Common use of The Servicer to Act as Servicer Clause in Contracts

The Servicer to Act as Servicer. The Servicer shall service and administer the Accounts, in accordance with the express terms of this Agreement, applicable state and federal law, and with the standards and procedures employed by a prudent servicer with respect to the servicing of similar accounts held in its own portfolio and in accordance with the Servicer's historical servicing standards set forth on Exhibit B, and the Servicer shall have full power and authority, acting alone, to do any and all things in connection with such servicing and administration that it may deem necessary or desirable and, subject to the foregoing and the provisions of the Indenture to execute and deliver in the Servicer's own name, on behalf of the Issuer, any and all deeds, sale contracts, instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Accounts and with respect to the Mortgaged Properties; provided, however, any Successor Servicer shall not be bound by the Servicer's historical servicing standards. Notwithstanding the preceding paragraph, the Servicer shall at all times follow the procedures set forth below: 1. The Servicer shall use its reasonable best efforts to contact, either by telephone, mail, in person, or in such other manner as the Servicer deems appropriate under the circumstances, each Obligor on any Account that is delinquent 30 days or more in any payments called for under the terms and provisions of the Accounts (including outstanding advances for taxes, insurance and other amounts) as of the most recent Monthly Cut-Off Date, in order to ascertain the reason for the delinquency and the likelihood that the Account will become current. Thereafter, the Servicer shall diligently pursue collection efforts in order to bring the Account current with respect to all outstanding amounts (including outstanding taxes, insurance and other amounts) unless the Servicer in its good faith judgment believes it is most appropriate, under the circumstances, and not as a general matter, not to pursue the outstanding amounts for taxes, insurance and other amounts. 2. The Servicer shall use its reasonable best efforts to physically inspect or visit the Mortgaged Property securing any Account that is 60 or more days delinquent as of the most recent Monthly Cut-Off Date, unless the Servicer otherwise determines to its reasonable satisfaction that the value of the Mortgaged Property securing such Account has not been materially impaired and that such property has not been abandoned. 3. The Servicer shall use its reasonable best efforts to diligently pursue, foreclose upon, sell the underlying note, or otherwise comparably convert the ownership of properties securing an Account that continues in default (including default in payment of taxes and insurance) for more than 90 days, unless the Servicer, in its best judgment, believes that the Account can be returned to current status within a reasonable period of time or, solely with respect to defaults due solely to default in payment of taxes and insurance and other amounts, unless the Servicer in its good faith judgment believes it is most appropriate, under the circumstances, and not as a general matter, not to pursue the outstanding amounts for taxes, insurance and other amounts. 4. With respect to Mortgaged Properties that are known by the Servicer to be abandoned or in foreclosure, or properties with respect to which title has been acquired, the Servicer shall take such action as it deems necessary in its good faith judgment and not in violation of law to protect such property from vandalism or damage by the elements. 5. The deed to any Acquired Property delivered as a result of any foreclosure or similar proceeding or deed in lieu thereof shall name the Issuer as grantee unless the Servicer deems it necessary to foreclose or otherwise comparably convert title to any Mortgaged Property in the name of a party other than the Issuer. In that event, the Servicer may designate such a party to hold title to the Acquired Property. The party designated to hold such title shall sign a written acknowledgment that it is holding title on behalf of the Issuer and any such acknowledgment shall be delivered to the Indenture Trustee together with the deed to such Acquired Property. 6. Upon acquisition of an Acquired Property by the Issuer, the Servicer shall prepare a Trust Mortgage in form appropriate to the state in which such Acquired Property is located and furnish such Trust Mortgage to the Indenture Trustee within two Business Days of acquiring a deed in respect of such Acquired Property for execution by the Issuer and recordation in accordance with the terms of the Indenture. The Servicer or Sub-Servicer in order to facilitate the sale of the Acquired Property, at its option, may execute and record as agent and attorney in fact for the Issuer a deed granting to the Servicer or Sub-Servicer a ten percent interest in the Acquired Property as a tenant in common, which interest shall be subject to the Trust Mortgage. As consideration for that interest, the Servicer or Sub-Servicer shall convey and hereby agrees to convey to the Issuer all of its share of the proceeds of disposition of any such Acquired Property (including any interest in any new Account with respect to such Acquired Property). No other consideration shall be payable by the Servicer or Sub-Servicer to the Issuer for that interest. If an Acquired Property is resold in exchange for a new Account within two Business Days of acquisition of such Acquired Property, the mortgage or deed of trust executed by the Issuer need not be executed and delivered to the Indenture Trustee, provided the Mortgage Asset Documents for such new Account and all assignments and endorsements with respect to such new Account required by the Indenture are delivered to the Indenture Trustee within five Business Days of acquisition. 