Common use of Interim Servicing Clause in Contracts

Interim Servicing. (a) Notwithstanding anything herein to the contrary, each Holder agrees and acknowledges that the terms of this Section 9 shall apply only prior to the occurrence of the Note A Sale. As of the Note A Sale Date, the Servicing Agreement shall control regarding the servicing and administration of the Mortgage Loan. (b) The Initial Note A Holder shall perform and discharge the following duties to the extent consistent with the Servicing Standard in servicing and administering of the Mortgage Loan prior to the Note A Sale Date: (i) The Initial Note A Holder shall use reasonable efforts, including requesting a certification from the Borrower at least annually, to determine whether the Borrower is complying with the requirements of the Mortgage Loan Documents within the time frames set forth therein. The Initial Note A Holder shall report to the Note B Holder any non-compliance as promptly as reasonably practicable. (ii) In connection with any proposed extension of the Maturity Date pursuant to the terms and conditions of the Notes, the Initial Note A Holder shall use reasonable efforts to determine whether the Borrower satisfies all the requisite conditions precedent to any such extension and shall promptly report to the Note B Holder in writing whether such conditions have been satisfied and include all supporting calculations and assumptions. (iii) The Initial Note A Holder shall use reasonable efforts to review the operating statements, financial statements and budgets delivered by the Borrower pursuant to the Mortgage Loan Documents as promptly as reasonably practicable and will promptly advise the Note B Holder in writing of any material adverse change from prior statements or budgets or any apparent violation of the provisions of the Mortgage Loan Documents shown by the information set forth on the statements and budgets. Promptly after its receipt of the operating statements, financial statements or budgets delivered by the Borrower pursuant to the Mortgage Loan Documents, the Initial Note A Holder shall deliver copies of the same to the Note B Holder. (iv) All payments due to the Note B Holder under Section 3 or 4 shall be made on or before the fifth Business Day after each Payment Date. The Initial Note A Holder shall deliver to the Note B Holder a statement on or before each remittance date under this Agreement reflecting the Initial Note A Holder’s calculation of the payment due to the Note B Holder under the terms of this Agreement. (v) The Initial Note A Holder shall keep and maintain accounting records, upon which shall be recorded all amounts payable to each Holder pursuant to the terms of this Agreement. Such accounting records shall at all times reflect the current and correct outstanding principal balance of Note A and Note B, and may be prepared manually or electronically, or by any combination of such methods; provided, that the method of accounting utilized by the Initial Note A Holder shall record historical data, current principal, and other required statistical information in such manner as may be exhibited to the Note B Holder in visible form. In addition, the Initial Note A Holder shall keep, and furnish copies thereof to the Note B Holder upon request, records setting forth the calculation of the amount of interest (and, if applicable, principal) payable to each Holder during each interest period. (vi) The Initial Note A Holder shall keep and maintain records with respect to any UCC financing statements filed in connection with the Mortgage Loan. (c) In consideration of the Initial Note A Holder’s servicing the Mortgage Loan and Note B, the Note B Holder shall pay monthly on each Payment Date to the Initial Note A Holder (which may also be retained from distributions due to the Note B Holder under Section 9(b)) a servicing fee in the amount of 0.01% multiplied by the Note B Principal Balance divided by twelve (the “Note B Servicing Fee”). Such servicing fee shall be paid on the same basis and for the same period of time that interest is paid on the Mortgage Loan. (d) The Note B Holder shall have the right upon reasonable notice to the Initial Note A Holder, at any reasonable time during normal business hours and at the Note B Holder’s expense, to have access to and to examine the Initial Note A Holder’s books and records relating to Note A and Note B, the Mortgage Loan Documents and the Mortgaged Property. (e) The Initial Note A Holder, for so long as any related escrow account is held at Bank of America, National Association (or at one of its Affiliates or subsidiaries), shall provide to the Note B Holder a report of account balances in all such escrow account. The Initial Note A Holder shall use reasonable efforts to cause such weekly reconciliation and report to be in the form then currently used by Bank of America, National Association. If any such escrow account is not held at Bank of America, National Association (or at one of its Affiliates or subsidiaries), then the Initial Note A Holder shall, at no cost to the Initial Note A Holder, make reasonable efforts to direct the bank holding such escrow account to make available to each Holder, whether via website access or in an Excel spreadsheet delivered via email, a report of account balances in such escrow account. The Initial Note A Holder acknowledges and agrees that it shall direct the disbursement of funds from the related escrow accounts pursuant to this Agreement and the Mortgage Loan Documents and shall promptly provide copies of all correspondence sent by the Initial Note A Holder, including, without limitation, all disbursement instructions and statements received. The Initial Note A Holder shall notify the Borrower and the Note B Holder of any known deficiencies in the required escrow accounts three (3) Business Days prior to each Payment Date. (f) The Note B Holder acknowledges that the Initial Note A Holder has the right to appoint any Qualified Servicer to perform the actual servicing of the Mortgage Loan without obtaining the consent of the Note B Holder. Such Qualified Servicer shall assume the servicing and administration obligations of the Initial Note A Holder hereunder until the date immediately prior to the Note A Sale Date and shall be entitled to the Note B Servicing Fee, from the date such successor assumes such obligations for so long as such Qualified Servicer administers and services the Mortgage Loan hereunder; provided, that (a) such Qualified Servicer shall be engaged to take only such actions and obligations of Initial Note A Holder as directly relate to the servicing and administration of the Mortgage Loan and shall not be entitled to any of the other rights of the Initial Note A Holder hereunder, (b) such Qualified Servicer executes and delivers an agreement relating to such servicing obligations in form and substance reasonably satisfactory to the Initial Note A Holder containing customary representations and warranties, an agreement to service the Mortgage Loan in accordance with this Agreement, and provisions providing for the termination without fee or cause in connection with the closing of the Note A Sale. (g) The Note B Holder may separately appoint a servicer for Note B, but any such servicer shall have no servicing rights or responsibilities with respect to the Mortgage Loan or under this Agreement, and such servicer shall be compensated solely by the Note B Holder from funds payable to the Note B Holder hereunder or otherwise.

