 13.22(c). (d) If the servicer Servicer of the Mortgage Purchased Loans is Borrower the Seller or the Servicer is an Affiliate of Borrowerthe Seller, Borrower the Seller shall provide to Agent the Buyer a letter from the Seller or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, Agent the Buyer may terminate any Servicing Agreement and in any event transfer servicing to Agent's the Buyer’s designee, at no cost or expense to Agentthe Buyer, it being agreed that Borrower the Seller will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of Agentthe Buyer. (e) In addition to the rights provided in Section 13.22(a), the Buyer shall have the right, exercisable at any time in its sole discretion, upon written notice, to terminate the Seller or any Servicers as servicer, respectively, of any Purchased Loans and any related Servicing Agreement. Upon any such termination, the Seller shall transfer or shall cause Servicer to transfer such servicing with respect to such Purchased Loans to the Buyer or its designee, at no cost or expense to the Buyer. The Seller agrees to cooperate with the Buyer in connection with the transfer of servicing. (f) After the Funding DatePurchase Date for any Purchased Loan, until such Purchased Loan is repurchased by the pledge of any Mortgage Loan Seller and possession thereof is relinquished by the Custodian, unless otherwise agreed in writing by Agent, Borrower the Seller will have no right to modify or alter the terms of such Mortgage Purchased Loan and Borrower the Seller will have no obligation or right to repossess such Mortgage Purchased Loan or substitute another Mortgage Purchased Loan, except as provided in this the Custodial Agreement. (fg) In the event Borrower the Seller or its Affiliate is servicing the Mortgage Purchased Loans, Borrower the Seller shall permit Agent the Buyer from time to time to inspect Borrower's the Seller’s or its Affiliate's ’s servicing facilities, as the case may be, for the purpose of satisfying Agent the Buyer that Borrower the Seller or its Affiliate, as the case may be, has the ability to service the Purchased Loans as provided in this Repurchase Agreement; provided that, prior to a Default or Event of Default, such inspection shall be subject to prior reasonable notice and shall be conducted during normal business hours. (h) The Buyer shall have the right in its sole discretion to appoint a third party to perform due diligence with respect to the Seller’s or the Servicer’s servicing facilities at any time. The Seller shall cooperate with the Buyer and/or its designees to provide access to the Seller’s or the Servicer’s servicing facilities including without limitation its books and records with respect to the Seller’s or the Servicer’s servicing portfolio and the Purchased Loans. In addition to the foregoing, the Seller shall permit the Buyer, or cause the Servicer to permit the Buyer, to inspect upon reasonable prior written notice at a mutually convenient time, the Seller’s, the Servicer’s or their Affiliate’s servicing facilities, as the case may be, for the purpose of satisfying the Buyer that the Seller, the Servicer or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Agreement. (g) Borrower represents that each Servicing Agreement can be terminated by Borrower without . In addition, with respect to any Servicer which is not an Affiliate of the Seller, the Seller shall use its best efforts to enable the Buyer to inspect the servicing facilities of such Servicer and to cause and without payment of such Servicer to cooperate with the Buyer and/or its designees in connection with any termination fee or other fee upon not greater than sixty (60) days prior written notice to the Servicer thereunder. Borrower shall not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is in full force and effect and no default or event of default by Borrower exists under any Servicing Agreement, and Borrower has no knowledge of any default or event of default thereunder due diligence performed by the ServicerBuyer and/or such designees in accordance with this Section 13.22(h). Borrower shall, within ten (10The Seller and the Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by the Buyer in connection with any due diligence or inspection performed pursuant to this Section 13.22(h) days following a written request shall be paid by Agent, deliver to Agent true and correct copies of all Servicing Agreementsthe Buyer.

Servicing. (a) Borrower The Seller covenants to maintain or cause the servicing of the Mortgage Purchased Loans to be maintained in conformity with Accepted Servicing Practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing Borrower provides for other mortgage loans which it ownsPractices. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) thirty (30) days after the last Purchase Date of such Purchased Loan, (iii) the date on which all the Secured Repurchase Obligations have been paid in full, full or (iiiiv) the transfer of servicing approved by Borrowerthe Seller. Upon any such termination, Seller shall comply with the requirements set forth in Section 7.31 as to the delivery of the Servicing Records and the physical servicing of each Purchased Loan. (b) If any of During the Mortgage Loans are serviced by Borrowerperiod the Seller or Servicer is servicing the Purchased Loans, (i) Borrower the Seller agrees that Agent the Buyer is the collateral assignee owner of the Servicing Rights and all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Mortgage Loans (the "SERVICING RECORDS"“Servicing Records”), and (ii) Borrower the Seller grants Agent, for the benefit of Lender, Buyer a security interest in all servicing fees and rights relating to the Mortgage Purchased Loans and all Servicing Records to secure the obligation of Borrower the Seller or its designee to service the Mortgage Loans in conformity with this Section 13.22 and any other obligation of Borrower the Seller to Lenderthe Buyer. Borrower At all times during the term of this Repurchase Agreement, the Seller covenants to safeguard hold such Servicing Records in trust for the Buyer and to safeguard, or cause each Servicer to safeguard, such Servicing Records and to deliver them, or cause any such Servicer to deliver them to the extent permitted under the related Servicing Agreement promptly to Agent the Buyer or its designee (including the Custodian) at Agent's requestthe Buyer’s request or otherwise as required by operation of Section 7.31 hereof. It is understood and agreed by the parties that prior to an Event of Default, the Seller, as servicer shall retain the servicing fees with respect to the Purchased Loans. (c) If the Purchased Loans are, at any time during the term of the Mortgage Loans are this Repurchase Agreement, serviced by a third party servicer (such third party servicer, the "SERVICER"“Servicer”), Borrower such Servicer must be acceptable to RHS, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac, FHA or VA, as applicable, and each Seller (i) shall provide a copy of the servicing agreement to Agentthe Buyer, which shall be in form and substance acceptable to Agent the Buyer (the "SERVICING AGREEMENT"“Servicing Agreement”), and (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit E G hereto (a "SERVICER NOTICE AND AGREEMENT"“Servicer Notice and Agreement”) and shall cause the Servicer to acknowledge and agree to the same and (iii) hereby irrevocably assigns to Lender and such Lender's successors and assigns all right, title and interest of Borrower in, to and under, and the benefits of, and Servicing Agreement with respect to the Mortgage Loanssame. Any successor or assignee of a Servicer shall be approved in writing by Lender the Buyer and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's ’s assumption of servicing obligations with respect to the Mortgage Loans. Any transfer of servicing of Mortgage Loans to any Servicer in accordance with this Section 13.22(c), shall be subject to the Buyer’s ownership and security interest in the Servicing Rights, (including, without limitation, the security interest created under Section 4.01(b)), the Buyer’s security interest in any payments received or to be received by the Seller in connection with such transfer or to any payments of any kind with respect to the Mortgage Loans being serviced by the Servicer and such transfer shall be subject to the Buyer’s right to terminate the Servicing Agreement with such transferee and to cause such transferee to transfer the servicing rights to the Buyer’s designee, in each case as more particularly set forth in this Section 13.22(c). (d) If the servicer Seller, in its capacity as Servicer of the Mortgage Loans is Borrower or an Affiliate of BorrowerPurchased Loans, Borrower shall provide to Agent a letter from the Servicerhereby agrees that, as the case may be, to the effect that upon the occurrence of an Event of Default, Agent the Buyer may terminate any Servicing Agreement Seller as Servicer and transfer servicing to Agent's the Buyer’s designee, at no cost or expense to Agentthe Buyer, it being agreed that Borrower the Seller will pay any and all fees required to terminate the Servicing Agreement in connection with such termination and to effectuate the transfer of servicing to the designee of Agentthe Buyer. (e) In addition to the rights provided in Section 13.22(a), the Buyer shall have the right, exercisable at any time in its sole discretion, upon written notice, to terminate the Seller or any Servicers as servicer, respectively, of any Purchased Loans and any related Servicing Agreement. Upon any such termination, the Seller shall transfer or shall cause Servicer to transfer such servicing with respect to such Purchased Loans to the Buyer or its designee, at no cost or expense to the Buyer. The Seller agrees to cooperate with the Buyer in connection with the transfer of servicing. (f) After the Funding DatePurchase Date for any Purchased Loan, until such Purchased Loan is repurchased by the pledge of any Mortgage Loan Seller and possession thereof is relinquished by the Custodian, unless otherwise agreed in writing by Agent, Borrower the Seller will have no right to modify or alter the terms of such Mortgage Purchased Loan and Borrower the Seller will have no obligation or right to repossess such Mortgage Purchased Loan or substitute another Mortgage Purchased Loan, except as provided in this the Custodial Agreement. (fg) In the event Borrower the Seller or its Affiliate is servicing the Mortgage Purchased Loans, Borrower the Seller shall permit Agent the Buyer from time to time to inspect Borrower's the Seller’s or its Affiliate's ’s servicing facilities, as the case may be, for the purpose of satisfying Agent the Buyer that Borrower the Seller or its Affiliate, as the case may be, has the ability to service the Purchased Loans as provided in this Repurchase Agreement. (h) The Buyer shall have the right in its sole discretion to appoint a third party to perform due diligence with respect to the Seller’s servicing facilities at any time. The Seller shall cooperate with the Buyer and/or its designees to provide access to the Seller’s servicing facilities including without limitation its books and records with respect to the Seller’s servicing portfolio and the Purchased Loans. In addition to the foregoing, the Seller shall permit the Buyer to inspect upon reasonable prior written notice at a mutually convenient time, the Seller’s or its Affiliate’s servicing facilities, as the case may be, for the purpose of satisfying the Buyer that the Seller or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Agreement. (g) Borrower represents that each Servicing Agreement can be terminated by Borrower without . In addition, with respect to any Servicer which is not an Affiliate of the Seller, the Seller shall use its best efforts to enable the Buyer to inspect the servicing facilities of such Servicer and to cause and without payment of such Servicer to cooperate with the Buyer and/or its designees in connection with any termination fee or other fee upon not greater than sixty (60) days prior written notice to the Servicer thereunder. Borrower shall not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is in full force and effect and no default or event of default by Borrower exists under any Servicing Agreement, and Borrower has no knowledge of any default or event of default thereunder due diligence performed by the ServicerBuyer and/or such designees in accordance with this Section 13.22(h). Borrower shall, within ten (10The Seller and the Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by the Buyer in connection with any due diligence or inspection performed pursuant to this Section 13.22(h) days following a written request shall be paid by Agent, deliver to Agent true and correct copies of all Servicing Agreementsthe Buyer.