7. Upon the acquisition of an Acquired Property, the Servicer shall (i) deliver the deed or certificate of sale to the Indenture Trustee, (ii) advance all taxes and standard hazard insurance premiums relating to the Acquired Property, (iii) process any claims for redemption and otherwise comply with any redemption procedures required by law, (iv) use its reasonable best efforts to promptly sell or otherwise dispose of such Acquired Property at a price which in its best judgment represents reasonable value and remit the proceeds to the Indenture Trustee, and (v) if, in order to sell the property at what it reasonably determines to be the best price available, the Servicer deems it reasonably necessary for the Issuer to provide mortgage financing to the prospective buyer, the Servicer shall undertake, as agent for the Issuer, to apply substantially the same underwriting standards as the Servicer applies to similar transactions originated by it for its own account provided however that the Maturity Date of any such Account shall not exceed [________]. 8. If the Servicer deems it reasonably necessary to convey an Acquired Property in exchange for a new Account, such new Account may be originated on documents naming the Servicer or Sub-Servicer as payee; provided, however, that the Maturity Date of any such new Account shall not exceed [________]. The Sub-Servicer's or Servicer's rights under any such documents shall be subject to its obligation to convey proceeds of the disposition of Acquired Property. In connection with the sale of an Acquired Property, any contract of sale or deed shall be executed by the Servicer or Sub-Servicer in its individual capacity and as agent and attorney in fact for the Issuer. The Servicer shall request release of the Trust Mortgage by the

The Servicer to Act as Servicer. The Servicer shall service and administer the Accounts, in accordance with the express terms of this Agreement, applicable state and federal law, and with the standards and procedures employed by a prudent servicer with respect to the servicing of similar accounts held in its own portfolio and in accordance with the Servicer's historical servicing standards set forth on Exhibit BD, and the Servicer shall have full power and authority, acting alone, to do any and all things in connection with such servicing and administration that it may deem necessary or desirable and, subject to the foregoing and the provisions of the Indenture to execute and deliver in the Servicer's own name, on behalf of the Issuer, any and all deeds, sale contracts, instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Accounts and with respect to the Mortgaged Properties; provided, however, any Successor Servicer shall not be bound by the Servicer's historical servicing standards. Notwithstanding the preceding paragraph, the Servicer shall at all times follow the procedures set forth below: 1. The Servicer shall use its reasonable best efforts to contact, either by telephone, mail, in person, or in such other manner as the Servicer deems appropriate under the circumstances, each Obligor on any Account that is delinquent 30 days or more in any payments called for under the terms and provisions of the Accounts (including outstanding advances for taxes, insurance and other amounts) as of the most recent Monthly Cut-Off off Date, in order to ascertain the reason for the delinquency and the likelihood that the Account will become current. Thereafter, the Servicer shall diligently pursue collection efforts in order to bring the Account current with respect to all outstanding amounts (including outstanding taxes, insurance and other amounts) unless the Servicer in its good faith judgment believes it is most appropriate, under the circumstances, and not as a general matter, not to pursue the outstanding amounts for taxes, insurance and other amounts. 2. The Servicer shall use its reasonable best efforts to physically inspect or visit the Mortgaged Property securing any Account that is 60 or more days delinquent as of the most recent Monthly Cut-Off off Date, unless the Servicer otherwise determines to its reasonable satisfaction that the value of the Mortgaged Property securing such Account has not been materially impaired and that such property has not been abandoned. 3. The Servicer shall use its reasonable best efforts to diligently pursue, foreclose upon, sell the underlying note, upon or otherwise comparably convert the ownership of properties securing an Account that continues in default (including default in payment of taxes and insurance) for more than 90 days, unless the Servicer, in its best judgment, believes that the Account can be returned to current status within a reasonable period of time or, solely with respect to defaults due solely to default in payment of taxes and insurance and other amounts, unless the Servicer in its good faith judgment believes it is most appropriate, under the circumstances, and not as a general matter, not to pursue the outstanding amounts for taxes, insurance and other amounts. 4. With respect to Mortgaged Properties that are known by the Servicer to be abandoned or in foreclosure, or properties with respect to which title has been acquired, the Servicer shall take such action as it deems necessary in its good faith judgment and not in violation of law to protect such property from vandalism or damage by the elements. 5. The deed to any Acquired Property delivered as a result of any foreclosure or similar proceeding or deed in lieu thereof shall name the Issuer as grantee unless the Servicer deems it necessary to foreclose or otherwise comparably convert title to any Mortgaged Property in the name of a party other than the Issuer. In that event, the Servicer may designate such a party (which, except in the States of Ohio and Maryland, shall not be an Affiliate of the Grantor) to hold title to the Acquired Property. The party designated to hold such title shall sign a written acknowledgment that it is holding title on behalf of the Issuer and any such acknowledgment acknowledgement shall be delivered to the Indenture Trustee together with the deed to such Acquired Property. 