Interim Servicing. (a) Notwithstanding anything herein to The Seller shall, on behalf of Purchaser, service the contrary, each Holder agrees Mortgage Loans for the benefit of Purchaser and acknowledges that the terms Investor during the period between the Sale Date and through close of this Section 9 shall apply only prior to business on the occurrence Transfer Date in accordance with all Applicable Requirements. In the performance of the Note A Sale. As of the Note A Sale Dateits duties and services hereunder, the Servicing Agreement Seller shall control regarding the servicing be an independent contractor acting in its own behalf and administration of the Mortgage Loan. (b) The Initial Note A Holder shall perform for its own account and discharge the following duties to the extent consistent with the Servicing Standard in servicing and administering of the Mortgage Loan prior to the Note A Sale Date: (i) The Initial Note A Holder shall use reasonable effortswithout authority, including requesting a certification from the Borrower at least annuallyexpressed or implied, to determine whether the Borrower is complying with the requirements act for or on behalf of the Mortgage Loan Documents within the time frames Purchaser in any capacity other than that of an independent contractor, except as otherwise expressly set forth therein. The Initial Note A Holder shall report to the Note B Holder any non-compliance as promptly as reasonably practicable. (ii) In connection with any proposed extension of the Maturity Date pursuant to the terms and conditions of the Notes, the Initial Note A Holder shall use reasonable efforts to determine whether the Borrower satisfies all the requisite conditions precedent to any such extension and shall promptly report to the Note B Holder in writing whether such conditions have been satisfied and include all supporting calculations and assumptions. (iii) The Initial Note A Holder shall use reasonable efforts to review the operating statements, financial statements and budgets delivered by the Borrower pursuant to the Mortgage Loan Documents as promptly as reasonably practicable and will promptly advise the Note B Holder in writing of any material adverse change from prior statements or budgets or any apparent violation of the provisions of the Mortgage Loan Documents shown by the information set forth on the statements and budgets. Promptly after its receipt of the operating statements, financial statements or budgets delivered by the Borrower pursuant to the Mortgage Loan Documents, the Initial Note A Holder shall deliver copies of the same to the Note B Holder. (iv) All payments due to the Note B Holder under Section 3 or 4 shall be made on or before the fifth Business Day after each Payment Date. The Initial Note A Holder shall deliver to the Note B Holder a statement on or before each remittance date under this Agreement reflecting the Initial Note A Holder’s calculation of the payment due to the Note B Holder under the terms of this Agreement. (v) The Initial Note A Holder shall keep and maintain accounting records, upon which shall be recorded all amounts payable to each Holder pursuant to the terms of this Agreement. Such accounting records shall at all times reflect the current and correct outstanding principal balance of Note A and Note B, and may be prepared manually or electronicallyhereinabove, or by any combination of such methods; provided, that the method of accounting utilized by the Initial Note A Holder shall record historical data, current principal, and other required statistical information in such manner as may be exhibited authorized by Purchaser in writing from time to the Note B Holder in visible formtime. In addition, the Initial Note A Holder Seller shall keep, and furnish copies thereof to the Note B Holder upon request, records setting forth the calculation of the amount of interest (and, if applicable, principal) payable to each Holder during each interest period. (vi) The Initial Note A Holder shall keep and maintain records with respect to any UCC financing statements filed in connection with the Mortgage Loan. (c) In consideration of the Initial Note A Holder’s servicing the Mortgage Loan and Note B, the Note B Holder shall pay monthly on each Payment Date to the Initial Note A Holder (which may also be retained from distributions due to the Note B Holder under Section 9(b)) a servicing fee in the amount of 0.01% multiplied by the Note B Principal Balance divided by twelve (the “Note B Servicing Fee”). Such servicing fee shall be paid on the same basis and for the same period of time that interest is paid on the Mortgage Loan. (d) The Note B Holder shall have the right upon reasonable notice to the Initial Note A Holdermaintain, at any reasonable time during normal business hours and at the Note B Holder’s its expense, to have access to throughout the term hereof for itself, fidelity and to examine the Initial Note A Holder’s books errors and records relating to Note A omissions bond coverage covering all employees handling funds, monies, documents and Note B, the Mortgage Loan Documents and the Mortgaged Property. (e) The Initial Note A Holder, for so long as any related escrow account is held at Bank of America, National Association (or at one of its Affiliates or subsidiaries), shall provide to the Note B Holder a report of account balances in all such escrow account. The Initial Note A Holder shall use reasonable efforts to cause such weekly reconciliation and report to be in the form then currently used by Bank of America, National Association. If any such escrow account is not held at Bank of America, National Association (or at one of its Affiliates or subsidiaries), then the Initial Note A Holder shall, at no cost to the Initial Note A Holder, make reasonable efforts to direct the bank holding such escrow account to make available to each Holder, whether via website access or in an Excel spreadsheet delivered via email, a report of account balances in such escrow account. The Initial Note A Holder acknowledges and agrees that it shall direct the disbursement of funds from the related escrow accounts pursuant to this Agreement and the Mortgage Loan Documents and shall promptly provide copies of all correspondence sent by the Initial Note A Holder, including, without limitation, all disbursement instructions and statements received. The Initial Note A Holder shall notify the Borrower and the Note B Holder of any known deficiencies in the required escrow accounts three (3) Business Days prior to each Payment Date. (f) The Note B Holder acknowledges that the Initial Note A Holder has the right to appoint any Qualified Servicer to perform the actual servicing of the Mortgage Loan without obtaining the consent of the Note B Holder. Such Qualified Servicer shall assume the servicing and administration obligations of the Initial Note A Holder hereunder until the date immediately prior to the Note A Sale Date and shall be entitled to the Note B Servicing Fee, from the date such successor assumes such obligations for so long as such Qualified Servicer administers and services the Mortgage Loan hereunder; provided, that (a) such Qualified Servicer shall be engaged to take only such actions and obligations of Initial Note A Holder as directly relate to the servicing and administration of the Mortgage Loan and shall not be entitled to any of the other rights of the Initial Note A Holder hereunder, (b) such Qualified Servicer executes and delivers an agreement relating to such servicing obligations in form and substance reasonably satisfactory to the Initial Note A Holder containing customary representations and warranties, an agreement to service the Mortgage Loan in accordance with this Agreement, and provisions providing for the termination without fee or cause in connection with the closing of the Note A Sale. (g) The Note B Holder may separately appoint a servicer for Note B, but any such servicer shall have no servicing rights or responsibilities papers with respect to the Mortgage Loan or Loans, all in accordance with the Applicable Requirements. Seller shall perform all of its obligations under this AgreementSection 5.2 at Seller’s sole cost and expense. Purchaser shall pay to Seller the Interim Subservicing Fee. The Seller shall also be entitled to retain as additional compensation any Ancillary Income received by the Seller during the period from the Sale Date to the Transfer Date, and such the initial HAMP servicer incentive fee earned under HAMP guidelines and the Guides but not paid prior to the Transfer Date (provided, that Purchaser shall be compensated solely by entitled to any performance incentive fees under HAMP and the Note B Holder from funds payable Guides thereafter). The Interim Subservicing Fee due to Seller shall be netted out of the payment of the Servicing Fee due to Purchaser, and the remaining portion of the Servicing Fee shall be remitted to the Note B Holder hereunder Purchaser on or otherwisebefore the 5th day of each month, by wiring to the account specified in Section 3.3. A report of the Servicing Fee and Interim Subservicing Fee, on a loan-level basis, shall be delivered to Purchaser within 30 calendar days after each calendar month end. The Interim Subservicing Fee is subject to verification by Purchaser within ten Business Days after receipt of Seller’s documentation.