Servicing. (a) Borrower covenants The Purchaser and the Administrator hereby appoint the Servicer as agent for the Purchaser to maintain service the Purchased Accounts and to enforce the Purchaser's rights and interests in each Purchased Account and to serve in such capacity until the termination of its responsibilities pursuant to paragraphs (g) or cause (h). The Servicer agrees to perform its duties and obligations set forth herein. The Servicer may, with the servicing prior written consent of the Mortgage Loans to be maintained in conformity Administrator, subcontract with Accepted Servicing Practices in a subservicer (a "SubServicer") for collection, servicing or administration of the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing Borrower provides for other mortgage loans which it owns. In the event Accounts except, that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event the Servicer shall continue to perform its obligations with respect to Collections of DefaultGovernment Accounts, (ii) the date on which all Servicer shall remain liable for the Secured Obligations performance of the duties and obligations of the Servicer, notwithstanding any arrangements it may have been paid in fullwith any SubServicer, or (iii) any agreement relating to such subservicing shall be assignable to the transfer Purchaser, the Administrator or a third party designated by either of servicing approved by Borrowerthem, and (iv) any agreement that may be entered into relating to the Purchased Accounts involving a SubServicer shall be between the SubServicer and the Servicer alone, and the Purchaser and Administrator shall have no obligations, duties or liabilities with respect to the SubServicer. (b) If any The Servicer shall conduct the servicing, administration and collection of the Mortgage Loans are serviced by BorrowerPurchased and nonpurchased Accounts and shall take, or cause to be taken, all actions as may be necessary or advisable to service, administer and collect each Purchased and nonpurchased Account, all in accordance with (i) Borrower agrees that Agent is the collateral assignee customary and prudent servicing procedures for health care accounts receivable of a similar type, (ii) all servicing recordsapplicable laws, rules and regulations (including but not limited to any Medicare, Medicaid and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage Loans (the "SERVICING RECORDS"CHAMPUS regulations), and (iii) without limitation as to its obligations under the preceding clauses (i) and (ii) Borrower grants Agent), no less a standard of care than that which it applies to Accounts it services for its own account. Any documents relating to the Purchased Accounts in the possession of the Servicer shall be held in trust by the Servicer for the benefit of Lender, a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of Borrower or its designee to service the Mortgage Loans in conformity with this Section Purchaser and any other obligation assignee of Borrower to Lender. Borrower covenants to safeguard such Servicing Records and to deliver them promptly to Agent or its designee (including the Custodian) at Agent's requestPurchaser. (c) If any The duties of the Mortgage Loans are serviced by a third party servicer (such third party servicerServicer shall include, the "SERVICER"), Borrower without limitation: (i) shall provide a copy of the servicing agreement to Agentpreparing and submitting claims to, which shall be in form and substance acceptable to Agent (the "SERVICING AGREEMENT")handling post-billing liaison with, Obligors; (ii) shall provide a Servicer Notice and Agreement arranging for the direct remittance of all Collections to the Servicer substantially in the form of Exhibit E hereto Commercial Lockbox (a "SERVICER NOTICE AND AGREEMENT") and shall cause the Servicer to acknowledge and agree to the same and (iii) hereby irrevocably assigns to Lender and such Lender's successors and assigns all right, title and interest of Borrower in, to and under, and the benefits of, and Servicing Agreement other than Collections with respect to the Mortgage Loans. Any successor or assignee of a Servicer Government Accounts, which it shall arrange to be approved in writing by Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations with respect remitted directly to the Mortgage Loans. (dGovernment Lockbox) If and remitting promptly, and in any event within one Business Day of receipt, to the servicer of Commercial Lockbox or the Mortgage Loans is Borrower or an Affiliate of Borrower, Borrower shall provide to Agent a letter from the ServicerGovernment Lockbox, as the case may be, any Collections the Servicer or the Provider may receive. Until so remitted, such collections shall be held in trust for the benefit of the Purchaser; (iii) maintaining all necessary servicing records with respect to the effect that upon Purchased Accounts and providing such reports to the Administrator in respect of the servicing of the Purchased Accounts as may be required hereunder or as the Administrator may reasonably request; (iv) at any time and from time to time at reasonable intervals and during regular business hours, permitting the Purchaser, the Administrator or any of their respective agents, designees or representatives, (A) to examine and make copies of and abstracts from all servicing records, and (B) to visit the offices and properties of the Servicer for the purpose of examining such servicing records, and to discuss with employees of the Servicer matters relating to the Accounts or the Servicer's performance under this Agreement; and (v) immediately notifying the Administrator of (A) any action, suit, proceeding, dispute, offset, deduction, defense or counterclaim that, to the knowledge of the Servicer, is or may be asserted by an Obligor with respect to any Purchased Account and (B) the occurrence of a Termination Event or an event which, with notice or lapse of time or both would be a Termination Event (such notice shall set forth the details of Default, Agent may terminate such event and any Servicing Agreement action which the Servicer has taken or proposes to take with respect thereto). (d) Each of the Provider and transfer servicing the Purchaser hereby authorizes the Servicer (including any successor thereto) to Agent's designee, at no cost or expense to Agent, it being agreed that Borrower will pay take any and all fees required to terminate reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the Servicing Agreement and to effectuate sale of the transfer of servicing Purchased Accounts to the designee Purchaser, to collect all amounts due under any and all Purchased Accounts, including, without limitation, endorsing either of Agenttheir names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction, or of partial or full release or discharge, and all other comparable instruments, with respect to the Purchased Accounts and, after the delinquency of any Purchased Account, to commence proceedings with respect to enforcing payment of such Purchased Accounts, and adjusting, settling or compromising the Account or payment thereof, to the same extent as the Provider could have done if it had continued to own such Account. In no event shall the Servicer be entitled to make the Purchaser or the Administrator a party to any litigation without such party's express prior written consent. (e) After As compensation for its servicing activities hereunder, the Funding Date, until Servicer shall be entitled to receive a servicing fee equal to the pledge Servicing Fee Percentage (as set forth in Schedule 2) of the Purchased Receipts minus any Mortgage Loan is relinquished by adjustment to such amount pursuant to Section 7(d) (the Custodian, unless otherwise agreed in writing by Agent, Borrower will have no right to modify or alter the terms of such Mortgage Loan and Borrower will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except "Servicing Fee"). Such Servicing Fee shall be payable as provided in this AgreementSection 5(b). The Servicer shall be required to pay for all expenses incurred by the Servicer in connection with its activities hereunder without reimbursement and shall not be entitled to any payment other than the Servicing Fee. (f) In The Servicer agrees to comply with all laws, rules and regulations applicable to it and with all Contracts to which it is a party and to maintain its existence and all authorizations necessary or desirable to carry out its duties hereunder. Without the event Borrower written consent of the Administrator the Servicer shall not: (i) sell, assign or otherwise dispose of, or create or suffer to exist any adverse claim upon or with respect to any Purchased Account or related Contract, or upon or with respect to the Government Lockbox or the Commercial Lockbox or any other account to which any Collections of any Purchased Account are deposited, or assign any right to receive income in respect thereof; (ii) extend, amend or otherwise modify the terms of any Purchased Account, or amend, modify or waive any term or condition of any related Contract; (iii) make any material change in the character of its Affiliate is servicing business; (iv) make any change in the Mortgage Loansinstructions to Obligors to make payment to the Government Lockbox or the Commercial Lockbox; or (v) merge or consolidate with, Borrower shall acquire all or substantially all of the assets or capital stock of, or otherwise combine with, any person, or permit Agent any of its subsidiaries to inspect Borrower's or its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying Agent that Borrower or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Agreementdo so. (g) Borrower represents The Servicer shall not resign from its duties under this Agreement except upon a determination that each Servicing Agreement can (a) the performance of such duties has become impermissible under applicable law, and (b) there is no reasonable action which the Servicer could take to make the performance of such duties permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be terminated evidenced as to clause (a) by Borrower without cause and without payment an opinion of any termination fee or other fee upon not greater than sixty (60) days prior written notice counsel, at the Servicer's expense, to such effect delivered to the Administrator. No such resignation shall become effective until a Successor Servicer thereunder. Borrower acceptable to both the Purchaser and the Administrator shall not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is have assumed the responsibilities and obligations of the Servicer in full force and effect and no default or event of default by Borrower exists under any Servicing accordance with this Agreement, and Borrower has no knowledge of any default or event of default thereunder by the Servicer. Borrower shall, within ten (10) days following a written request by Agent, deliver to Agent true and correct copies of all Servicing Agreements.