6. Upon acquisition of an Acquired Property by the Issuer, the Servicer shall prepare a Trust Mortgage in form appropriate to the state in which such Acquired Property is located and furnish such Trust Mortgage to the Indenture Trustee within two Business Days of acquiring a deed in respect of such Acquired Property for execution by the Issuer and recordation in accordance with the terms of the Indenture. The Servicer or Sub-Servicer in order to facilitate the sale of the Acquired Property, at its option, may execute and record as agent and attorney in fact for the Issuer a deed granting to the Servicer or Sub-Servicer a ten percent interest in the Acquired Property as a tenant in common, which interest shall be subject to the Trust Mortgage. As consideration for that interest, the Servicer or Sub-Servicer shall convey and hereby agrees to convey to the Issuer all of its share of the proceeds of disposition of any such Acquired Property (including any interest in any new Account with respect to such Acquired Property). No other consideration shall be payable by the Servicer or Sub-Servicer SubServicer to the Issuer for that interest. If an Acquired Property is resold in exchange for a new Account within two Business Days of acquisition of such Acquired Property, the mortgage or deed of trust executed by the Issuer need not be executed and delivered to the Indenture Trustee, provided the Mortgage Asset Account Documents for such new Account and all assignments and endorsements with respect to such new Account required by the Indenture are delivered to the Indenture Trustee within five Business Days of acquisition. 7. Upon the acquisition of an Acquired Property, the Servicer shall (i) deliver the deed or certificate of sale to the Indenture Trustee, (ii) advance all taxes and standard hazard insurance premiums relating to the Acquired Property, (iii) process any claims for redemption and otherwise comply with any redemption procedures required by law, (iv) use its reasonable best efforts to promptly sell or otherwise dispose of such Acquired Property at a price which in its best judgment represents reasonable value and remit the proceeds to the Indenture Trustee, and (v) if, in order to sell the property at what it reasonably determines to be the best price available, the Servicer deems it reasonably necessary for the Issuer to provide mortgage financing to the prospective buyer, the Servicer shall undertake, as agent for the Issuer, to apply substantially the same underwriting standards as the Servicer applies to similar transactions originated by it for its own account account; provided however that the Maturity Date of any such Account shall not exceed [________]June 1, 2031. 8. If the Servicer deems it reasonably necessary to convey an Acquired Property in exchange for a new Account, such new Account may be originated on documents naming the Servicer or Sub-Servicer as payee; provided, however, that the Maturity Date of any such new Account shall not exceed [________]June 1, 2031. The Sub-Servicer's or Servicer's rights under any such documents shall be subject to its obligation to convey proceeds of the disposition of Acquired Property. In connection with the sale of an Acquired Property, any contract of sale or deed shall be executed by the Servicer or Sub-Servicer in its individual capacity and as agent and attorney in fact for the Issuer. The Servicer shall request release of the Trust Mortgage by thethe Trustee. Immediately upon consummation of the sale, the Servicer or Sub-Servicer shall assign all of its right, title and interest in the new Account to the Issuer and the Issuer shall assign all of its right, title and interest in the new Account to the Trustee. The Servicer shall record the release, the deed, the Mortgage, the assignment of the Servicer's or Sub-Servicer's interest to the Issuer and an assignment of the Mortgage by the Issuer to the Trustee immediately. 9. The Servicer shall segregate and hold all funds collected and received in connection with the rental or sale of any Acquired Property separate and apart from its own funds and general assets and shall deposit such moneys in the Holding Account in accordance with Section 2.07(b). 10. Except as expressly permitted by Section 2.10 or as otherwise provided in Exhibit D, the Servicer shall not alter, change or modify, or permit the alteration, change or modification of, any Account without the prior consent of the Trustee; provided, however, that the Servicer may charge-off or write-off Accounts when the Servicer determines in its best judgment that it is prudent to do so and that the costs and expenses of continued servicing of such Accounts (including foreclosure proceedings) exceeds the expected revenues therefrom, and such determination is evidenced by a certification signed by a duly authorized officer of the Servicer setting forth such conclusions and the basis therefor. Promptly after the execution and delivery of this Agreement, the Servicer shall deliver to the Issuer and the Trustee a list of officers of the Servicer involved in, or responsible for, the administration and servicing of the Accounts, which list shall from time to time be updated by the Servicer after each change in servicing officers. At all times while the Servicer is servicing the Accounts pursuant to this Agreement, the Servicer shall employ field servicing personnel for each state in which Mortgaged Properties are located who are assigned to service the related outstanding Accounts of that state; provided, however, that if the Servicer does not employ field servicing personnel in any such state or does not employ sufficient field servicing personnel in any such state to service the related outstanding Accounts of that state in accordance with the terms and provisions of this Agreement, the Servicer shall enter into one or more Sub-Servicing Agreements as described in Section 2.02 with a Sub-Servicer that employs field servicing personnel or agents for that state providing for the servicing of the effected outstanding Accounts of that state.