Interim Servicing. (a) Notwithstanding anything herein to The Seller or its designated agent approved by the contraryBuyer shall service the Mortgage Loans until the related Transfer Date in compliance with all of the terms and provisions of this Agreement and customary servicing procedures of prudent servicers servicing mortgage loans like the Mortgage Loans; provided, each Holder agrees and acknowledges however, that the terms of this Section 9 Seller alone shall apply only remain responsible for its servicing obligations hereunder until the Servicer assumes the servicing obligations hereunder. On or prior to the occurrence of Monthly Determination date immediately following the Note A Sale. As of the Note A Sale related Transfer Date, the Servicing Agreement Seller and the Servicer shall control regarding resolve any discrepancies between the servicing Seller’s accounting statement and administration of the Mortgage Loan. (b) The Initial Note A Holder Servicer’s reconciliation with respect thereto and, not later than such Monthly Determination Date, the Seller or the Buyer, as the case may be, shall perform and discharge the following duties transfer to the extent consistent with other, in immediately available funds by wire transfer, any amounts to which the Servicing Standard in servicing and administering of other party is entitled. For so long as the Mortgage Loan prior to Seller acts as the Note A Sale Date: (i) The Initial Note A Holder shall use reasonable efforts, including requesting a certification from the Borrower at least annually, to determine whether the Borrower is complying with the requirements of the Mortgage Loan Documents within the time frames set forth therein. The Initial Note A Holder shall report to the Note B Holder any non-compliance as promptly as reasonably practicable. (ii) In connection with any proposed extension of the Maturity Date pursuant to the terms and conditions of the Notes, the Initial Note A Holder shall use reasonable efforts to determine whether the Borrower satisfies all the requisite conditions precedent to any such extension and shall promptly report to the Note B Holder in writing whether such conditions have been satisfied and include all supporting calculations and assumptions. (iii) The Initial Note A Holder shall use reasonable efforts to review the operating statements, financial statements and budgets delivered by the Borrower pursuant to the Mortgage Loan Documents as promptly as reasonably practicable and will promptly advise the Note B Holder in writing of any material adverse change from prior statements or budgets or any apparent violation of the provisions of the Mortgage Loan Documents shown by the information set forth on the statements and budgets. Promptly after its receipt of the operating statements, financial statements or budgets delivered by the Borrower pursuant to the Mortgage Loan Documents, the Initial Note A Holder shall deliver copies of the same to the Note B Holder. (iv) All payments due to the Note B Holder under Section 3 or 4 shall be made on or before the fifth Business Day after each Payment Date. The Initial Note A Holder shall deliver to the Note B Holder a statement on or before each remittance date under this Agreement reflecting the Initial Note A Holder’s calculation of the payment due to the Note B Holder under the terms of this Agreement. (v) The Initial Note A Holder shall keep and maintain accounting records, upon which shall be recorded all amounts payable to each Holder pursuant to the terms of this Agreement. Such accounting records shall at all times reflect the current and correct outstanding principal balance of Note A and Note B, and may be prepared manually or electronically, or by any combination of such methods; provided, that the method of accounting utilized by the Initial Note A Holder shall record historical data, current principal, and other required statistical information in such manner as may be exhibited to the Note B Holder in visible form. In addition, the Initial Note A Holder shall keep, and furnish copies thereof to the Note B Holder upon request, records setting forth the calculation of the amount of interest (and, if applicable, principal) payable to each Holder during each interest period. (vi) The Initial Note A Holder shall keep and maintain records interim servicer with respect to any UCC financing statements filed Mortgage Loans, the Seller shall deposit payments received by it into the Interim Collection Account and shall remit via wire transfer, hand delivery or overnight mail to the Servicer on a daily basis, within two Business days after receipt thereof, all payments received in connection with respect of such Mortgage Loans on and after the Mortgage Loan. related Cut-Off Date (c) In consideration except Escrow Payments). The Seller shall keep track of the Initial Note A Holder’s servicing the Mortgage Loan payments received, and Note Bconcurrently with any such deposit, the Note B Holder Seller shall pay monthly on each Payment Date give the Servicer a notification of deposit in a form mutually agreeable to the Initial Note A Holder (which may also be retained from distributions due Seller and the Servicer. Within three Business Days after the end of each Remittance Period, the Seller shall furnish a summary of such remittances to the Note B Holder under Section 9(b)) Buyer, the Servicer and the Program Administrator for such Remittance Period. The Seller shall indemnify and hold the Servicer, the Buyer and the Program Administrator harmless against any and all losses and damages which the Buyer, the Servicer or the Program Administrator may sustain as a servicing fee in the amount result of 0.01% multiplied any breach by the Note B Principal Balance divided by twelve (the “Note B Servicing Fee”). Such servicing fee shall be paid on the same basis and for the same period of time that interest is paid on the Mortgage Loan. (d) The Note B Holder shall have the right upon reasonable notice to the Initial Note A Holder, at any reasonable time during normal business hours and at the Note B Holder’s expense, to have access to and to examine the Initial Note A Holder’s books and records relating to Note A and Note B, the Mortgage Loan Documents and the Mortgaged Property. (e) The Initial Note A Holder, for so long as any related escrow account is held at Bank of America, National Association (or at one Seller of its Affiliates or subsidiaries), shall provide to the Note B Holder a report of account balances in all such escrow account. The Initial Note A Holder shall use reasonable efforts to cause such weekly reconciliation and report to be in the form then currently used by Bank of America, National Association. If any such escrow account is not held at Bank of America, National Association (or at one of its Affiliates or subsidiaries), then the Initial Note A Holder shall, at no cost to the Initial Note A Holder, make reasonable efforts to direct the bank holding such escrow account to make available to each Holder, whether via website access or in an Excel spreadsheet delivered via email, a report of account balances in such escrow account. The Initial Note A Holder acknowledges and agrees that it shall direct the disbursement of funds from the related escrow accounts pursuant to this Agreement and the Mortgage Loan Documents and shall promptly provide copies of all correspondence sent by the Initial Note A Holder, including, without limitation, all disbursement instructions and statements received. The Initial Note A Holder shall notify the Borrower and the Note B Holder of any known deficiencies in the required escrow accounts three (3) Business Days prior to each Payment Date. (f) The Note B Holder acknowledges that the Initial Note A Holder