Servicing. (a) Borrower The Conforming Loans, USAA Loans, Jumbo A Credit A Loans and other Purchased Loans sold by Seller to Buyer hereunder from time to time are sold on a servicing released basis. During the related Interim Servicing Period, the Seller shall service the Purchased Loans for the benefit of or on behalf of Buyer, provided, however, that the obligation of Seller to service any such Purchased Loan for the benefit of or on behalf of Buyer as aforesaid shall cease upon the payment to Buyer of the Repurchase Price thereof. Seller covenants to maintain or cause the servicing of the Mortgage Purchased Loans to be maintained in conformity with Accepted Servicing Practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing Borrower provides for other mortgage loans which it ownsPractices. In the event that any of the preceding language Loans included on the Loan Schedule for a particular Purchase Date are Additional Collateral Mortgage Loans, such Additional Collateral Mortgage Loans will be serviced in accordance with clause (g) of this Section 43. In the event that this Agreement is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of of: (i) the termination thereof by Buyer pursuant to subsection (d) below, (ii) forty-five (45) days after the last Purchase Date of such Purchased Loan, (iii) a Default or an Event of Default, (iiiv) the date on which all the Secured Obligations have been paid in full, or (iiiv) the transfer of servicing to any entity approved by BorrowerBuyer and the assumption thereof by such entity. (b) If any of During the Mortgage Loans are serviced by Borrowerperiod Seller is servicing the Purchased Loans, (i) Borrower Seller agrees that Agent Buyer is the collateral assignee owner of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage such Loans (the "SERVICING RECORDS"“ Servicing Records ”), and (ii) Borrower Seller hereby grants Agent, for the benefit of Lender, Buyer a security interest in all servicing fees and rights Servicing Rights relating to the Purchased Loans, including the Additional Collateral Mortgage Loans Loans, and all Servicing Records and any and all proceeds of any or all of the foregoing (collectively, the “ Servicing Collateral ”), in each case whether now owned or existing or hereafter acquired or arising and wherever located, to secure the obligation obligations of Borrower Seller or its designee to service the Mortgage Loans in conformity with this Section 43 and any other obligation of Borrower Seller to LenderBuyer. Borrower At all times during the term of this Agreement, Seller covenants to hold such Servicing Records in trust for Buyer and safeguard such Servicing Records and to deliver them promptly to Agent Buyer or its designee (including the Custodian) at Agent's requestBuyer’s request or as otherwise required by this Agreement. It is understood and agreed by the parties that prior to an Event of Default, Seller shall retain the servicing fees with respect to the Purchased Loans. With respect to the Servicing Rights for each Purchased Loan, Seller shall deliver such Servicing Rights to Buyer or such other successor servicer as may be designated by Buyer on the Servicing Transfer Date. With respect to the Servicing Records and the physical and contractual servicing of the Purchased Loans relating to any Transaction, Seller shall deliver or cause the related Servicer or Subservicer to deliver, such Servicing Records and, to the extent applicable, physical servicing to the designee of Buyer, on the Servicing Transfer Date (the “ Servicing Delivery Requirement ”), unless otherwise stated in writing by Buyer. Notwithstanding the foregoing, the Interim Servicing Period will be deemed automatically reinstated on each Purchase Date for such Purchased Loan that is subject to a new Transaction (and such Servicing Delivery Requirement shall be deemed restated) and a new 45-day Interim Servicing Period will be deemed to commence for such Purchased Loan as of such Purchase Date in the absence of directions to the contrary from the Buyer. Further, the Servicing Delivery Requirement will no longer apply to any Purchased Loan that is repurchased in full by the Seller in accordance with the provisions of this Agreement and is no longer subject to a Transaction. If the Interim Servicing Period is not renewed by Buyer, Seller shall be terminated in its servicing capacity and Seller shall transfer such servicing in accordance with Section 43(d) below. Seller’s transfer of the Servicing Rights, the Servicing Records and the physical and contractual servicing under this Section shall be in accordance with customary standards in the industry and such transfer shall include the transfer of the gross amount of escrows held for the related mortgagors (without reduction for unreimbursed advances or “negative escrows”). (c) If any of the Mortgage Loans are serviced by a any other third party servicer (such third party servicer, the "SERVICER"), Borrower (i“ Subservicer ”) Seller shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to Agent, Buyer at least three (3) Business Days prior to the applicable Purchase Date or the date on which the Subservicer shall begin subservicing the Loans which shall be in the form and substance acceptable to Agent Buyer (the "SERVICING AGREEMENT"), (ii) shall provide a Servicer Notice and “ Servicing Agreement to the Servicer substantially in the form of Exhibit E hereto (a "SERVICER NOTICE AND AGREEMENT"”) and shall cause have obtained the Servicer written consent of Buyer for such Subservicer to acknowledge and agree to subservice the same and (iii) hereby irrevocably assigns to Lender and such Lender's successors and assigns all right, title and interest of Borrower in, to and under, and the benefits of, and Servicing Agreement with respect to the Mortgage Loans. Any successor or assignee of a Servicer shall be approved in writing by Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations with respect to the Mortgage Loans. (d) If Buyer may, in its sole discretion if a Default or an Event of Default shall have occurred and be continuing, (i) sell the servicer Purchased Loans without payment of any termination fee or any other amount to Seller and (ii) sell on a servicing released basis any Purchased Loans being serviced by a Subservicer (approved pursuant to Section 43(c)) without payment of any termination fee or any other amount to Seller but subject to the rights of such Subservicer. Buyer agrees not to direct or otherwise contact any such Subservicer absent a determination in good faith by Buyer that a Default or an Event of Default has occurred and is continuing. Unless a Default or an Event of Default shall have occurred and be continuing Buyer shall not exercise or attempt to exercise any such servicing rights, including contacting Mortgagors or Subservicers or taking possession of the Mortgage related Servicing Records, or exercise Sellers’ rights with respect to the Purchased Loans is Borrower under the related servicing agreement. Upon the termination of Seller as Servicer of the Purchased Loans pursuant to Sections 43(b), this Section 43(d) or an Affiliate of Borroweras otherwise provided hereunder, Borrower Seller shall transfer such servicing with respect to such Purchased Loans to Buyer or any successor Servicer designated by Buyer, at no cost or expense to Buyer. In addition, Seller shall provide to Agent a letter Buyer an Instruction Letter from the Servicer, as the case may be, Seller to the effect that upon the occurrence of an Event of Default, Agent Buyer may terminate any Subservicer or Servicing Agreement and transfer servicing direct that collections with respect to Agent's designee, at no cost or expense the Loans be remitted in accordance with Buyer’s instructions. Seller agrees to Agent, it being agreed that Borrower will pay any and all fees required to terminate the Servicing Agreement and to effectuate cooperate with Buyer in connection with the transfer of servicing to the designee of Agentservicing. (e) After the Funding Purchase Date, until the pledge of any Mortgage Loan is relinquished by the CustodianRepurchase Date, unless otherwise agreed in writing by Agent, Borrower Seller will have no right to modify or alter the terms of such Mortgage the Loan or consent to the modification or alteration of the terms of any Loan, and Borrower Seller will have no obligation or right to repossess such Mortgage any Loan or substitute another Mortgage Loan, except as provided in this any Custodial Agreement. (f) In the event Borrower or its Affiliate is servicing the Mortgage Loans, Borrower Seller shall permit Agent Buyer to inspect Borrower's upon reasonable prior written notice at a mutually convenient time, Seller’s or its Affiliate's ’s servicing facilities, as the case may be, for the purpose of satisfying Agent Buyer that Borrower Seller or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Agreement. In addition, with respect to any Subservicer which is not an Affiliate of Seller, Seller shall use its best efforts to enable Buyer to inspect the servicing facilities of such Subservicer. (g1) Borrower represents The parties acknowledge that pursuant to each Additional Collateral Servicing Agreement can be terminated by Borrower without cause between Seller and without payment of any termination fee or the related Additional Collateral Servicer, the Securities Accounts and other fee upon not greater than sixty Additional Collateral in which Buyer shall have a security interest (60) days prior written notice pursuant to the Servicer thereunderterms of this Agreement), shall continue to be maintained and serviced by such Additional Collateral Servicer. Borrower Seller represents and warrants that the terms of each Additional Collateral Servicing Agreement are not inconsistent with any of the provisions of this Agreement. Subject to clause (2) below, the Seller shall service and administer the Securities Accounts and other Additional Collateral in accordance with (i) prudent business practices and procedures employed in the industry to administer securities accounts and additional collateral similar to that securing the Additional Collateral Mortgage Loans; (ii) the terms of the related Additional Collateral Servicing Agreement; and (iii) the terms of this Agreement. (2) Notwithstanding any other provision of this Agreement to the contrary, except as provided below in this clause (2), the Seller shall have no duty or obligation to service and administer the Additional Collateral, and the Seller shall not modify or amend be deemed to be the Additional Collateral Servicer with respect to any Additional Collateral Mortgage Loan, unless and until the related Additional Collateral Servicer’s obligations to administer the Additional Collateral as provided in the related Additional Collateral Servicing Agreement without Agent's prior written consenthave been terminated with respect to such Additional Collateral Mortgage Loans sold hereunder, in which case the Seller shall be bound to service and administer the related Additional Collateral and the related Surety Bond in accordance with the provisions of this Agreement and the related Additional Collateral Servicing Agreement, from the date of such termination. Borrower represents that The Seller shall enforce the obligations of each Servicing Agreement is Additional Collateral Servicer to service and administer the Additional Collateral as provided in full force and effect and no default or event of default by Borrower exists under any the related Additional Collateral Servicing Agreement, and Borrower has no knowledge shall take appropriate action thereunder if any Additional Collateral Servicer fails to substantially comply with its obligations to administer the Additional Collateral. Such enforcement, including without limitation, the legal prosecution of claims, termination of the related Additional Collateral Servicing Agreement with respect to the related Additional Collateral Mortgage Loans, and the pursuit of other appropriate remedies, shall be carried out as the Seller, in its good faith business judgment, would require were it the owner of the related Securities Accounts and other Additional Collateral. Without in any way limiting any other remedies set forth herein, Seller shall indemnify the Buyer and hold it harmless against any and all liabilities, losses, damages, judgments, costs, expenses, penalties, fines, forfeitures, reasonable legal fees and expenses and claims of any default or event of default thereunder kind (collectively “Losses”) that arise with respect to Additional Collateral Mortgage Loans purchased by Buyer from Seller hereunder, provided that such Losses are caused by the related Additional Collateral Servicer’s failure to administer the Additional Collateral as provided in the related Additional Collateral Servicing Agreement and in a manner consistent with the standard set forth in clause (1) above. (3) Seller represents and warrants that the related Additional Collateral Servicer shall use its best reasonable efforts to realize upon any related Additional Collateral for such of the Additional Collateral Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments; provided that the related Additional Collateral Servicer shall not obtain title to any such Additional Collateral as a result of or in lieu of the disposition thereof or otherwise; and provided further that the related Additional Collateral Servicer shall not proceed with respect to such Additional Collateral in any manner that would impair the ability to recover against the related Mortgaged Property. Borrower shallAny proceeds realized from such Additional Collateral (other than amounts to be released to the Mortgagor or the related guarantor in accordance with procedures that the Seller would follow in servicing loans held for its own account, subject to the terms and conditions of the related Mortgage and Mortgage Note and to the terms and conditions of any security agreement, guarantee agreement, mortgage or other agreement governing the disposition of the proceeds of such Additional Collateral) shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 7 hereof; provided, that such proceeds shall not be so deposited if the Required Surety Payment in respect of such Additional Collateral Mortgage Loan has been deposited in the Collection Account or otherwise paid to the Buyer (except to the extent of any such proceeds taken into account in calculating the amount of the Required Surety Payment). (4) Seller’s obligations to administer the Securities Accounts shall terminate upon termination of the related Additional Collateral Agreement. Buyer acknowledges coverage under the terms and provisions of the related Surety Bond as to any particular Additional Collateral Mortgage Loan shall terminate upon termination of the related Additional Collateral Agreement; provided, however, that such termination shall not affect claims arising under this Agreement or the related Surety Bond prior to the date of termination of the related Additional Collateral Agreement. (5) The Additional Collateral Servicer with respect to each Additional Collateral Mortgage Loan may, without the consent of the Buyer, amend or modify an Additional Collateral Agreement in any non material respect to reflect administrative or account changes, provided that the same are consistent with the Seller’s Underwriting Guidelines. Seller shall provide Buyer with prior written notice of any such changes. (1) If a Required Surety Payment is payable pursuant to the related Surety Bond with respect to any Additional Collateral Mortgage Loan, as determined by the Seller, the related Additional Collateral Servicer shall so notify the related Surety Bond Issuer promptly. The Seller shall cause the prompt completion of any necessary documentation relating to the related Surety Bond and shall cause the prompt submission of such documentation to the related Surety Bond Issuer as a claim for a required surety. The Buyer shall execute such documentation if requested by the related Additional Collateral Servicer. (2) In the event that the Seller receives a Required Surety Payment from a Surety Bond Issuer on behalf of the Buyer, the Seller shall deposit such Required Surety Payment in the Collection Account within ten 3 Business Days of receipt. (103) days following a written request by Agent, deliver Seller will cooperate with Buyer to Agent true and correct copies transfer to Buyer the coverage of all Servicing Agreementseach Surety Bond in respect of the related Additional Collateral Mortgage Loans.