The Servicer to Act as Servicer. The Servicer shall service and administer the Accounts, in accordance with the express terms of this Agreement, applicable state and federal law, and with the standards and procedures employed by a prudent servicer with respect to the servicing of similar accounts held in its own portfolio and in accordance with the Servicer's historical servicing standards set forth on Exhibit BD, and the Servicer shall have full power and authority, acting alone, to do any and all things in connection with such servicing and administration that it may deem necessary or desirable and, subject to the foregoing and the provisions of the Indenture to execute and deliver in the Servicer's own name, on behalf of the Issuer, any and all deeds, sale contracts, instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Accounts and with respect to the Mortgaged Properties; provided, however, any Successor Servicer shall not be bound by the Servicer's historical servicing standards. Notwithstanding the preceding paragraph, the Servicer shall at all times follow the procedures set forth below: 1. The Servicer shall use its reasonable best efforts to contact, either by telephone, mail, in person, or in such other manner as the Servicer deems appropriate under the circumstances, each Obligor on any Account that is delinquent 30 days or more in any payments called for under the terms and provisions of the Accounts (including outstanding advances for taxes, insurance and other amounts) as of the most recent Monthly Cut-Off off Date, in order to ascertain the reason for the delinquency and the likelihood that the Account will become current. Thereafter, the Servicer shall diligently pursue collection efforts in order to bring the Account current with respect to all outstanding amounts (including outstanding taxes, insurance and other amounts) unless the Servicer in its good faith judgment believes it is most appropriate, under the circumstances, and not as a general matter, not to pursue the outstanding amounts for taxes, insurance and other amounts. 2. The Servicer shall use its reasonable best efforts to physically inspect or visit the Mortgaged Property securing any Account that is 60 or more days delinquent as of the most recent Monthly Cut-Off off Date, unless the Servicer otherwise determines to its reasonable satisfaction that the value of the Mortgaged Property securing such Account has not been materially impaired and that such property has not been abandoned. 3. The Servicer shall use its reasonable best efforts to diligently pursue, foreclose upon, sell the underlying note, upon or otherwise comparably convert the ownership of properties securing an Account that continues in default (including default in payment of taxes and insurance) for more than 90 days, unless the Servicer, in its best judgment, believes that the Account can be returned to current status within a reasonable period of time or, solely with respect to defaults due solely to default in payment of taxes and insurance and other amounts, unless the Servicer in its good faith judgment believes it is most appropriate, under the circumstances, and not as a general matter, not to pursue the outstanding amounts for taxes, insurance and other amounts. 4. With respect to Mortgaged Properties that are known by the Servicer to be abandoned or in foreclosure, or properties with respect to which title has been acquired, the Servicer shall take such action as it deems necessary in its good faith judgment and not in violation of law to protect such property from vandalism or damage by the elements. 5. The deed to any Acquired Property delivered as a result of any foreclosure or similar proceeding or deed in lieu thereof shall name the Issuer as grantee unless the Servicer deems it necessary to foreclose or otherwise comparably convert title to any Mortgaged Property in the name of a party other than the Issuer. In that event, the Servicer may designate such a party (which, except in the States of Ohio and Maryland, shall not be an Affiliate of the Grantor) to hold title to the Acquired Property. The party designated to hold such title shall sign a written acknowledgment that it is holding title on behalf of the Issuer and any such acknowledgment shall be delivered to the Indenture Trustee together with the deed to such Acquired Property. 6. Upon acquisition of an Acquired Property by the Issuer, the Servicer shall prepare a Trust Mortgage in form appropriate to the state in which such Acquired Property is located and furnish such Trust Mortgage to the Indenture Trustee within two Business Days of acquiring a deed in respect of such Acquired Property for execution by the Issuer and recordation in accordance with the terms of the Indenture. The Servicer or Sub-Servicer in order to facilitate the sale of the Acquired Property, at its option, may execute and record as agent and attorney in fact for the Issuer a deed granting to the Servicer or Sub-Servicer a ten percent interest in the Acquired Property as a tenant in common, which interest shall be subject to the Trust Mortgage. As consideration for that interest, the Servicer or Sub-Servicer shall convey and hereby agrees to convey to the Issuer all of its share of the proceeds of disposition of any such Acquired Property (including any interest in any new Account with respect to such Acquired Property). No other consideration shall be payable by the Servicer or Sub-Servicer to the Issuer for that interest. If an Acquired Property is resold in exchange for a new Account within two Business Days of acquisition of such Acquired Property, the mortgage or deed of trust executed by the Issuer need not be executed and delivered to the Indenture Trustee, provided the Mortgage Asset Account Documents for such new Account and all assignments and endorsements with respect to such new Account required by the Indenture are delivered to the Indenture Trustee within five Business Days of acquisition. 7. Upon the acquisition of an Acquired Property, the Servicer shall (i) deliver the deed or certificate of sale to the Indenture Trustee, (ii) advance all taxes and standard hazard insurance premiums relating to the Acquired Property, (iii) process any claims for redemption and otherwise comply with any redemption procedures required by law, (iv) use its reasonable best efforts to promptly sell or otherwise dispose of such Acquired Property at a price which in its best judgment represents reasonable value and remit the proceeds to the Indenture Trustee, and (v) if, in order to sell the property at what it reasonably determines to be the best price available, the Servicer deems it reasonably necessary for the Issuer to provide mortgage financing to the prospective buyer, the Servicer shall undertake, as agent for the Issuer, to apply substantially the same underwriting standards as the Servicer applies to similar transactions originated by it for its own account account; provided however that the Maturity Date of any such Account shall not exceed [________]June 1, 2031. 