has the right to appoint any Qualified Servicer to perform the actual servicing of the Mortgage Loan without obtaining the consent of the Note B Holder. Such Qualified Servicer shall assume the servicing and administration obligations of the Initial Note A Holder hereunder until the date immediately prior to the Note A Sale Date and shall be entitled to the Note B Servicing Fee, from the date such successor assumes such obligations for so long as such Qualified Servicer administers and services the Mortgage Loan hereunder; provided, that (a) such Qualified Servicer shall be engaged to take only such actions and obligations of Initial Note A Holder as directly relate to the servicing and administration of the Mortgage Loan and shall not be entitled to any of the other rights of the Initial Note A Holder hereunder, (b) such Qualified Servicer executes and delivers an agreement relating to such interim servicing obligations in form and substance reasonably satisfactory to the Initial Note A Holder containing customary representations and warranties, an agreement to service the Mortgage Loan in accordance with this Agreement, and provisions providing for the termination without fee or cause in connection with the closing of the Note A Salehereunder. (g) The Note B Holder may separately appoint a servicer for Note B, but any such servicer shall have no servicing rights or responsibilities with respect to the Mortgage Loan or under this Agreement, and such servicer shall be compensated solely by the Note B Holder from funds payable to the Note B Holder hereunder or otherwise.

Interim Servicing. (a) The Seller and the Purchaser mutually acknowledge that it is impracticable for the Purchaser immediately to perform the Servicing Requirements as of the Cut-off Date and that a period of time from the Cut-off Date to the Transfer Date with respect to each Mortgage Loan (as to any Servicing Rights and Servicing Requirements, the "Interim Period") may be required for the Purchaser directly to assume and perform the physical tasks of such servicing. During the Interim Period, the Seller agrees to interim service all Mortgage Loans as provided in this Section and in accordance with the provisions of the related MBS Servicing Agreements as the interim servicer for the benefit of the Purchaser. Notwithstanding anything herein in this Agreement to the contrary, each Holder agrees the Seller shall make all remittances and acknowledges comply with all reporting requirements set forth in the related MBS Servicing Agreements during the Interim Period; provided, however, that commencing with the terms first remittance to be made to the related Trustee on or after the Cut-off Date, the Purchaser shall fund all Advances and payments of Prepayment Interest Shortfall Amounts (as defined in the related MBS Servicing Agreement) required to be made as set forth in and subject to the provisions of this Section 9 6.01 and the related financing facility for such Advances between the Purchaser and the Seller (subject to the limitation that the Purchaser shall apply only not fund Advances in March, 2001 in an amount exceeding $12,000,000). During the period from the Closing Date to the Transfer Date, the Seller shall interim service the Mortgage Loans for the benefit of the Purchaser on behalf of and as agent and fiduciary of the Purchaser. The Seller shall maintain a complete set of books and records for the Servicing Rights which shall be clearly marked to reflect the ownership of such Servicing Rights by Purchaser as of the Closing Date and the entitlement of the Purchaser to the Servicing Fees and Ancillary Income as provided herein following the Cut-off Date. The Purchaser agrees to pay to the Seller an interim servicing fee equal to $15 per loan per Due Period (as defined in the MBS Servicing Agreements) during the Interim Period (in each case, pro-rated for any partial Due Period). The Seller and the Purchaser mutually agree that no later than five (5) Business Days after the end of each calendar month during the Interim Period the Seller shall deliver to the Purchaser all Servicing Fees and Ancillary Income received during the prior Due Period as the Seller would have been entitled to prior to the occurrence Cut-off Date; provided that, the Seller shall be entitled to retain any investment earnings on any Collection Account, distribution account or REO account which accrues prior to the Cut-off Date whether paid prior to or after the Cut-off Date. In lieu of both the Seller and the Purchaser making a payment pursuant to this Section 6.01, the amounts required to be paid hereunder may be netted against one another, with only the net amount being made by the Seller or the Purchaser, as the case may be; provided that, the Purchaser shall not net from any Advances required to be made pursuant to this Section 6.01, the amount of any Servicing Fees due the Purchaser hereunder. The Seller and the Purchaser shall notify each Bond Insurer and Trustee thirty (30) days prior to the Transfer Date of the Note A Sale. As of the Note A Sale Transfer Date, the Servicing Agreement shall control regarding the servicing and administration of the Mortgage Loan. (b) The Initial Note A Holder shall perform and discharge During the following duties to the extent consistent with the Servicing Standard in servicing and administering of the Mortgage Loan prior to the Note A Sale Date: (i) The Initial Note A Holder shall use reasonable efforts, including requesting a certification from the Borrower at least annually, to determine whether the Borrower is complying with the requirements of the Mortgage Loan Documents within the time frames set forth therein. The Initial Note A Holder shall report to the Note B Holder any non-compliance as promptly as reasonably practicable. (ii) In connection with any proposed extension of the Maturity Date pursuant to the terms and conditions of the NotesInterim Period, the Initial Note A Holder shall use reasonable efforts to determine whether the Borrower satisfies all the requisite conditions precedent to any such extension and shall promptly report to the Note B Holder in writing whether such conditions have been satisfied and include all supporting calculations and assumptions. (iii) The Initial Note A Holder shall use reasonable efforts to review the operating statements, financial statements and budgets delivered by the Borrower pursuant to the Mortgage Loan Documents as promptly as reasonably practicable and will promptly advise the Note B Holder in writing of any material adverse change from prior statements or budgets or any apparent violation of the provisions of the Mortgage Loan Documents shown by the information set forth on the statements and budgets. Promptly after its receipt of the operating statements, financial statements or budgets delivered by the Borrower pursuant to the Mortgage Loan Documents, the Initial Note A Holder shall deliver copies of the same to the Note B Holder. (iv) All payments due to the Note B Holder under Section 3 or 4 shall be made on or before the fifth Business Day after each Payment Date. The Initial Note A Holder shall deliver to the Note B Holder a statement on or before each remittance date under this Agreement reflecting the Initial Note A Holder’s calculation of the payment due to the Note B Holder under the terms of this Agreement. (v) The Initial Note A Holder shall keep and maintain accounting records, upon which shall be recorded all amounts payable to each Holder pursuant to the terms of this Agreement. Such accounting records shall at all times reflect the current and correct outstanding principal balance of Note A and Note B, and may be prepared manually or electronically, or by any combination of such methods; provided, that the