Servicing. (a) The Borrower covenants to maintain or cause shall have entered into, by the servicing of the Mortgage Loans to be maintained in conformity with Accepted Servicing Practices in the industry Initial Borrowing Date for the same type of mortgage loans first Eligible Loan, a servicing agreement acceptable to the Lender with the Servicer (including as the Mortgage Loans same may be amended, supplemented, modified or restated from time to time in accordance herewith and in a manner at least equal in quality to therewith, the servicing “Servicing Agreement”). The Borrower provides for other mortgage loans which it owns. In may not, without the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing approved by Borrower. (b) If any of the Mortgage Loans are serviced by BorrowerLender’s prior approval, (i) Borrower agrees that Agent is amend the collateral assignee of all servicing records, including but not limited to Servicing Agreement in any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to material respect or evidencing the servicing of Mortgage Loans (the "SERVICING RECORDS"), and (ii) Borrower grants Agent, for subcontract or allow the benefit of Lender, a security interest in all servicing fees and rights relating Servicer to the Mortgage Loans and all Servicing Records to secure the obligation of Borrower or its designee to service the Mortgage Loans in conformity with this Section and subcontract out any other obligation of Borrower to Lender. Borrower covenants to safeguard such Servicing Records and to deliver them promptly to Agent or its designee (including the Custodian) at Agent's request. (c) If any of the Mortgage Loans are serviced by a third party servicer (such third party servicer, the "SERVICER"), Borrower (i) shall provide a copy portion of the servicing agreement obligations or to Agent, which shall be the extent that the Borrower has rights (as lender) under the Collateral Documents to consent to third party property management in form connection with installment sales of any portion of the Mortgaged Properties (other than to an Affiliate of Borrower who is a subservicer with a rating by Standard & Poors of not less than Average and substance acceptable to Agent (the "SERVICING AGREEMENT"a rating by Fitch of not less than ▇▇▇▇▇ ▇ Servicer Rating CSS3), (ii) approve such management without the Lender’s approval. The Servicing Agreement shall provide a that, if an Event of Default occurs under the Credit Documents, the Servicer Notice may, at the Lender’s option, and Agreement at no cost to the Servicer substantially in Lender, be terminated as servicing agent and the form Lender, may, at its option, act as servicing agent for receipt of Exhibit E hereto (funds from the Assets for a "SERVICER NOTICE AND AGREEMENT") and fee equal to a servicing fee which is determined by the Lender to be commercially reasonable. The Borrower shall use commercially reasonable efforts to cause the Servicer to acknowledge and agree provide copies to the same and (iii) hereby irrevocably assigns to Lender and such Lender's successors and assigns all right, title and interest of Borrower in, to and under, and the benefits of, and Servicing Agreement with respect Servicer’s written monthly reports to the Mortgage Loans. Any successor or assignee of a Servicer shall be approved in writing by Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations with respect to the Mortgage Loans. (d) If the servicer of the Mortgage Loans is Borrower or an Affiliate of Borrower, Borrower shall provide to Agent a letter from the Servicer, as the case may be, to the effect extent that they relate to Eligible Loans in the Eligible Loan Pool, provided, however, that the Lender reserves the right by written request to the Servicer to request different information or amended or expanded reports, in its sole and absolute discretion. The Borrower shall use commercially reasonable efforts to cause the Servicer to permit the Lender or its designee, upon reasonable notice (except in the occurrence case of emergency or during the continuance of an Event of Default, Agent may terminate any Servicing Agreement and transfer servicing to Agent's designee, at in which case no cost or expense to Agent, it being agreed that Borrower will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of Agent. (enotice shall be required) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, unless otherwise agreed in writing by Agent, Borrower will have no right to modify or alter the terms of such Mortgage Loan and Borrower will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in this Agreement. (f) In the event Borrower or its Affiliate is servicing the Mortgage Loans, Borrower shall permit Agent to inspect its books, records and operations at the Borrower's or its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying Agent that Borrower or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Agreement. ’s sole cost and expense at any time during normal business hours. Upon five (g) Borrower represents that each Servicing Agreement can be terminated by Borrower without cause and without payment of any termination fee or other fee upon not greater than sixty (605) days prior written notice from the Lender and the Borrower each agree and shall use commercially reasonable efforts to cause the Servicer thereunder. to agree, at each of its sole cost and expense, to meet together with the Lender or the Lender’s designee or agent at the Lender’s Office or by telephone, to discuss any and all aspects of the Assets that the Lender deems appropriate. (b) The Borrower shall will not, and will not modify or amend any Servicing Agreement without Agent's the prior written consent. Borrower represents that each Servicing Agreement consent of the Lender (which consent shall be deemed given with respect to a particular Restructuring if the same is not rejected in full force and effect and no default or event of default by Borrower exists under any Servicing Agreement, and Borrower has no knowledge of any default or event of default thereunder writing by the Servicer. Borrower shall, Lender within ten (10) days following a Business Days after the Lender receives the Borrower’s written request for consent thereto) permit the Servicer to, Restructure (as defined in Section 8.05) any of the material terms of, or settle or compromise any material claim with respect to, any Eligible Loan or any Collateral Document or any collateral described in any Credit Document. This paragraph is not intended to prohibit waivers or reasonable delays by Agent, deliver an Underlying Obligor in delivering periodic financial statements and other reports to Agent true and correct copies of all Servicing Agreementsthe Servicer and/or Borrower.

Servicing. (a) Borrower Subject to subsection (d) below, Seller covenants to maintain or cause the servicing of the Mortgage Loans Purchased Assets to be maintained in conformity with Accepted Servicing Practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality pursuant to the servicing Borrower provides for other mortgage loans which it ownsrelated underlying Servicing Agreement, if any. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event the termination thereof of DefaultBuyer pursuant to subsection (g) below, (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing to any entity approved by BorrowerBuyer (or Agent on behalf of Buyer) and the assumption thereof by such entity. (b) If any of During the Mortgage Loans are serviced by Borrowerperiod Seller is servicing the Purchased Assets for Buyer, (i) Borrower Seller agrees that Agent Buyer is the collateral assignee owner of all servicing recordsServicing Records relating to Purchased Assets that have not been repurchased, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage such Loans (the "SERVICING RECORDS"“Servicing Records”), and (ii) Borrower Seller grants Agent, for the benefit of Lender, Buyer a security interest in all servicing fees and rights relating to the Mortgage Loans Purchased Assets that have not been repurchased and all Servicing Records to secure the obligation of Borrower Seller or its designee to service the Mortgage Loans in conformity with this Section 40 and any other obligation of Borrower Seller to LenderBuyer. Borrower At all times during the term of this Agreement, Seller covenants to safeguard hold such Servicing Records in trust for Buyer and to safeguard, or cause each Subservicer to safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the related Servicing Agreement promptly to Agent Buyer or its designee (including the Custodian) at Buyer’s (or Agent's ’s on US_ACTIVE\126495096\V-12 behalf of Buyer) reasonable request. It is understood and agreed by the parties that prior to an Event of Default, Seller, as servicer shall retain the servicing fees with respect to the Purchased Assets. (c) If any of the Mortgage Loans are Loan that is proposed to be sold on a Purchase Date is serviced by a third party servicer other than Seller (such third party servicer, the "SERVICER"a “Subservicer”), Borrower (i) or if the servicing of any Purchased Asset is to be transferred to a Subservicer, Seller shall provide a copy of the related servicing agreement and an Instruction Letter executed by such Subservicer (collectively, the “Servicing Agreement”) to AgentBuyer and Agent at least one (1) Business Day prior to such Purchase Date or transfer date, as applicable, which Servicing Agreement shall be in form and substance reasonably acceptable to Buyer and Agent. In addition, Seller shall have obtained the prior written consent of Buyer (or Agent (on behalf of Buyer) for such Subservicer to subservice the "SERVICING AGREEMENT")Loans, (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit E hereto (a "SERVICER NOTICE AND AGREEMENT") and shall cause the Servicer to acknowledge and agree to the same and (iii) hereby irrevocably assigns to Lender and such Lender's successors and assigns all right, title and interest of Borrower in, to and under, and the benefits of, and Servicing Agreement with respect to the Mortgage Loans. Any successor which consent may not unreasonably be withheld or assignee of a Servicer shall be approved in writing by Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations with respect to the Mortgage Loansdelayed. (d) If the servicer of the Mortgage Loans is Borrower or an Affiliate of Borrower, Borrower shall provide to Agent a letter from the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, Agent may terminate any Servicing Agreement and transfer servicing to Agent's designee, at no cost or expense to Agent, it being agreed that Borrower will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of Agent. (e) After the Funding Purchase Date, until the pledge of any Mortgage Loan is relinquished by the CustodianRepurchase Date, unless otherwise agreed in writing by Agent, Borrower Seller will have no right to modify or alter the terms of such Mortgage the Loan or consent to the modification or alteration of the terms of any Loan, except as required by law, Agency Guidelines, FHA Regulations, requirements for VA Loans, Rural Housing Service Regulations, Accepted Servicing Practices, any Program Documents or other requirements, and Borrower Seller will have no obligation or right to repossess such Mortgage any Loan or substitute another Mortgage Loan, except as provided in any Custodial and Disbursement Agreement or any Program Document, including, without limitation, Section 16 of this Agreement. (fe) In the event Borrower or its Affiliate is servicing the Mortgage Loans, Borrower Seller shall permit Buyer and Agent to inspect Borrower's or its Affiliate's upon reasonable prior written notice at a mutually convenient ▇▇▇▇ ▇▇▇▇▇▇’▇ servicing facilities, as the case may be, for the purpose of satisfying Buyer and Agent that Borrower or its Affiliate, as the case may be, Seller has the ability to service the Mortgage Loans as provided in this Agreement. In addition, with respect to any Subservicer which is not an Affiliate of Seller, Seller shall use its best efforts to enable Buyer and Agent to inspect the servicing facilities of such Subservicer. (f) Seller retains no economic rights to the servicing of the Purchased Assets; provided that Seller shall continue to service the Purchased Assets hereunder as part of its obligations hereunder. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis. (g) Borrower represents Servicer shall subservice such Purchased Assets on behalf of Buyer for a term commencing as of the related Purchase Date and which shall automatically terminate without notice on the earlier of (a) thirty (30) days after the related Purchase Date, or if longer, the term of the relevant Transaction, or the Repurchase Date set forth in the applicable Confirmation with respect to a Purchased Asset or (b) the Repurchase Date with respect to a Purchased Asset (such term, the “Servicing Term”). If the Servicing Term expires with respect to any Purchased Asset for any reason other than Seller repurchasing such Purchased Asset, then such Servicing Term shall automatically terminate if not renewed by Buyer; provided, that each Buyer shall be deemed to have renewed such Servicing Agreement can be terminated by Borrower without cause and without payment Term if Buyer enters into a new Transaction or extends the Transaction, in respect of such Purchased Asset. In connection with any such renewal, Servicer shall continue to interim service the Purchased Assets for a thirty (30) day extension period, an additional Servicing Term (an “Extension Period”). For the avoidance of doubt, upon expiration of the Servicing Term (including the expiration of any termination fee Extension Period) with respect to any Purchased Asset, Seller shall have no right to service the related Purchased Asset nor shall Buyer have any obligation to extend the Servicing Term (or other fee upon continue to extend the Servicing Term). Buyer (or Agent on behalf of Buyer) shall have the right to immediately terminate the Servicer at any time following the occurrence of any event described in Section 18 hereof (a “Servicer Termination Event”). If such Servicing Term is not greater than sixty extended by Buyer (60or Agent on behalf of Buyer) days prior written notice or if Buyer (or Agent on behalf of Buyer) has terminated Servicer as a result of a Servicer Termination Event, Servicer shall transfer such servicing to Buyer or its designee at no cost or expense to Buyer or Agent. Servicer shall hold or cause to be held all Escrow Payments collected with respect to the Purchased Assets it is subservicing on behalf of Buyer in segregated accounts for the sole benefit of the US_ACTIVE\126495096\V-12 Mortgagors and shall apply the same for the purposes for which such funds were collected. If Servicer thereunder. Borrower should discover that, for any reason whatsoever, it has failed to perform fully its servicing obligations with respect to the Purchased Assets it is subservicing on behalf of Buyer, Seller shall not modify or amend any Servicing Agreement without promptly notify Buyer and Agent's prior written consent. Borrower represents that each Servicing Agreement is in full force and effect and no default or event of default by Borrower exists under any Servicing Agreement, and Borrower has no knowledge of any default or event of default thereunder by the Servicer. Borrower shall, within ten (10) days following a written request by Agent, deliver to Agent true and correct copies of all Servicing Agreements.