8. If the Servicer deems it reasonably necessary to convey an Acquired Property in exchange for a new Account, such new Account may be originated on documents naming the Servicer or Sub-Servicer as payee; provided, however, that the Maturity Date of any such new Account shall not exceed [_______, 20_]_. The Sub-Servicer's or Servicer's rights under any such documents shall be subject to its obligation to convey proceeds of the disposition of Acquired Property. In connection with the sale of an Acquired Property, any contract of sale or deed shall be executed by the Servicer or Sub-Servicer in its individual capacity and as agent and attorney in fact for the Issuer. The Servicer shall request release of the Trust Mortgage by thethe Trustee. Immediately upon consummation of the sale, the Servicer or Sub-Servicer shall assign all of its right, title and interest in the new Account to the Issuer and the Issuer shall assign all of its right, title and interest in the new Account to the Trustee. The Servicer shall record the release, the deed, the Mortgage, the assignment of the Servicer's or Sub-Servicer's interest to the Issuer and an assignment of the Mortgage by the Issuer to the Trustee immediately. 9. The Servicer shall segregate and hold all funds collected and received in connection with the rental or sale of any Acquired Property separate and apart from its own funds and general assets and shall deposit such moneys in the Holding Account in accordance with Section 2.07(b). 10. Except as expressly permitted by Section 2.10 or as otherwise provided in Exhibit D, the Servicer shall not alter, change or modify, or permit the alteration, change or modification of, any Account without the prior consent of the Trustee; provided, however, that the Servicer may charge-off or write-off Accounts when the Servicer determines in its best judgment that it is prudent to do so and that the costs and expenses of continued servicing of such Accounts (including foreclosure proceedings) exceeds the expected revenues therefrom, and such determination is evidenced by a certification signed by a duly authorized officer of the Servicer setting forth such conclusions and the basis therefor. Promptly after the execution and delivery of this Agreement, the Servicer shall deliver to the Issuer and the Trustee a list of officers of the Servicer involved in, or responsible for, the administration and servicing of the Accounts, which list shall from time to time be updated by the Servicer after each change in servicing officers. At all times while the Servicer is servicing the Accounts pursuant to this Agreement, the Servicer shall employ field servicing personnel for each state in which Mortgaged Properties are located who are assigned to service the related outstanding Accounts of that state; provided, however, that if the Servicer does not employ field servicing personnel in any such state or does not employ sufficient field servicing personnel in any such state to service the related outstanding Accounts of that state in accordance with the terms and provisions of this Agreement, the Servicer shall enter into one or more Sub-Servicing Agreements as described in Section 2.02 with a Sub-Servicer that employs field servicing personnel or agents for that state providing for the servicing of the effected outstanding Accounts of that state.

The Servicer to Act as Servicer. The Servicer shall service and administer the Accounts, in accordance with the express terms of this Agreement, applicable state and federal law, and with the standards and procedures employed by a prudent servicer with respect to the servicing of similar accounts held in its own portfolio and in accordance with the Servicer's historical servicing standards set forth on Exhibit BD, and the Servicer shall have full power and authority, acting alone, to do any and all things in connection with such servicing and administration that it may deem necessary or desirable and, subject to the foregoing and the provisions of the Indenture to execute and deliver in the Servicer's own name, on behalf of the Issuer, any and all deeds, sale contracts, instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Accounts and with respect to the Mortgaged Properties; provided, however, any Successor Servicer successor servicer shall not be bound by the Servicer's historical servicing standards. Notwithstanding the preceding paragraph, the Servicer shall at all times follow the procedures set forth below: 1. The Servicer shall use its reasonable best efforts to contact, either by telephone, mail, in person, or in such other manner as the Servicer deems appropriate under the circumstances, each Obligor on any Account that is delinquent 30 days or more in any payments called for under the terms and provisions of the Accounts (including outstanding advances for taxes, insurance and other amounts) as of the most recent Monthly Cut-Off off Date, in order to ascertain the reason for the delinquency and the likelihood that the Account will become current. Thereafter, the Servicer shall diligently pursue collection efforts in order to bring the Account current with respect to all outstanding amounts (including outstanding taxes, insurance and other amounts) unless the Servicer in its good faith judgment believes it is most appropriate, under the circumstances, and not as a general matter, not to pursue the outstanding amounts for taxes, insurance and other amounts. 2. The Servicer shall use its reasonable best efforts to physically inspect or visit the Mortgaged Property securing any Account that is 60 or more days delinquent as of the most recent Monthly Cut-Off off Date, unless the Servicer otherwise determines to its reasonable satisfaction that the value of the Mortgaged Property securing such Account has not been materially impaired and that such property has not been abandoned. 3. The Servicer shall use its reasonable best efforts to diligently pursue, foreclose upon, sell the underlying note, upon or otherwise comparably convert the ownership of properties securing an Account that continues in default (including default in payment of taxes and insurance) for more than 90 days, unless the Servicer, in its best judgment, believes that the Account can be returned to current status within a reasonable period of time or, solely with respect to defaults due solely to default in payment of taxes and insurance and other amounts, unless the Servicer in its good faith judgment believes it is most appropriate, under the circumstances, and not as a general matter, not to pursue the outstanding amounts for taxes, insurance and other amounts. 4. With respect to Mortgaged Properties that are known by the Servicer to be abandoned or in foreclosure, or properties with respect to which title has been acquired, the Servicer shall take such action as it deems necessary in its good faith judgment and not in violation of law to protect such property from vandalism or damage by the elements. 