method of accounting utilized by the Initial Note A Holder shall record historical data, current principal, and other required statistical information in such manner as may be exhibited to the Note B Holder in visible form. In addition, the Initial Note A Holder shall keep, and furnish copies thereof to the Note B Holder upon request, records setting forth the calculation of the amount of interest (and, if applicable, principal) payable to each Holder during each interest period. (vi) The Initial Note A Holder shall keep and maintain records with respect to any UCC financing statements filed in connection with the Mortgage Loan. (c) In consideration of the Initial Note A Holder’s servicing the Mortgage Loan and Note B, the Note B Holder shall pay monthly on each Payment Date to the Initial Note A Holder (which may also be retained from distributions due to the Note B Holder under Section 9(b)) a servicing fee in the amount of 0.01% multiplied by the Note B Principal Balance divided by twelve (the “Note B Servicing Fee”). Such servicing fee shall be paid on the same basis and for the same period of time that interest is paid on the Mortgage Loan. (d) The Note B Holder shall have the right upon reasonable notice to the Initial Note A Holder, at any reasonable time during normal business hours and at the Note B Holder’s expense, to have access to and to examine the Initial Note A Holder’s books and records relating to Note A and Note B, the Mortgage Loan Documents and the Mortgaged Property. (e) The Initial Note A Holder, for so long as any related escrow account is held at Bank of America, National Association (or at one of its Affiliates or subsidiaries), shall provide to the Note B Holder a report of account balances in all such escrow account. The Initial Note A Holder shall use reasonable efforts to cause such weekly reconciliation and report to be in the form then currently used by Bank of America, National Association. If any such escrow account is not held at Bank of America, National Association (or at one of its Affiliates or subsidiaries), then the Initial Note A Holder shall, at no cost to the Initial Note A Holder, make reasonable efforts to direct the bank holding such escrow account to make available to each Holder, whether via website access or in an Excel spreadsheet delivered via email, a report of account balances in such escrow account. The Initial Note A Holder acknowledges and agrees that it shall direct the disbursement of funds from the related escrow accounts pursuant to this Agreement and the Mortgage Loan Documents and shall promptly provide copies of all correspondence sent by the Initial Note A Holder, including, without limitation, all disbursement instructions and statements received. The Initial Note A Holder Seller shall notify the Borrower and the Note B Holder of any known deficiencies in the required escrow accounts Purchaser at least three (3) Business Days prior to each Payment the date on which monthly remittances are to be made to the related Trustee of the net amount of Advances required to be remitted under the related MBS Servicing Agreements and any amounts required to be paid in respect of Prepayment Interest Shortfall Amounts (the "Net Advance Amount"), with reasonable and appropriate back-up information or data to support the determination of such Net Advance Amount, together with information reflecting amounts to be reimbursed to the Purchaser for prior Advances and other amounts that may be applied to the Net Advance Amount with respect to any Remittance Date pursuant to the MBS Servicing Agreements. On or prior to the related Remittance Date, the Purchaser shall remit directly to the related Trustees the related Net Advance Amount; provided that, the Prepayment Interest Shortfall Amounts that are paid by the Purchaser shall not exceed in any month the amount of the Servicing Fees received by the Purchaser in such month. The Seller shall permit the Purchaser to review the Seller's servicing records to confirm the calculations of the Net Advance Amounts described in this Section 6.01(b). (fc) The Note B Holder acknowledges Seller shall irrevocably direct the related Trustees in writing, and cause such Trustees to remit directly to the Purchaser and not the Seller amounts received by such Trustees that represent amounts that are available to reimburse Advances that were funded by the Initial Note A Holder has Purchaser. To the right to appoint any Qualified Servicer to perform the actual servicing extent that reimbursement amounts as of the Mortgage Loan without obtaining the consent end of the Note B Holder. Such Qualified Servicer shall assume preceding calendar month relating to Advances funded by the servicing Purchaser are received by the Seller and administration obligations of are not required to be remitted to the Initial Note A Holder hereunder until related Trustee pursuant to the date immediately MBS Servicing Agreements, the Seller shall, on or prior to the Note A Sale Date fifteenth (15th) Business Day of each calendar month, reimburse the Purchaser for such amounts, together with reasonable and shall be entitled appropriate back-up information or data to support the determination of such reimbursement amount. (d) Notwithstanding any provision of this Agreement to the Note B Servicing Feecontrary, from except as provided in Section 6.01 of this Agreement, the date such successor assumes such obligations for so long as such Qualified Servicer administers and services the Mortgage Loan hereunder; provided, that (a) such Qualified Servicer shall be engaged to take only such actions and obligations of Initial Note A Holder as directly relate to the servicing and administration of the Mortgage Loan and Purchaser shall not be entitled required to make or fund any Advances or make any payments in respect of Prepayment Interest Shortfall Amounts pursuant to this Agreement or any MBS Servicing Agreement unless and until the conditions set forth in Section 4.01 have been satisfied. (e) It is the express intent of the other parties hereto that the Seller shall have no rights whatsoever in respect of any and all reimbursements in respect of Advances made by the Purchaser pursuant to this Agreement or any MBS Servicing Agreement. However, in the event that, notwithstanding the intent of the Initial Note A Holder hereunderparties hereto, (b) such Qualified Servicer executes and delivers an agreement relating any rights to such servicing obligations reimbursement in form and substance reasonably satisfactory respect of Advances made by the Purchaser hereunder are determined to belong, in whole or in part, to the Initial Note A Holder containing customary representations Seller, then the Seller hereby unconditionally assigns, transfers and warrantiesotherwise conveys to the Purchaser all of its right, an agreement title, and interest, in, to service and under such rights to reimbursement in respect to Advances made by the Mortgage Loan in accordance Purchaser, whether now existing or hereafter created or arising from time to time with respect thereto until the termination of this Agreement and each MBS Servicing Agreement, and provisions providing for the termination without fee all monies due and or cause in connection with the closing of the Note A Sale. (g) The Note B Holder may separately appoint a servicer for Note B, but any such servicer shall have no servicing rights or responsibilities to become due and all amounts received with respect to thereto and all proceeds (including, without limitation, "proceeds" as defined in the Mortgage Loan or under this Agreement, and such servicer shall be compensated solely by the Note B Holder from funds payable to the Note B Holder hereunder or otherwiseUniform Commercial Code) thereof.