Servicing. (a) The Borrower covenants to maintain or cause the servicing of the Mortgage Loans to be maintained in conformity with Accepted Servicing Practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing Borrower provides for other mortgage loans which it ownsPractices. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing to any entity approved by Borrowerthe Lender. (b) If any of During the period the Borrower is servicing the Mortgage Loans are serviced by BorrowerLoans, (i) the Borrower agrees that Agent is the collateral assignee of Lender has a first priority perfected security interest in all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Mortgage Loans (the "SERVICING RECORDSServicing Records"), and (ii) the Borrower grants Agent, for the benefit of Lender, Lender a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of the Borrower or its designee to service the Mortgage Loans in conformity with this Section and any other obligation of Borrower to the Lender. The Borrower covenants to safeguard such Servicing Records and to deliver them promptly to Agent the Lender or its designee (including the Custodian) at Agentthe Lender's request. It is understood and agreed by the parties that prior to an Event of Default, the Borrower shall retain the servicing fees with respect to the Mortgage Loans. (c) If any of the Mortgage Loans are serviced by a any other third party servicer (such third party servicer, the "SERVICERSubservicer"), the Borrower (i) shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to Agentthe Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage Loans, which shall be in the form and substance acceptable to Agent Lender (the "SERVICING AGREEMENT"), (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit E hereto (a "SERVICER NOTICE AND AGREEMENTServicing Agreement") and shall cause have obtained the Servicer written consent of the Lender for such Subservicer to acknowledge and agree to the same and (iii) hereby irrevocably assigns to Lender and such Lender's successors and assigns all right, title and interest of Borrower in, to and under, and the benefits of, and Servicing Agreement with respect to subservice the Mortgage Loans. Any successor or assignee of Initially, the Borrower shall not employ a Servicer shall be approved in writing by Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations with respect to the Mortgage LoansSubservicer. (d) If The Borrower agrees that upon the occurrence of an Event of Default, the Lender may terminate the Borrower in its capacity as servicer of and terminate any Servicing Agreement and transfer such servicing to the Mortgage Loans is Borrower Lender or an Affiliate of Borrowerits designee, at no cost or expense to the Lender. In addition, the Borrower shall provide to Agent a letter the Lender an Instruction Letter from the Servicer, as the case may be, Borrower to the effect that upon the occurrence of an Event of Default, Agent the Lender may terminate any Subservicer or Servicing Agreement and transfer servicing direct that collections with respect to Agentthe Mortgage Loans be remitted in accordance with the Lender's designee, at no cost or expense instructions. The Borrower agrees to Agent, it being agreed that Borrower will pay any and all fees required to terminate cooperate with the Servicing Agreement and to effectuate Lender in connection with the transfer of servicing to the designee of Agentservicing. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, unless otherwise agreed in writing by Agent, the Borrower will have no right to modify or alter the terms of such the Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan, and the Borrower will have no obligation or right to repossess such any Mortgage Loan or substitute another Mortgage Loan, except as provided in this any Custodial Agreement. (f) In the event Borrower or its Affiliate is servicing the Mortgage Loans, The Borrower shall permit Agent the Lender to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrower's or its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying Agent the Lender that the Borrower or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Loan Agreement. (g) Borrower represents that each Servicing Agreement can be terminated by Borrower without cause and without payment . In addition, with respect to any Subservicer which is not an Affiliate of any termination fee or other fee upon not greater than sixty (60) days prior written notice to the Servicer thereunder. Borrower, the Borrower shall not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is in full force and effect and no default or event use its best efforts to enable the Lender to inspect the servicing facilities of default by Borrower exists under any Servicing Agreement, and Borrower has no knowledge of any default or event of default thereunder by the Servicer. Borrower shall, within ten (10) days following a written request by Agent, deliver to Agent true and correct copies of all Servicing Agreementssuch Subservicer.

Servicing. (a) Borrower Subject to subsection (d) below, the Guarantor covenants to maintain or cause the servicing of the Mortgage Loans Underlying Assets to be maintained in conformity with Accepted Servicing Practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality pursuant to the servicing Borrower provides for other mortgage loans which it ownsrelated underlying Servicing Agreement, if any. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Defaultthe termination thereof by Buyer pursuant to subsection (d) below, (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing to any entity approved by BorrowerBuyer and the assumption thereof by such entity. (b) If any of During the Mortgage Loans are serviced by Borrowerperiod the Guarantor is servicing the Underlying Assets for Buyer, (i) Borrower the Guarantor agrees that Agent Buyer is the collateral assignee owner of all servicing recordsServicing Records relating to Underlying Assets that have not been repurchased, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage such Underlying Loans (the "SERVICING RECORDS"“Servicing Records”), and (ii) Borrower the Guarantor grants Agent, for the benefit of Lender, Buyer a security interest in all servicing fees and rights relating to the Mortgage Loans Underlying Assets that have not been repurchased and all Servicing Records to secure the obligation of Borrower the Guarantor or its designee to service the Mortgage Loans in conformity with this Section 42 and any other obligation of Borrower the Guarantor to LenderBuyer, and (iii) Guarantor shall (or if Guarantor is not the Servicer, shall cause the Servicer to) deposit all collections received on account of the Underlying Loans in accordance with the provisions of Section 7. Borrower At all times during the term of this Agreement, the Guarantor covenants to safeguard hold such Servicing Records in trust for Buyer and to safeguard, or cause each Subservicer to safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the related Servicing Agreement promptly to Agent Buyer or its designee (including the Custodian) at Agent's Buyer’s reasonable request. It is understood and agreed by the parties that prior to an Event of Default, Guarantor, as servicer shall retain the servicing fees with respect to the Underlying Assets. (c) If any of the Mortgage Loans are Underlying Loan that is proposed to be sold on a Purchase Date is serviced by a third party servicer other than the Guarantor (such third party servicera “Subservicer”), or if the servicing of any Underlying Asset is to be transferred to a Subservicer, the "SERVICER"), Borrower (i) Guarantor shall provide a copy of the related servicing agreement and an Instruction Letter executed by such Subservicer (collectively, the “Servicing Agreement”) to AgentBuyer at least one (1) Business Day prior to such Purchase Date or transfer date, as applicable, which Servicing Agreement shall be in form and substance reasonably acceptable to Agent (Buyer. In addition, the "SERVICING AGREEMENT")Guarantor shall have obtained the prior written consent of Buyer for such Subservicer to subservice the Underlying Loans, (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit E hereto (a "SERVICER NOTICE AND AGREEMENT") and shall cause the Servicer to acknowledge and agree to the same and (iii) hereby irrevocably assigns to Lender and such Lender's successors and assigns all right, title and interest of Borrower in, to and under, and the benefits of, and Servicing Agreement with respect to the Mortgage Loans. Any successor which consent may not unreasonably be withheld or assignee of a Servicer shall be approved in writing by Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations with respect to the Mortgage Loansdelayed. (d) If the servicer of the Mortgage Loans is Borrower or an Affiliate of Borrower, Borrower shall provide to Agent a letter from the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, Agent may terminate any Servicing Agreement and transfer servicing to Agent's designee, at no cost or expense to Agent, it being agreed that Borrower will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of Agent. (e) After the Funding Purchase Date, until the pledge of any Mortgage Loan is relinquished by Repurchase Date, the Custodian, unless otherwise agreed in writing by Agent, Borrower Guarantor will have no right to modify or alter the terms of such Mortgage the Underlying Loan or consent to the modification or alteration of the terms of any Underlying Loan, except as required by law, Agency Guidelines, FHA Regulations, requirements for VA Loans, Rural Housing Service Regulations, Accepted Servicing Practices, any Program Documents or other requirements, and Borrower the Guarantor will have no obligation or right to repossess such Mortgage any Underlying Loan or substitute another Mortgage Underlying Loan, except as provided in any Custodial Agreement or any Program Document, including, without limitation, Section 16 of this Agreement. (fe) In the event Borrower or its Affiliate is servicing the Mortgage Loans, Borrower The Guarantor shall permit Agent Buyer to inspect Borrower's or its Affiliate's upon reasonable prior written notice at a mutually convenient time the Guarantor’s servicing facilities, as the case may be, for the purpose of satisfying Agent Buyer that Borrower or its Affiliate, as the case may be, Guarantor has the ability to service the Mortgage Underlying Loans as provided in this Agreement. In addition, with respect to any Subservicer which is not an Affiliate of the Guarantor, the Guarantor shall use its best efforts to enable Buyer to inspect the servicing facilities of such Subservicer. (f) Guarantor retains no economic rights to the servicing of the Underlying Assets; provided that Guarantor shall continue to service the Underlying Assets hereunder as part of its Obligations hereunder. As such, Guarantor expressly acknowledges that the Underlying Assets are sold to Buyer on a “servicing released” basis. (g) Borrower represents Servicer shall subservice such Underlying Assets on behalf of Buyer for a term commencing as of the related Purchase Date and which shall automatically terminate without notice on the earlier of (a) thirty (30) days after the related Purchase Date, or if longer, the term of the relevant Transaction, or the Repurchase Date set forth in the applicable Confirmation with respect to a Underlying Asset or (b) the Repurchase Date with respect to a Underlying Asset (such term, the “Servicing Term”). If the Servicing Term expires with respect to any Underlying Asset for any reason other than Guarantor repurchasing such Underlying Asset, then such Servicing Term shall automatically terminate if not renewed by Buyer; provided, that each Buyer shall be deemed to have renewed such Servicing Agreement can be terminated by Borrower without cause and without payment Term if Buyer enters into a new Transaction or extends the Transaction, in respect of such Underlying Asset. In connection with any such renewal, Servicer shall continue to interim service the Underlying Assets for a thirty (30) day extension period, an additional Servicing Term, (an “Extension Period”). For the avoidance of doubt, upon expiration of the Servicing Term (including the expiration of any termination fee Extension Period) with respect to any Underlying Asset, Guarantor shall have no right to service the related Underlying Asset nor shall Buyer have any obligation to extend the Servicing Term (or other fee upon continue to extend the Servicing Term). Buyer shall have the right to immediately terminate the Servicer at any time following the occurrence of any event described in Section 19 hereof (a “Servicer Termination Event”). If such Servicing Term is not greater than sixty (60) days prior written notice extended by Buyer or if Buyer has terminated Servicer as a result of a Servicer Termination Event, Servicer shall transfer such servicing to Buyer or its designee at no cost or expense to Buyer. Servicer shall hold or cause to be held all Escrow Payments collected with respect to the Underlying Assets it is subservicing on behalf of Buyer in segregated accounts for the sole benefit of the Mortgagors and shall apply the same for the purposes for which such funds were collected. If Servicer thereunder. Borrower should discover that, for any reason whatsoever, it has failed to perform fully its servicing obligations with respect to the Underlying Assets it is subservicing on behalf of Buyer, Guarantor shall not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is in full force and effect and no default or event of default by Borrower exists under any Servicing Agreement, and Borrower has no knowledge of any default or event of default thereunder by the Servicer. Borrower shall, within ten (10) days following a written request by Agent, deliver to Agent true and correct copies of all Servicing Agreementspromptly notify Buyer.