5. The deed to any Acquired Property delivered as a result of any foreclosure or similar proceeding or deed in lieu thereof shall name the Issuer as grantee unless the Servicer deems it necessary to foreclose or otherwise comparably convert title to any Mortgaged Property in the name of a party other than the Issuer. In that event, the Servicer may designate such a party (which, except in the States of Ohio and Maryland, shall not be an Affiliate of the Grantor) to hold title to the Acquired Property. The party designated to hold such title shall sign a written acknowledgment that it is holding title on behalf of the Issuer and any such acknowledgment acknowledgement shall be delivered to the Indenture Trustee together with the deed to such Acquired Property. 6. Upon acquisition of an Acquired Property by the Issuer, the Servicer shall prepare a Trust Mortgage in form appropriate to the state in which such Acquired Property is located and furnish such Trust Mortgage to the Indenture Trustee within two Business Days of acquiring a deed in respect of such Acquired Property for execution by the Issuer and recordation in accordance with the terms of the Indenture. The Servicer or Sub-Servicer in order to facilitate the sale of the Acquired Property, at its option, may execute and record as agent and attorney in fact for the Issuer a deed granting to the Servicer or Sub-Servicer a ten percent interest in the Acquired Property as a tenant in common, which interest shall be subject to the Trust Mortgage. As consideration for that interest, the Servicer or Sub-Servicer shall convey and hereby agrees to convey to the Issuer all of its share of the proceeds of disposition of any such Acquired Property (including any interest in any new Account with respect to such Acquired Property). No other consideration shall be payable by the Servicer or Sub-Servicer SubServicer to the Issuer for that interest. If an Acquired Property is resold in exchange for a new Account within two Business Days of acquisition of such Acquired Property, the mortgage or deed of trust executed by the Issuer need not be executed and delivered to the Indenture Trustee, provided the Mortgage Asset Account Documents for such new Account and all assignments and endorsements with respect to such new New Account required by the Indenture are delivered to the Indenture Trustee within five Business Days of acquisition. 7. Upon the acquisition of an Acquired Property, the Servicer shall (i) deliver the deed or certificate of sale to the Indenture Trustee, (ii) advance all taxes and standard hazard insurance premiums relating to the Acquired Property, (iii) process any claims for redemption and otherwise comply with any redemption procedures required by law, (iv) use its reasonable best efforts to promptly sell or otherwise dispose of such Acquired Property at a price which in its best judgment represents reasonable value and remit the proceeds to the Indenture Trustee, and (v) if, in order to sell the property at what it reasonably determines to be the best price available, the Servicer deems it reasonably necessary for the Issuer to provide mortgage financing to the prospective buyer, the Servicer shall undertake, as agent for the Issuer, to apply substantially the same underwriting standards as the Servicer applies to similar transactions originated by it for its own account provided however that the Maturity Date of any such Account shall not exceed [________]account. 8. If the Servicer deems it reasonably necessary to convey an Acquired Property in exchange for a new Account, such new Account may be originated on documents naming the Servicer or Sub-Servicer as payee; provided, however, that the Maturity Date of any such new Account shall not exceed [________]the final Payment Date on the Notes. The Sub-Servicer's or Servicer's rights under any such documents shall be subject to its obligation to convey proceeds of the disposition of Acquired Property. In connection with the sale of an Acquired Property, any contract of sale or deed shall be executed by the Servicer or Sub-Servicer in its individual capacity and as agent and attorney in fact for the Issuer. The Servicer shall request release of the Trust Mortgage by thethe Trustee. Immediately upon consummation of the sale, the Servicer or Sub-Servicer shall assign all of its right, title and interest in the new Account to the Issuer and the Issuer shall assign all of its right, title and interest in the new Account to the Trustee. The Servicer shall record the release, the deed, the Mortgage, the assignment of the Servicer's or Sub-Servicer's interest to the Issuer and an assignment of the Mortgage by the Issuer to the Trustee immediately. 9. The Servicer shall segregate and hold all funds collected and received in connection with the rental or sale of any Acquired Property separate and apart from its own funds and general assets and shall deposit such moneys in the Holding Account in accordance with Section 2.07(b). 10. Except as expressly permitted by Section 2.10 or as otherwise provided in Exhibit D, the Servicer shall not alter, change or modify, or permit the alteration, change or modification of, any Account without the prior consent of the Trustee; provided, however, that the Servicer may charge-off or write-off Accounts when the Servicer determines in its best judgment that it is prudent to do so and that the costs and expenses of continued servicing of such Accounts (including foreclosure proceedings) exceeds the expected revenues therefrom, and such determination is evidenced by a certification signed by a duly authorized officer of the Servicer setting forth such conclusions and the basis therefor. Promptly after the execution and delivery of this Agreement, the Servicer shall deliver to the Issuer and the Trustee a list of officers of the Servicer involved in, or responsible for, the administration and servicing of the Accounts, which list shall from time to time be updated by the Servicer after each change in servicing officers. At all times while the Servicer is servicing the Accounts pursuant to this Agreement, the Servicer shall employ field servicing personnel for each state in which Mortgaged Properties are located who are assigned to service the related outstanding Accounts of that state; provided, however, that if the Servicer does not employ field servicing personnel in any such state or does not employ sufficient field servicing personnel in any such state to service the related outstanding Accounts of that state in accordance with the terms and provisions of this Agreement, the Servicer shall enter into one or more Sub-Servicing Agreements as described in Section 2.02 with a Sub-Servicer that employs field servicing personnel or agents for that state providing for the servicing of the effected outstanding Accounts of that state.