Interim Servicing. (a) Notwithstanding anything herein to During the contrary, each Holder agrees period commencing on the Purchase Date and acknowledges that ending at the terms close of this Section 9 shall apply only business on the day prior to the occurrence Transfer Date (the “Interim Servicing Period”), the Seller shall, or with the Purchaser’s consent, cause a sub-servicer to, service the Mortgage Loans for and on behalf of the Note A SalePurchaser in accordance with all Applicable Servicing Requirements. As of the Note A Sale On each Remittance Date, Seller (or its servicer) shall deliver to the Purchaser, or its designee, an excel file containing the data fields listed in Exhibit “C” hereto, or such other information as mutually agreed upon. During the Interim Servicing Agreement Period, Purchaser shall control regarding pay Seller a servicing fee for the interim servicing and administration of the Mortgage Loan. (b) The Initial Note A Holder Loans on Purchaser’s behalf in accordance with the fee schedule attached as Exhibit “D” hereto. In no event shall perform and discharge Seller have any liability to Purchaser or any other Person for any failure by Seller to service the following duties Mortgage Loans in accordance with Applicable Servicing Requirements to the extent consistent with the Servicing Standard in servicing and administering that such failure results from or arises out of the Mortgage Loan prior to the Note A Sale Date: (i) The Initial Note A Holder shall use reasonable efforts, including requesting a certification from the Borrower at least annually, to determine whether the Borrower is complying with the requirements delivery of the Mortgage Loan Documents within the time frames set forth therein. The Initial Note A Holder shall report to Purchaser prior to the Note B Holder any non-compliance as promptly as reasonably practicable. (ii) In connection Transfer Date in accordance with any proposed extension this Agreement. Any payments received by Seller after the Purchase Date shall be held by the Seller for the benefit of the Maturity Date pursuant Purchaser and shall be endorsed/remitted over to the terms and conditions of Purchaser on each Remittance Date. To the Notesextent not already done so, the Initial Note A Holder Seller shall use reasonable efforts to determine whether the Borrower satisfies deliver any payments received and all the requisite conditions precedent to any such extension and shall promptly report files relating to the Note B Holder in writing whether such conditions have been satisfied and include all supporting calculations and assumptions. (iii) The Initial Note A Holder shall use reasonable efforts to review the operating statements, financial statements and budgets delivered by the Borrower pursuant to the Mortgage Loan Documents as promptly as reasonably practicable and will promptly advise the Note B Holder in writing of any material adverse change from prior statements or budgets or any apparent violation of the provisions servicing of the Mortgage Loan Documents shown by the information set forth on the statements and budgets. Promptly after its receipt of the operating statementsLoans, financial statements or budgets delivered by the Borrower pursuant to the Mortgage Loan Documents, the Initial Note A Holder shall deliver copies of the same to the Note B Holder. (iv) All payments due to the Note B Holder under Section 3 or 4 shall be made on or before the fifth Business Day after each Payment Date. The Initial Note A Holder shall deliver to the Note B Holder a statement on or before each remittance date under this Agreement reflecting the Initial Note A Holder’s calculation of the payment due to the Note B Holder under the terms of this Agreement. (v) The Initial Note A Holder shall keep and maintain accounting records, upon which shall be recorded all amounts payable to each Holder pursuant to the terms of this Agreement. Such accounting records shall at all times reflect the current and correct outstanding principal balance of Note A and Note B, and may be prepared manually or electronically, or by any combination of such methods; provided, that the method of accounting utilized by the Initial Note A Holder shall record historical data, current principal, and other required statistical information in such manner as may be exhibited to the Note B Holder in visible form. In addition, the Initial Note A Holder shall keep, and furnish copies thereof to the Note B Holder upon request, records setting forth the calculation of the amount of interest (and, if applicable, principal) payable to each Holder during each interest period. (vi) The Initial Note A Holder shall keep and maintain records with respect to any UCC financing statements filed in connection with the Mortgage Loan. (c) In consideration of the Initial Note A Holder’s servicing the Mortgage Loan and Note B, the Note B Holder shall pay monthly on each Payment Date to the Initial Note A Holder (which may also be retained from distributions due to the Note B Holder under Section 9(b)) a servicing fee in the amount of 0.01% multiplied by the Note B Principal Balance divided by twelve (the “Note B Servicing Fee”). Such servicing fee shall be paid on the same basis and for the same period of time that interest is paid on the Mortgage Loan. (d) The Note B Holder shall have the right upon reasonable notice to the Initial Note A Holder, at any reasonable time during normal business hours and at the Note B Holder’s expense, to have access to and to examine the Initial Note A Holder’s books and records relating to Note A and Note B, the Mortgage Loan Documents and the Mortgaged Property. (e) The Initial Note A Holder, for so long as any related escrow account is held at Bank of America, National Association (or at one of its Affiliates or subsidiaries), shall provide to the Note B Holder a report of account balances in all such escrow account. The Initial Note A Holder shall use reasonable efforts to cause such weekly reconciliation and report to be in the form then currently used by Bank of America, National Association. If any such escrow account is not held at Bank of America, National Association (or at one of its Affiliates or subsidiaries), then the Initial Note A Holder shall, at no cost to the Initial Note A Holder, make reasonable efforts to direct the bank holding such escrow account to make available to each Holder, whether via website access or in an Excel spreadsheet delivered via email, a report of account balances in such escrow account. The Initial Note A Holder acknowledges and agrees that it shall direct the disbursement of funds from the related escrow accounts pursuant to this Agreement and the Mortgage Loan Documents and shall promptly provide copies of all correspondence sent by the Initial Note A Holder, including, including without limitation, all disbursement instructions documents, reports, pay histories as of the Transfer Date and statements received. The Initial Note A Holder shall notify all ledgers necessary to service the Borrower and the Note B Holder of any known deficiencies in the required escrow accounts Mortgage Loans, not later than three (3) Business Days prior to each Payment after the Transfer Date. (f) The Note B Holder acknowledges that the Initial Note A Holder has the right to appoint any Qualified Servicer to perform the actual servicing of the Mortgage Loan without obtaining the consent of the Note B Holder. Such Qualified Servicer shall assume the servicing and administration obligations of the Initial Note A Holder hereunder until the date immediately prior to the Note A Sale Date and shall be entitled to the Note B Servicing Fee, from the date such successor assumes such obligations for so long as such Qualified Servicer administers and services the Mortgage Loan hereunder; provided, that (a) such Qualified Servicer shall be engaged to take only such actions and obligations of Initial Note A Holder as directly relate to the servicing and administration of the Mortgage Loan and shall not be entitled to any of the other rights of the Initial Note A Holder hereunder, (b) such Qualified Servicer executes and delivers an agreement relating to such servicing obligations in form and substance reasonably satisfactory to the Initial Note A Holder containing customary representations and warranties, an agreement to service the Mortgage Loan in accordance with this Agreement, and provisions providing for the termination without fee or cause in connection with the closing of the Note A Sale. (g) The Note B Holder may separately appoint a servicer for Note B, but any such servicer shall have no servicing rights or responsibilities with respect to the Mortgage Loan or under this Agreement, and such servicer shall be compensated solely by the Note B Holder from funds payable to the Note B Holder hereunder or otherwise.