Servicing. (a) Borrower Seller covenants to maintain or cause the servicing of the Mortgage Purchased Loans to be maintained in conformity with Accepted Servicing Practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality pursuant to the servicing Borrower provides for other mortgage loans which it ownsrelated underlying Servicing Agreement. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) the termination thereof by Buyer pursuant to subsection (d) below, (ii) thirty (30) days after the last Purchase Date of such Purchased Loan, (iii) a Default or an Event of Default, (iiiv) the date on which all the Secured Obligations have been paid in full, or (iiiv) the transfer of servicing to any entity approved by BorrowerBuyer and the assumption thereof by such entity. Upon any such termination, the Seller shall comply with the requirements set forth in Section 13(hh) as to the delivery of the Servicing Records and the physical servicing of each Purchased Loan. (b) If any of During the Mortgage Loans are serviced by Borrowerperiod Seller is servicing the Purchased Loans, (i) Borrower Seller agrees that Agent Buyer is the collateral assignee owner of the Servicing Rights and all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage such Loans (the "SERVICING RECORDS"“Servicing Records”), and (ii) Borrower Seller grants Agent, for the benefit of Lender, Buyer a security interest in all servicing fees and rights relating to the Mortgage Purchased Loans and all Servicing Records to secure the obligation of Borrower Seller or its designee to service the Mortgage Loans in conformity with this Section 43 and any other obligation of Borrower Seller to LenderBuyer. Borrower At all times during the term of this Agreement, Seller covenants to safeguard hold such Servicing Records in trust for Buyer and to safeguard, or cause each Subservicer to safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the related Servicing Agreement promptly to Agent Buyer or its designee (including the Custodian) at Agent's requestBuyer’s request or otherwise as required by operation of Section 13(hh) hereof. It is understood and agreed by the parties that prior to an Event of Default, Seller, as servicer shall retain the servicing fees with respect to the Purchased Loans. (c) If any of the Mortgage Loans are Loan that is proposed to be sold on a Purchase Date is serviced by a third party servicer other than Seller (such third party servicer, the "SERVICER"a “Subservicer”), Borrower (i) or if the servicing of any Purchased Loan is to be transferred to a Subservicer, Seller shall provide a copy of the related servicing agreement and an Instruction Letter executed by such Subservicer (collectively, the “Servicing Agreement”) to AgentBuyer at least three (3) Business Days prior to such Purchase Date or transfer date, as applicable, which Servicing Agreement shall be in form and substance acceptable to Agent (Buyer. In addition, Seller shall have obtained the "SERVICING AGREEMENT"), (ii) shall provide a Servicer Notice and Agreement prior written consent of Buyer for such Subservicer to subservice the Servicer substantially in the form of Exhibit E hereto (a "SERVICER NOTICE AND AGREEMENT") and shall cause the Servicer to acknowledge and agree to the same and (iii) hereby irrevocably assigns to Lender and such Lender's successors and assigns all right, title and interest of Borrower in, to and under, and the benefits of, and Servicing Agreement with respect to the Mortgage Loans. Any successor or assignee of a Servicer shall be approved in writing by Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations with respect to the Mortgage Loans. (d) If In addition to the servicer of rights provided in Section 43(a), the Mortgage Loans is Borrower or an Affiliate of BorrowerBuyer shall have the right, Borrower shall provide to Agent a letter from the Servicerexercisable at any time in its sole discretion, as the case may beupon written notice, to the effect that upon the occurrence of an Event of Defaultterminate Seller or any Subservicers as servicer or subservicer, Agent may terminate respectively, and any related Servicing Agreement and Agreement. Upon any such termination, Seller shall transfer or shall cause Subservicer to transfer such servicing with respect to Agent's such Purchased Loans to Buyer or its designee, at no cost or expense to Agent, it being agreed that Borrower will pay any and all fees required Buyer. Seller agrees to terminate the Servicing Agreement and to effectuate cooperate with Buyer in connection with the transfer of servicing to the designee of Agentservicing. (e) After the Funding Purchase Date, until the pledge of any Mortgage Loan is relinquished by the CustodianRepurchase Date, unless otherwise agreed in writing by Agent, Borrower Seller will have no right to modify or alter the terms of such Mortgage the Loan or consent to the modification or alteration of the terms of any Loan, and Borrower Seller will have no obligation or right to repossess such Mortgage any Loan or substitute another Mortgage Loan, except as provided in this any Custodial Agreement. (f) In the event Borrower or its Affiliate is servicing the Mortgage Loans, Borrower Seller shall permit Agent Buyer to inspect Borrower's upon reasonable prior written notice at a mutually convenient time, Seller’s or its Affiliate's ’s servicing facilities, as the case may be, for the purpose of satisfying Agent Buyer that Borrower Seller or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Agreement. In addition, with respect to any Subservicer which is not an Affiliate of Seller, Seller shall use its best efforts to enable Buyer to inspect the servicing facilities of such Subservicer. (g) Borrower represents that each Servicing Agreement can be terminated by Borrower without cause and without payment of any termination fee or other fee upon not greater than sixty (60) days prior written notice to the Servicer thereunder. Borrower shall not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is in full force and effect and no default or event of default by Borrower exists under any Servicing Agreement, and Borrower has no knowledge of any default or event of default thereunder by the Servicer. Borrower shall, within ten (10) days following a written request by Agent, deliver to Agent true and correct copies of all Servicing Agreements.

Servicing. (a) Borrower covenants Pursuant to maintain or cause the servicing Servicing Agreement, the Debtor has contracted with First Investors Servicing Corporation (“FISC”) to act as servicer to manage, collect and administer each of the Mortgage Loans to be maintained in conformity with Accepted Receivables. Until such time as FISC is terminated as servicer under the Servicing Practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality Agreement, references to the servicing Borrower provides for other mortgage loans which it ownsServicer herein shall refer to FISC as servicer under the terms of the Servicing Agreement. In the event that of a Servicer Termination Event pursuant to Section 5.01 of the preceding language is interpreted as constituting one or more servicing contractsServicing Agreement, each such servicing contract the Debtor, shall terminate automatically upon the earliest written direction of (i) an Event of Default, (ii) the date on which all the Secured Obligations have been paid in fullSurety Bond Provider, or (iii) may, with the transfer consent of servicing approved by Borrowerthe Surety Bond Provider, terminate FISC as Servicer thereunder, but in any event shall notify ▇▇▇▇▇’▇ and S&P of such Servicer Termination Event. Upon the termination of FISC as servicer of the Receivables pursuant to Section 5.01 of the Servicing Agreement, a successor servicer shall be appointed pursuant to the terms of the Servicing Agreement and all references herein to the Servicer shall be deemed to refer to such successor servicer. (b) If any of There shall be established on the Mortgage Loans are serviced by Borrower, (i) Borrower agrees that Agent is the collateral assignee of all servicing records, including but not limited to any Closing Date and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage Loans (the "SERVICING RECORDS"), and (ii) Borrower grants Agentmaintained, for the benefit of Lenderthe Secured Parties, in the trust department of the Collateral Agent, a security interest segregated account (the “Collection Account”), bearing a designation clearly indicating that all of the funds deposited therein are held for the benefit of the Secured Parties. Funds on deposit in all servicing fees and rights relating the Collection Account (other than investment earnings) shall be invested by the Collateral Agent at the direction of the Debtor in Eligible Investments that will mature so that such funds will be available prior to the Mortgage Loans next succeeding Remittance Date, except that in the case of funds representing Collections with respect to a succeeding Collection Period, such Eligible Investments may mature so that such funds will be available no later than the Business Day prior to the Remittance Date for such Collection Period. Any funds on deposit in the Collection Account to be so invested shall be invested solely in Eligible Investments. On each Remittance Date, all interest and all Servicing Records earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be available to secure make any payments required hereunder and shall be distributed pursuant to the obligation of Borrower or its designee to service the Mortgage Loans priorities set forth in conformity with this Section and any other obligation of Borrower to Lender. Borrower covenants to safeguard such Servicing Records and to deliver them promptly to Agent or its designee (including the Custodian) at Agent's request5.1. (c) If any of the Mortgage Loans are serviced by a third party servicer (such third party servicer, the "SERVICER"), Borrower (i) shall provide a copy of the servicing agreement to Agent, which shall be in form and substance acceptable to Agent (the "SERVICING AGREEMENT"), (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit E hereto (a "SERVICER NOTICE AND AGREEMENT") and The Debtor shall cause the Servicer to acknowledge and agree to the same and (iii) hereby irrevocably assigns to Lender and such Lender's successors and assigns all right, title and interest of Borrower in, to and under, and the benefits of, and Servicing Agreement with respect to the Mortgage Loans. Any successor or assignee of a Servicer shall be approved in writing by Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations with respect to the Mortgage Loans. (d) If the servicer of the Mortgage Loans is Borrower or an Affiliate of Borrower, Borrower shall provide to Agent a letter from the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, Agent may terminate any Servicing Agreement and transfer servicing to Agent's designee, at no cost or expense to Agent, it being agreed that Borrower will pay any and all fees required to terminate under the Servicing Agreement and to effectuate deposit all Collections in the transfer Collection Account no later than the close of servicing to business on the designee of Agent. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, unless otherwise agreed in writing by Agent, Borrower will have no right to modify or alter the terms of such Mortgage Loan and Borrower will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in this Agreement. (f) In the event Borrower or its Affiliate is servicing the Mortgage Loans, Borrower shall permit Agent to inspect Borrower's or its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying Agent that Borrower or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Agreement. (g) Borrower represents that each Servicing Agreement can be terminated by Borrower without cause and without payment of any termination fee or other fee upon not greater than sixty (60) days prior written notice to the Servicer thereunder. Borrower shall not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is in full force and effect and no default or event of default by Borrower exists under any Servicing Agreement, and Borrower has no knowledge of any default or event of default thereunder second Business Day following receipt thereof by the Servicer. Borrower shall, within ten (10) days following a written request by Agent, deliver to Agent true and correct copies of all Servicing Agreements.

Servicing. (a) Each of FinPac and the Borrower covenants to maintain or cause the servicing of the Mortgage Loans Contracts to be maintained in conformity with Accepted the Servicing Practices Agreement and accepted customary and prudent servicing practices in the industry for the same type of mortgage loans assets as the Mortgage Loans Contracts and in a manner at least equal in quality to the servicing Borrower FinPac provides for other mortgage loans equipment lease contracts which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon payment in full to the earliest Lender of (i) an Event of Default, (ii) the date on which Total Outstanding Advances and all the other Secured Obligations have been paid in fullunder the Note, or (iii) this Loan Agreement and the transfer of servicing approved by Borrowerother Loan Documents. (b) If any Each of FinPac and the Mortgage Loans are serviced by Borrower, Borrower agrees that (i) Borrower agrees that the Collateral Agent is the collateral assignee of all servicing recordsrecords relating to the Collateral, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer 59 Warehouse and Security Agreement tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage Loans Contracts (the "SERVICING RECORDSServicing Records"), and (ii) the Borrower grants the Collateral Agent, for the benefit of Lenderthe Lender and the Hedge Counterparty, a security interest in all servicing fees and of the Borrower's rights relating to the Mortgage Loans Contracts and all Servicing Records to secure the obligation of the Borrower or its designee to service the Mortgage Loans in conformity with this Section and any other obligation of the Borrower to the Lender. Each of FinPac and the Borrower covenants to safeguard such Servicing Records and to deliver them promptly to Agent the Lender or its designee (including the CustodianCollateral Agent) at Agent's request. (c) If any the request of the Mortgage Loans are serviced by a third party servicer (such third party servicer, the "SERVICER"), Borrower (i) shall provide a copy of the servicing agreement to Agent, which shall be in form and substance acceptable to Agent (the "SERVICING AGREEMENT"), (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit E hereto (a "SERVICER NOTICE AND AGREEMENT") and shall cause the Servicer to acknowledge and agree to the same and (iii) hereby irrevocably assigns to Lender and such Lender's successors and assigns all right, title and interest of Borrower in, to and under, and the benefits of, and Servicing Agreement with respect to the Mortgage Loans. Any successor or assignee of a Servicer shall be approved in writing by Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations with respect to the Mortgage Loans. (d) If the servicer of the Mortgage Loans is Borrower or an Affiliate of Borrower, Borrower shall provide to Agent a letter from the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, Agent may terminate any Servicing Agreement and transfer servicing to Agent's designee, at no cost or expense to Agent, it being agreed that Borrower will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of Agent. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, unless otherwise agreed in writing by Agent, Borrower will have no right to modify or alter the terms of such Mortgage Loan and Borrower will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in this Agreement. (f) In the event Borrower or its Affiliate is servicing the Mortgage Loans, Borrower shall permit Agent to inspect Borrower's or its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying Agent that Borrower or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Agreement. (g) Borrower represents that each Servicing Agreement can be terminated by Borrower without cause and without payment of any termination fee or other fee upon not greater than sixty (60) days prior written notice to the Servicer thereunder. Borrower shall not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is in full force and effect and no default or event of default by Borrower exists under any Servicing Agreement, and Borrower has no knowledge of any default or event of default thereunder by the Servicer. Borrower shall, within ten (10) days following a written request by Agent, deliver to Agent true and correct copies of all Servicing Agreements.