The Servicer to Act as Servicer. The Servicer shall service and administer the AccountsMortgage Assets, in accordance with the express terms of this Agreement, applicable state and federal law, and with the standards and procedures employed by a prudent servicer with respect to the servicing of similar accounts mortgage assets held in its own portfolio and in accordance with the Servicer's historical servicing standards set forth on Exhibit BC, and the Servicer shall have full power and authority, acting alone, to do any and all things in connection with such servicing and administration that it may deem necessary or desirable and, subject to the foregoing and the provisions of the Indenture to execute and deliver in the Servicer's own name, on behalf of the Issuer, any and all deeds, sale contracts, instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Accounts Mortgage Assets and with respect to the Mortgaged Properties; provided, however, any Successor Servicer shall not be bound by the Servicer's historical servicing standards. Notwithstanding the preceding paragraph, the Servicer shall at all times follow the procedures set forth below: 1. The Servicer shall use its reasonable best efforts to contact, either by telephone, mail, in person, or in such other manner as the Servicer deems appropriate under the circumstances, each Obligor on any Account Mortgage Asset that is delinquent 30 days or more in any payments called for under the terms and provisions of the Accounts Mortgage Assets (including outstanding advances for taxes, insurance and other amounts) as of the most recent Monthly Cut-Off Date, in order to ascertain the reason for the delinquency and the likelihood that the Account Mortgage Asset will become current. Thereafter, the Servicer shall diligently pursue collection efforts in order to bring the Account Mortgage Asset current with respect to all outstanding amounts (including outstanding taxes, insurance and other amounts) unless the Servicer in its good faith judgment believes it is most appropriate, under the circumstances, and not as a general matter, not to pursue the outstanding amounts for taxes, insurance and other amounts. 2. The Servicer shall use its reasonable best efforts to physically inspect or visit the Mortgaged Property securing any Account Mortgage Asset that is 60 or more days delinquent as of the most recent Monthly Cut-Off Date, unless the Servicer otherwise determines to its reasonable satisfaction that the value of the Mortgaged Property securing such Account Mortgage Asset has not been materially impaired and that such property has not been abandoned. 3. The Servicer shall use its reasonable best efforts to diligently pursue, foreclose upon, sell the underlying note, or otherwise comparably convert the ownership of properties securing an Account a Mortgage Asset that continues in default (including default in payment of taxes and insurance) for more than 90 days, unless the Servicer, in its best judgment, believes that the Account Mortgage Asset can be returned to current status within a reasonable period of time or, solely with respect to defaults due solely to default in payment of taxes and insurance and other amounts, unless the Servicer in its good faith judgment believes it is most appropriate, under the circumstances, and not as a general matter, not to pursue the outstanding amounts for taxes, insurance and other amounts. 4. With respect to Mortgaged Properties that are known by the Servicer to be abandoned or in foreclosure, or properties with respect to which title has been acquired, the Servicer shall take such action as it deems reasonably necessary in its good faith judgment and not in violation of law to protect such property from vandalism or damage by the elements. 5. The deed to any Acquired REO Property delivered as a result of any foreclosure or similar proceeding or deed in lieu thereof shall name the Issuer as grantee unless the Servicer deems it necessary to foreclose or otherwise comparably convert title to any Mortgaged Property in the name of a party other than the Issuer. In that event, the Servicer may designate such a party party, including itself, to hold title to the Acquired REO Property. The party designated to hold such title shall sign a written acknowledgment that it is holding title on behalf of the Issuer and any such acknowledgment shall be delivered to the Indenture Trustee Trustee, or Document Custodian on behalf of the Indenture Trustee, together with the deed to such Acquired REO Property. 6. Upon acquisition of an Acquired REO Property by the IssuerIssuer (or other party so designated by the Servicer to hold title), the Servicer shall prepare a Trust Mortgage prepare, if applicable, the written acknowledgement specified in the previous paragraph (in form appropriate acceptable to the state in which such Acquired Property is located Indenture Trustee, or Document Custodian on behalf of the Indenture Trustee) and furnish such Trust Mortgage written acknowledgement to the Indenture Trustee Trustee, or Document Custodian on behalf of the Indenture Trustee, within two Business Days of acquiring a deed in respect of such Acquired Property for execution by the Issuer and recordation in accordance with the terms of the Indenture. The Servicer or Sub-Servicer in order to facilitate the sale of the Acquired REO Property, at its option, may execute and record as agent and attorney in fact for the Issuer a deed granting to the Servicer or Sub-Servicer a ten percent interest in the Acquired Property as a tenant in common, which interest shall be subject to the Trust Mortgage. As consideration for that interest, the Servicer or Sub-Servicer shall convey and hereby agrees to convey to the Issuer all of its share of the proceeds of disposition of any such Acquired Property (including any interest in any new Account with respect to such Acquired Property). No other consideration shall be payable by the Servicer or Sub-Servicer to the Issuer for that interest. If an Acquired REO Property is resold in exchange for a new Account Mortgage Asset within two Business Days of acquisition of such Acquired REO Property, the mortgage written acknowledgement or deed of trust executed by for the Issuer REO Property need not be executed and delivered to the Indenture Trustee, or Document Custodian on behalf of the Indenture Trustee, provided the Mortgage Asset Documents for such new Account Mortgage Asset and all assignments and endorsements with respect to such new Account Mortgage Asset required by the Indenture are delivered to the Indenture Trustee Trustee, or Document Custodian on behalf of the Indenture Trustee, within five Business Days of acquisition. 