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

Interim Servicing. 5 On or before September 30, 2014, or upon the date which the actual transfer of servicing responsibilities for any Mortgage Loans is transferred from Assignor or its subservicer [Servicer] to Assignee (a) Notwithstanding anything herein each such date, a “Servicing Transfer Date”), Assignor or [Servicer] shall transfer the servicing with respect to the contraryMortgage Loans to Assignee or its designee in accordance with the servicing transfer guidelines of Assignor or [Servicer]. From the Closing Date to the Servicing Transfer Date, each Holder agrees Assignor shall service, or cause [Servicer] to service, the Mortgage Loans for Assignee on an “actual/actual” basis. Assignor shall have full power and acknowledges that authority, acting alone (or through [Servicer]) as an interim servicer, to do any and all things in connection with such servicing and administration which Assignor (including [Servicer]) may deem necessary or desirable, consistent with the terms of this Section 9 Agreement and Accepted Servicing Practices. Until the Servicing Transfer Date, Assignor shall apply only prior be entitled to retain from payments on the Mortgage Loans, an interim servicing fee equal to the occurrence of amount set forth in the Note A Sale. As of the Note A Sale Date, the Servicing Agreement shall control regarding the Trade Confirmation and all reasonable out-of-pocket expenses borne by Assignor (or [Servicer]) in connection with its servicing and administration of the Mortgage Loan. (b) The Initial Note A Holder shall perform and discharge the following duties Loans up to the extent consistent with Servicing Transfer Date that constitute advances. In the Servicing Standard in servicing and administering of event that the payments on the Mortgage Loan prior Loans are not sufficient for the Assignor (or [Servicer]) to the Note A Sale Date: (i) The Initial Note A Holder shall use reasonable efforts, including requesting a certification from the Borrower at least annually, to determine whether the Borrower is complying with the requirements of the Mortgage Loan Documents within the time frames set forth therein. The Initial Note A Holder shall report to the Note B Holder any non-compliance as promptly as reasonably practicable. (ii) In connection with any proposed extension of the Maturity Date pursuant to the terms and conditions of the Notes, the Initial Note A Holder shall use reasonable efforts to determine whether the Borrower satisfies all the requisite conditions precedent to any such extension and shall promptly report to the Note B Holder in writing whether such conditions have been satisfied and include all supporting calculations and assumptions. (iii) The Initial Note A Holder shall use reasonable efforts to review the operating statements, financial statements and budgets delivered by the Borrower pursuant to the Mortgage Loan Documents as promptly as reasonably practicable and will promptly advise the Note B Holder in writing of any material adverse change from prior statements or budgets or any apparent violation of the provisions of the Mortgage Loan Documents shown by the information set forth on the statements and budgets. Promptly after its receipt of the operating statements, financial statements or budgets delivered by the Borrower pursuant to the Mortgage Loan Documents, the Initial Note A Holder shall deliver copies of the same to the Note B Holder. (iv) All payments due to the Note B Holder under Section 3 or 4 shall be made on or before the fifth Business Day after each Payment Date. The Initial Note A Holder shall deliver to the Note B Holder a statement on or before each remittance date under this Agreement reflecting the Initial Note A Holder’s calculation of the payment due to the Note B Holder under the terms of this Agreement. (v) The Initial Note A Holder shall keep and maintain accounting records, upon which shall be recorded fully recover all amounts payable to each Holder the Assignor (or [Servicer]) pursuant to the terms preceding sentence, the Assignee shall pay those amounts within two (2) business days of this Agreementits receipt of an invoice from the Assignor. Such accounting records Within twenty (20) business days following the Servicing Transfer Date, Assignor shall at all times reflect (a) remit to Assignee the current and correct outstanding principal balance total of Note A and Note B, and may be prepared manually or electronically, or by any combination of such methods; provided, that funds collected following the method of accounting utilized last remittance by the Initial Note A Holder shall record historical data, current principal, Assignor and other required statistical information in such manner as may be exhibited due to the Note B Holder in visible form. In addition, the Initial Note A Holder shall keep, and furnish copies thereof to the Note B Holder upon request, records setting forth the calculation Assignee (net of the amount of interest (Assignor’s interim servicing fee and, if applicableany, principalunreimbursed advances) payable to each Holder during each interest period. (vi) The Initial Note A Holder shall keep and maintain records with respect to any UCC financing statements filed in connection with the Mortgage Loan. (c) In consideration of the Initial Note A Holder’s servicing the Mortgage Loan and Note B, the Note B Holder shall pay monthly on each Payment Date up to the Initial Note A Holder (which may also be retained from distributions due to the Note B Holder under Section 9(b)) a servicing fee in the amount of 0.01% multiplied by the Note B Principal Balance divided by twelve (the “Note B Servicing Fee”). Such servicing fee shall be paid on the same basis and for the same period of time that interest is paid on the Mortgage Loan. (d) The Note B Holder shall have the right upon reasonable notice to the Initial Note A HolderTransfer Date, at less any reasonable time during normal business hours and at the Note B Holder’s expense, to have access to and to examine the Initial Note A Holder’s books and records relating to Note A and Note B, the Mortgage Loan Documents and the Mortgaged Property. (e) The Initial Note A Holder, for so long as any related escrow account is held at Bank of America, National Association amounts Assignor (or at one of its Affiliates or subsidiaries), shall provide [Servicer]) is authorized to the Note B Holder a report of account balances in all such escrow account. The Initial Note A Holder shall use reasonable efforts to cause such weekly reconciliation and report to be in the form then currently used by Bank of America, National Association. If any such escrow account is not held at Bank of America, National Association (or at one of its Affiliates or subsidiaries), then the Initial Note A Holder shall, at no cost to the Initial Note A Holder, make