Servicing. (a) Each of TFC and the Borrower covenants to maintain or cause the servicing of the Mortgage Loans Contracts to be maintained in conformity with Accepted the Servicing Practices Agreement and accepted customary and prudent servicing practices in the industry for the same type of mortgage loans assets as the Mortgage Loans Contracts and in a manner at least equal in quality to the servicing Borrower TFC provides for other mortgage loans Contracts which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest earlier of (i) the occurrence of an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing approved by BorrowerFacility Termination Date. (b) If any Each of TFC and the Mortgage Loans are serviced by Borrower, Borrower agrees that (i) Borrower agrees that the Collateral Agent is the collateral assignee of all servicing recordsrecords relating to the Collateral, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage Loans Contracts (the "SERVICING RECORDSServicing Records"), and (ii) the Borrower ----------------- grants the Collateral Agent, for the benefit of the Lender, the Hedge Counterparty and the Insurer, a security interest in all servicing fees and of the Borrower's rights relating to the Mortgage Loans Contracts and all Servicing Records to secure the obligation of the Borrower or its designee to service the Mortgage Loans in conformity with this Section and any other obligation of the Borrower to the Lender. Each of TFC and the Borrower covenants to safeguard such Servicing Records and to deliver them promptly to Agent the Lender or its designee (including the CustodianCollateral Agent) at Agent's requestthe request of the Lender and, provided that no Insurer Default shall have occurred and be continuing, the Insurer. (c) If any of the Mortgage Loans are serviced by a third party servicer (such third party servicer, the "SERVICER"), Borrower (i) shall provide a copy of the servicing agreement to Agent, which shall be in form and substance acceptable to Agent (the "SERVICING AGREEMENT"), (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit E hereto (a "SERVICER NOTICE AND AGREEMENT") and shall cause the Servicer to acknowledge and agree to the same and (iii) hereby irrevocably assigns to Lender and such Lender's successors and assigns all right, title and interest of Borrower in, to and under, and the benefits of, and Servicing Agreement with respect to the Mortgage Loans. Any successor or assignee of a Servicer shall be approved in writing by Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations with respect to the Mortgage Loans. (d) If the servicer of the Mortgage Loans is Borrower or an Affiliate of Borrower, Borrower shall provide to Agent a letter from the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, Agent may terminate any Servicing Agreement and transfer servicing to Agent's designee, at no cost or expense to Agent, it being agreed that Borrower will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of Agent. (e) After the Funding Certification Date, until the pledge of any Mortgage Loan Contract is relinquished by the Custodian, unless otherwise agreed in writing by Collateral Agent, neither TFC nor the Borrower will have no any right to modify or alter the terms of such Mortgage Loan the related Contract Documents except with the prior written consent of the Lender and, provided that no Insurer Default shall have occurred and be continuing, the Insurer in the case of the Borrower, or as permitted by the Servicing Agreement, in the case of TFC, and neither TFC nor the Borrower will have no any obligation or right to repossess such Mortgage Loan Contract or substitute another Mortgage LoanContract, except as provided in this the Custodial Agreement. (fd) In the event Borrower or its Affiliate is servicing the Mortgage Loans, Borrower TFC shall permit Agent the Lender and the Insurer to inspect BorrowerTFC's or its Affiliate's servicing facilities, as the case may be, during normal business hours after reasonable prior notice, for the purpose of satisfying Agent the Lender or the Insurer that Borrower TFC or its Affiliate, as the case may be, has the ability to service the Mortgage Loans Contracts as provided in this AgreementLoan Agreement and the other Loan Documents. (g) Borrower represents that each Servicing Agreement can be terminated by Borrower without cause and without payment of any termination fee or other fee upon not greater than sixty (60) days prior written notice to the Servicer thereunder. Borrower shall not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is in full force and effect and no default or event of default by Borrower exists under any Servicing Agreement, and Borrower has no knowledge of any default or event of default thereunder by the Servicer. Borrower shall, within ten (10) days following a written request by Agent, deliver to Agent true and correct copies of all Servicing Agreements.

Servicing. (a) Borrower covenants to Borrowers shall maintain or cause the servicing of the Mortgage Loans HELOC to be maintained in conformity with Accepted Servicing Practices accepted servicing practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing Borrower provides for other Borrowers provide to mortgage loans which it ownsthey service for their own account. In the event that Borrowers enter into any sub-servicing agreements (including the preceding language is interpreted as constituting one or more Sub- Servicing Agreement), Borrowers shall remain responsible for servicing contracts, each such servicing contract shall terminate automatically upon of the earliest of (i) an Event of Default, (ii) HELOCs in accordance with the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing approved by Borrowerstandards required hereunder. (b) If any of the Mortgage Loans are For each HELOC serviced by BorrowerBorrowers, (i) Borrower agrees that Agent is the collateral assignee of Borrowers grant to Lender a lien and security interest in all servicing rights and records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage Loans HELOC (the "SERVICING RECORDS"), and (ii) Borrower grants Agent, for the benefit of Lender, a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of Borrower or its designee to service the Mortgage Loans in conformity with this Section and any other obligation of Borrower to LenderObligation. Borrower covenants Borrowers covenant to safeguard such Servicing Records and to deliver them promptly to Agent Lender or its designee (including the Collateral Custodian) at AgentLender's request. (c) If any of the Mortgage Loans are serviced by a third party servicer (such third party servicer, the "SERVICER"), Borrower Borrowers (i) shall provide a copy of the Sub-Servicing Agreement or any other sub-servicing agreement to Agent, which shall be in form and substance acceptable to Agent (the "SERVICING AGREEMENT"), Lender; (ii) shall provide a Servicer Notice and copies of all reports from time to time required under the Sub-Servicing Agreement or any other sub-servicing agreement from time to the Servicer substantially time entered in the form of Exhibit E hereto (a "SERVICER NOTICE AND AGREEMENT") and shall cause the Servicer replacement thereof to acknowledge and agree to the same Lender, and (iii) hereby irrevocably assigns assign to the Lender and such Lender's successors and assigns all right, title and interest of Borrower in, to and under, and the benefits of, and of the Sub-Servicing Agreement and any other sub-servicing agreement with respect to the Mortgage Loans. Any successor or assignee of a Servicer shall be approved in writing by Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations with respect to the Mortgage LoansHELOCs. (d) If the servicer of the Mortgage Loans is Borrower or an Affiliate of Borrower, Borrower shall provide to Agent a letter from the Servicer, as the case may be, to the effect that upon Upon the occurrence of an Event of a Default, Agent may terminate any Servicing Agreement and Lender may, in its sole discretion, transfer the servicing of the HELOCS to Agent's designeea third party, at no cost or expense to AgentLender, it being agreed that Borrower Borrowers will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of Agentsuch party. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, unless otherwise agreed in writing by Agent, Borrower will have no right to modify or alter the terms of such Mortgage Loan and Borrower will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in this Agreement. (f) In the event Borrower or its Affiliate is servicing the Mortgage Loans, Borrower shall permit Agent to inspect Borrower's or its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying Agent that Borrower or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Agreement. (g) Borrower represents that each Servicing Agreement can be terminated by Borrower without cause and without payment of any termination fee or other fee upon not greater than sixty (60) days prior written notice to the Servicer thereunder. Borrower shall not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is in full force and effect and no default or event of default by Borrower exists under any Servicing Agreement, and Borrower has no knowledge of any default or event of default thereunder by the Servicer. Borrower shall, within ten (10) days following a written request by Agent, deliver to Agent true and correct copies of all Servicing Agreements.

Servicing. (a) The Borrower covenants to maintain or cause the servicing of the Mortgage Loans to be maintained in conformity with Accepted Servicing Practices accepted and prudent servicing practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing the Borrower provides for other to mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing approved by the Borrower. (b) If any of the Mortgage Loans are serviced by the Borrower, (i) the Borrower agrees that Agent Lender is the collateral assignee owner of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage Loans (the "SERVICING RECORDSServicing Records"), and (ii) the Borrower grants Agent, for the benefit of Lender, ----------------- Lender a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of the Borrower or its designee to service the Mortgage Loans in conformity with this Section and any other obligation of Borrower to the Lender. The Borrower covenants to safeguard such Servicing Records and to deliver them promptly to Agent the Lender or its designee (including the Custodian) at Agentthe Lender's request. (c) If any of the Mortgage Loans are serviced by a third party servicer (such third party servicer, the "SERVICERServicer"), the Borrower (i) shall provide a copy of -------- the servicing agreement to Agentthe Lender, which shall be in form and substance acceptable to Agent the Lender (the "SERVICING AGREEMENTServicing Agreement"), ; and (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit E hereto (a "SERVICER NOTICE AND AGREEMENT") and shall cause the Servicer to acknowledge and agree to the same and (iii) hereby ------------------- irrevocably assigns to the Lender and such Lender's successors and assigns all right, title and title, interest of Borrower in, to and under, and the benefits of, and of the Servicing Agreement with respect to the Mortgage Loans. Any successor or assignee of a Servicer shall be approved in writing by Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations Agreements with respect to the Mortgage Loans. (d) If the servicer of Servicer is the Mortgage Loans is Borrower or an Affiliate of the Borrower, the Borrower shall provide to Agent the Lender a letter from the Servicer, as the case may be, Servicer to the effect that upon the occurrence of an Event of Default, Agent the Lender may terminate any the Servicing Agreement and transfer such servicing to Agent's its designee, at no cost or expense to Agentthe Lender, it being agreed that the Borrower will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of AgentLender. (e) After the Funding Date, until the pledge of any such Mortgage Loan is relinquished by the Custodian, unless otherwise agreed in writing by Agent, the Borrower will have no right to modify or alter the terms of such the Mortgage Loan and the Borrower will have no obligation or right to repossess such the Mortgage Loan or substitute another Mortgage Loan, except as provided in this the Custodial Agreement. (f) In the event the Borrower or its Affiliate is servicing the Mortgage Loans, the Borrower shall permit Agent the Lender to inspect the Borrower's or its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying Agent the Lender that the Borrower or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Loan Agreement. (g) Borrower represents that each Servicing Agreement can be terminated by Borrower without cause and without payment of any termination fee or other fee upon not greater than sixty (60) days prior written notice to the Servicer thereunder. Borrower shall not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is in full force and effect and no default or event of default by Borrower exists under any Servicing Agreement, and Borrower has no knowledge of any default or event of default thereunder by the Servicer. Borrower shall, within ten (10) days following a written request by Agent, deliver to Agent true and correct copies of all Servicing Agreements.