7. Upon the acquisition of an Acquired REO Property, the Servicer shall (i) deliver the deed or certificate of sale and any written acknowledgment to the Indenture Trustee, or Document Custodian on behalf of the Indenture Trustee, (ii) advance all taxes and standard hazard insurance premiums relating to the Acquired REO Property, (iii) process any claims for redemption and otherwise comply with any redemption procedures required by law, (iv) use its reasonable best efforts to promptly sell or otherwise dispose of such Acquired REO Property at a price which in its best judgment represents reasonable value and remit the proceeds to the Indenture Trustee, and (v) if, in order to sell the property at what it reasonably determines to be the best price available, the Servicer deems it reasonably necessary for the Issuer to provide mortgage financing to the prospective buyer, the Servicer shall undertake, as agent for the Issuer, to apply substantially the same underwriting standards as the Servicer or Sub-Servicer (if such mortgage financing is in the form of a Mortgage Loan) applies to similar transactions originated by it for its own account provided (or the Sub-Servicer for its own account); provided, however that the Maturity Date of any such Account Mortgage Asset shall not exceed [________]August 2037. 8. If the Servicer deems it reasonably necessary to convey an Acquired REO Property in exchange for a new AccountMortgage Asset, such new Account Mortgage Asset may be originated on documents naming the Servicer or Sub-Servicer as payee; provided, however, that the Maturity Date of any such new Account Mortgage Asset shall not exceed [________]August 2037. The Sub-Servicer's or Servicer's rights under any such documents shall be subject to its obligation to convey proceeds of the disposition of Acquired the REO Property. In connection with the sale of an Acquired REO Property, any contract of sale or deed shall be executed by the Servicer or Sub-Servicer in its individual capacity and as agent and attorney in fact for the Issuer. The Servicer shall request release return of the Trust written acknowledgement by the Indenture Trustee, or Document Custodian on behalf of the Indenture Trustee. Immediately upon consummation of the sale, the Servicer or Sub-Servicer shall assign all of its right, title and interest in the new Mortgage Asset to the Issuer and the Issuer shall assign all of its right, title and interest in the new Mortgage Asset to the Indenture Trustee. The Servicer shall record the release, the deed, the Mortgage, endorse and deliver the Mortgage Asset Documents to the Indenture Trustee, or Document Custodian on behalf of the Indenture Trustee, to perfect the security interest in the Issuer and provide an assignment of the Mortgage by thethe Issuer to the Indenture Trustee immediately. 9. The Servicer shall segregate and hold all funds collected and received in connection with the rental or sale of any REO Property separate and apart from its own funds and general assets and shall deposit such moneys in the Holding Account in accordance with Section 2.07(b). 10. Except as expressly permitted by Section 2.10 or as otherwise provided in Exhibit C, the Servicer shall not alter, change or modify, or permit the alteration, change or modification of, any Mortgage Asset without the prior consent of the Indenture Trustee; provided, however, that the Servicer may charge-off or write-off Mortgage Assets when the Servicer determines in its best judgment that it is prudent to do so and that the costs and expenses of continued servicing of such Mortgage Assets (including foreclosure proceedings) exceeds the expected revenues therefrom, and such determination is evidenced by a certification signed by a duly authorized officer of the Servicer setting forth such conclusions and the basis therefor. Promptly after the execution and delivery of this Agreement, the Servicer shall deliver to the Issuer, the Indenture Trustee and Document Custodian, if any, a list of officers of the Servicer involved in, or responsible for, the administration and servicing of the Mortgage Assets. At all times while the Servicer is servicing the Mortgage Assets pursuant to this Agreement, the Servicer or the Sub-Servicer shall employ field servicing personnel for each state in which Mortgaged Properties are located who are assigned to service the related outstanding Mortgage Assets of that state; provided, however, that if the Servicer or Sub-Servicer does not employ field servicing personnel in any such state or does not employ sufficient field servicing personnel in any such state to service the related outstanding Mortgage Assets of that state in accordance with the terms and provisions of this Agreement, the Servicer shall enter into one or more Sub-Servicing Agreements as described in Section 2.02 with a Sub-Servicer that employs field servicing personnel or agents for that state providing for the servicing of the effected outstanding Mortgage Assets of that state.