Servicing. (a) Each Borrower covenants to maintain or cause the servicing of the Mortgage Loans to be maintained in conformity with Accepted Servicing Practices accepted and prudent servicing practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing the Borrower provides for other mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the date on which all the Secured Obligations have been paid in full, full or (iii) the transfer of servicing approved by Borrowerthe Lender in writing. The Lender hereby approves New Century as the initial servicer (the "Initial Servicer") of the Mortgage Loans. (b) If any of the Mortgage Loans are serviced by BorrowerNew Century, (i) Borrower New Century agrees that Agent the Lender is the collateral assignee of all servicing records, including including, but not limited to to, any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage Loans (the "SERVICING RECORDSServicing Records"), and (ii) Borrower New Century grants Agent, for the benefit of Lender, Lender a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of Borrower New Century or its designee to service the Mortgage Loans in conformity with this Section and any other obligation of Borrower New Century to the Lender. Borrower New Century covenants to safeguard such Servicing Records and to deliver them promptly to Agent the Lender or its designee (including the Custodian) at Agentthe Lender's request. (c) If any of the Mortgage Loans are serviced by a third party servicer (such third party servicer, the "SERVICERThird Party Servicer"), Borrower ) the Borrowers (i) shall provide a copy of the servicing agreement to Agentthe Lender, which shall be in form and substance acceptable to Agent the Lender (the "SERVICING AGREEMENTServicing Agreement"), and (ii) shall provide a Servicer Notice and Agreement to the Third Party Servicer substantially in the form of Exhibit E G hereto (a "SERVICER NOTICE AND AGREEMENTServicer Notice") and shall cause the such Third Party Servicer to acknowledge and agree to the same and (iii) hereby irrevocably assigns to Lender and such Lender's successors and assigns all right, title and interest of Borrower in, to and under, and the benefits of, and Servicing Agreement with respect to the Mortgage Loanssame. Any successor or assignee of a Third Party Servicer shall be approved in writing by the Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations with respect to the Mortgage Loans. (d) If the servicer Servicer of the Mortgage Loans is a Borrower or an Affiliate of a Borrower, the Borrower shall provide to Agent the Lender a letter from the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, Agent the Lender may terminate any Servicing Agreement and in any event transfer servicing to Agentthe Lender's designee, at no cost or expense to Agentthe Lender, it being agreed that the Borrower will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of Agentthe Lender. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, (i) the Borrowers shall give prior written notice to the Lender of any proposed modification or alteration to the terms of any such Mortgage Loan and unless otherwise agreed the Borrowers shall have received the Lender's written approval of such modification or alteration within five (5) Business Days thereafter, in writing by Agent, Borrower will have no right the event the Borrowers nevertheless make such modification or alteration to modify or alter the terms of such Mortgage Loan thereafter, such Mortgage Loan shall thereupon have a Collateral Value equal to zero, and Borrower (ii) the Borrowers will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in this the Custodial Agreement. (f) In the event any Borrower or its Affiliate is servicing the Mortgage Loans, the Borrower shall permit Agent the Lender from time to time during business hours and upon prior reasonable notice (provided, that if a Default shall have occurred and be continuing, no such notice shall be required) to inspect the Borrower's or its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying Agent the Lender that the Borrower or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Loan Agreement. (g) Borrower represents that each Servicing Agreement can be terminated by Borrower without cause and without payment of any termination fee or other fee upon not greater than sixty (60) days prior written notice to the Servicer thereunder. Borrower shall not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is in full force and effect and no default or event of default by Borrower exists under any Servicing Agreement, and Borrower has no knowledge of any default or event of default thereunder by the Servicer. Borrower shall, within ten (10) days following a written request by Agent, deliver to Agent true and correct copies of all Servicing Agreements.

Servicing. (a) The Borrower covenants to maintain or cause the servicing of the Mortgage Loans to be maintained in conformity with Accepted Servicing Practices accepted and prudent servicing practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing the Borrower provides for other mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the date on which all the Secured Obligations have been paid in full, full or (iii) the transfer of servicing approved by the Borrower. (b) If any of the Mortgage Loans are serviced by the Borrower, (i) the Borrower agrees that Agent the Lender is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage Loans (the "SERVICING RECORDS"), and (ii) the Borrower grants Agent, for the benefit of Lender, Lender a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of the Borrower or its designee to service the Mortgage Loans in conformity with this Section and any other obligation of the Borrower to the Lender. The Borrower covenants to safeguard such Servicing Records and to deliver them promptly to Agent the Lender or its designee (including the Custodian) at Agentthe Lender's request. (c) If any of the Mortgage Loans are serviced by a third party servicer other than Aames Funding Corporation (such third party servicer, the "SERVICER"), the Borrower (i) shall provide a copy of the servicing agreement to Agentthe Lender, which shall be in form and substance acceptable to Agent the Lender (the "SERVICING AGREEMENT"), ; (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit E hereto (a "SERVICER NOTICE AND AGREEMENT") and shall cause the Servicer to acknowledge and agree to the same EXHIBIT G hereto, and (iii) hereby irrevocably assigns to the Lender and such the Lender's successors and assigns all right, title and title, interest of the Borrower in, to and under, and the benefits of, and any Servicing Agreement with respect to the Mortgage Loans. Any successor or assignee of a to the Master Servicer shall be approved in writing by the Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations with respect to the Mortgage Loans. (d) If the servicer of the Mortgage Loans is the Borrower or the Servicer is an Affiliate of the Borrower, the Borrower shall provide to Agent the Lender a letter from the Borrower or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, Agent the Lender may terminate any Servicing Agreement and transfer servicing to Agent's its designee, at no cost or expense to Agentthe Lender, it being agreed that the Borrower will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of Agentthe Lender. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, unless otherwise agreed in writing by Agent, the Borrower will have no right to modify or alter the terms of such Mortgage Loan and the Borrower will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in this the Custodial Agreement. (f) In the event the Borrower or its Affiliate is servicing the Mortgage Loans, the Borrower shall permit Agent the Lender to inspect the Borrower's or its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying Agent the Lender that the Borrower or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Loan Agreement. (g) The Borrower represents shall ensure that each Servicing Agreement can be terminated by Borrower without cause and without payment of any termination fee or other fee upon not greater than sixty (60) days prior written notice to the Servicer thereunder. Borrower shall not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is in full force and effect and no default or event of default by Borrower exists under any Servicing Agreement, and Borrower has no knowledge of any default or event of default thereunder by will maintain the Servicer. Borrower shall, within ten (10) days following 's System in a written request by Agent, deliver manner that permits the Servicer to Agent true and correct copies of all Servicing Agreementsbe Year 2000 Compliant.

Servicing. (a) Borrower Subject to subsection (d) below, the Seller covenants to maintain or cause the servicing of the Mortgage Loans Purchased Assets to be maintained in conformity with Accepted Servicing Practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality pursuant to the servicing Borrower provides for other mortgage loans which it ownsrelated underlying Servicing Agreement, if any. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing approved by Borrower.. LEGAL02/40118759v8 (b) If any During the period the Seller is servicing the Purchased Assets for Agent for the benefit of the Mortgage Loans are serviced by BorrowerBuyers, (i) Borrower the Seller agrees that Agent for the benefit of Buyers is the collateral assignee owner of all servicing recordsServicing Records relating to Purchased Assets that have not been repurchased, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage such Loans (the "SERVICING RECORDS"“Servicing Records”), and (ii) Borrower the Seller grants Agent, Agent for the benefit of Lender, Buyers a security interest in all servicing fees and rights relating to the Mortgage Loans Purchased Assets that have not been repurchased and all Servicing Records to secure the obligation of Borrower the Seller or its designee to service the Mortgage Loans in conformity with this Section 42 and any other obligation of Borrower the Seller to LenderAgent and Buyers. Borrower At all times during the term of this Agreement, the Seller covenants to safeguard hold such Servicing Records in trust for Agent for the benefit of Buyers and to safeguard, or cause each Subservicer to safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the related Servicing Agreement promptly to Agent or its designee (including the Custodian) at Agent's ’s reasonable request. (c) If any of the Mortgage Loans are Loan that is proposed to be sold on a Purchase Date is serviced by a third party servicer other than the Seller (such third party servicera “Subservicer”), or if the servicing of any Purchased Asset is to be transferred to a Subservicer, the "SERVICER"), Borrower (i) Seller shall provide a copy of the related servicing agreement and an Instruction Letter executed by such Subservicer, Seller and Agent (collectively, the “Servicing Agreement”) to AgentAgent at least one (1) Business Day prior to such Purchase Date or transfer date, as applicable, which Servicing Agreement shall be in form and substance reasonably acceptable to Agent. In addition, the Seller shall have obtained the prior written consent of Agent (for such Subservicer to subservice the "SERVICING AGREEMENT")Loans, (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit E hereto (a "SERVICER NOTICE AND AGREEMENT") and shall cause the Servicer to acknowledge and agree to the same and (iii) hereby irrevocably assigns to Lender and such Lender's successors and assigns all right, title and interest of Borrower in, to and under, and the benefits of, and Servicing Agreement with respect to the Mortgage Loans. Any successor which consent may not unreasonably be withheld or assignee of a Servicer shall be approved in writing by Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations with respect to the Mortgage Loansdelayed. (d) If the servicer of the Mortgage Loans is Borrower or an Affiliate of Borrower, Borrower shall provide to Agent a letter from the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, Agent may terminate any Servicing Agreement and transfer servicing to Agent's designee, at no cost or expense to Agent, it being agreed that Borrower will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of Agent. (e) After the Funding Purchase Date, until the pledge of any Mortgage Loan is relinquished by Repurchase Date, the Custodian, unless otherwise agreed in writing by Agent, Borrower Seller will have no right to modify or alter the terms of such Mortgage the Loan or consent to the modification or alteration of the terms of any Loan, except as required by law, Agency Guidelines, FHA Regulations, requirements for VA Loans, Rural Housing Service Regulations, Accepted Servicing Practices, any Program Documents or other requirements, and Borrower the Seller will have no obligation or right to repossess such Mortgage any Loan or substitute another Mortgage Loan, except as provided in any Custodial Agreement or any Program Document, including, without limitation, Section 16 of this Agreement. (fe) In the event Borrower or its Affiliate is servicing the Mortgage Loans, Borrower The Seller shall permit Agent and each Buyer to inspect Borrower's or its Affiliate's upon reasonable prior written notice at a mutually convenient time the Seller’s servicing facilities, as the case may be, for the purpose of satisfying Agent and each Buyer that Borrower or its Affiliate, as the case may be, Seller has the ability to service the Mortgage Loans as provided in this Agreement. In addition, with respect to any Subservicer which is not an Affiliate of the Seller, the Seller shall use its best efforts to enable Agent and each Buyer to inspect the servicing facilities of such Subservicer. (gf) Borrower represents that each Servicing Agreement can be terminated by Borrower without cause and without payment of any termination fee or other fee upon not greater than sixty (60) days prior written notice Seller retains no economic rights to the Servicer thereunderservicing of the Purchased Assets; provided that Seller shall continue to service the Purchased Assets hereunder as part of its Obligations hereunder. Borrower shall not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents As such, Seller expressly acknowledges that each Servicing Agreement is in full force and effect and no default or event of default by Borrower exists under any Servicing Agreement, and Borrower has no knowledge of any default or event of default thereunder by the Servicer. Borrower shall, within ten (10) days following a written request by Agent, deliver Purchased Assets are sold to Agent true and correct copies for the benefit of all Servicing Agreements.Buyers on a “servicing released” basis. LEGAL02/40118759v8