reasonable efforts to direct the bank holding such escrow account to make available to each Holder, whether via website access or in an Excel spreadsheet delivered via email, a report of account balances in such escrow account. The Initial Note A Holder acknowledges and agrees that it shall direct the disbursement of funds from the related escrow accounts retain pursuant to this Agreement and Accepted Servicing Practices, and (b) provide to Assignee (or its assignee) a reconciliation report related thereto. In the Mortgage Loan Documents and shall promptly provide copies event that [Servicer] has not remitted the total of all correspondence sent by the Initial Note A Holder, including, without limitation, all disbursement instructions and statements received. The Initial Note A Holder shall notify the Borrower and the Note B Holder of any known deficiencies funds collected due Assignee as described in the required escrow accounts three (3) Business Days prior to each Payment Date. (f) The Note B Holder acknowledges that the Initial Note A Holder has the right to appoint any Qualified Servicer to perform the actual servicing of the Mortgage Loan without obtaining the consent of the Note B Holder. Such Qualified Servicer shall assume the servicing and administration obligations of the Initial Note A Holder hereunder until the date immediately prior to the Note A Sale Date and shall be entitled to the Note B Servicing Fee, from the date such successor assumes such obligations for so long as such Qualified Servicer administers and services the Mortgage Loan hereunder; provided, that clause (a) above on the Servicing Transfer Date, Assignor shall remit such Qualified Servicer funds and the reconciliation related thereto to Assignee within seven (7) business days of Assignor’s receipt of such funds from [Servicer]. Each remittance made by the Assignor to the Assignee shall be engaged to take only such actions and obligations made by wire transfer of Initial Note A Holder as directly relate immediately available funds to the servicing and administration of the Mortgage Loan and shall not be entitled to any of the other rights of the Initial Note A Holder hereunderaccount designated by Assignee. 5 In Agreements entered into with a servicer, (b) such Qualified Servicer executes and delivers an agreement relating to such servicing obligations in form and substance reasonably satisfactory to the Initial Note A Holder containing customary representations and warranties, an agreement to service the Mortgage Loan in accordance with this Agreement, and provisions providing for the termination without fee or cause in connection with the closing of the Note A Salesection has been removed. (g) The Note B Holder may separately appoint a servicer for Note B, but any such servicer shall have no servicing rights or responsibilities with respect to the Mortgage Loan or under this Agreement, and such servicer shall be compensated solely by the Note B Holder from funds payable to the Note B Holder hereunder or otherwise.

Interim Servicing. [On or before [INSERT DATE], or upon the date which the actual transfer of servicing responsibilities for any Mortgage Loans is transferred from Assignor to Assignee (a) Notwithstanding anything herein each such date, a “Servicing Transfer Date”), Assignor shall transfer the servicing with respect to the contraryMortgage Loans to Assignee or its designee in accordance with the servicing transfer guidelines of Assignor. From the Closing Date to the Servicing Transfer Date, each Holder agrees Assignor shall service, or cause to be serviced, the Mortgage Loans for Assignee on an “actual/actual” basis. Assignor shall have full power and acknowledges that authority, acting alone or through the Company as an interim servicer, to do any and all things in connection with such servicing and administration which Assignor may deem necessary or desirable, consistent with the terms of this Section 9 shall apply only prior Agreement and (A) to the occurrence extent the Assignor is directly interim servicing the Mortgage Loans, those mortgage servicing practices which are in accordance with (i) customary and usual standards of practice of mortgage servicers, (ii) all applicable federal, state or local laws and (iii) the Note A Sale. As of the Note A Sale Date, the Servicing Agreement shall control regarding the servicing and administration terms of the Mortgage Loan. Note, the Mortgage and any other Mortgage Loan Documents or (bB) The Initial Note A Holder shall perform and discharge the following duties to the extent consistent the Company is interim servicing the Mortgage Loans, those mortgage servicing practices which are in accordance with the terms of the Master Agreement. Until the Servicing Standard Transfer Date, Assignor shall be entitled to retain from payments on the Mortgage Loans, an interim servicing fee equal to the amount set forth in the Commitment Letter and all reasonable out-of-pocket expenses borne by Assignor (or the Company) in connection with its servicing and administering of the Mortgage Loan prior Loans up to the Note A Sale Date: (i) The Initial Note A Holder shall use reasonable efforts, including requesting a certification from Servicing Transfer Date that constitute servicing advances or corporate advances. In the Borrower at least annually, to determine whether event that the Borrower is complying with the requirements of payments on the Mortgage Loan Documents within Loans are not sufficient for the time frames set forth therein. The Initial Note A Holder shall report Assignor (or the Company) to the Note B Holder any non-compliance as promptly as reasonably practicable. (ii) In connection with any proposed extension of the Maturity Date pursuant to the terms and conditions of the Notes, the Initial Note A Holder shall use reasonable efforts to determine whether the Borrower satisfies all the requisite conditions precedent to any such extension and shall promptly report to the Note B Holder in writing whether such conditions have been satisfied and include all supporting calculations and assumptions. (iii) The Initial Note A Holder shall use reasonable efforts to review the operating statements, financial statements and budgets delivered by the Borrower pursuant to the Mortgage Loan Documents as promptly as reasonably practicable and will promptly advise the Note B Holder in writing of any material adverse change from prior statements or budgets or any apparent violation of the provisions of the Mortgage Loan Documents shown by the information set forth on the statements and budgets. Promptly after its receipt of the operating statements, financial statements or budgets delivered by the Borrower pursuant to the Mortgage Loan Documents, the Initial Note A Holder shall deliver copies of the same to the Note B Holder. (iv) All payments due to the Note B Holder under Section 3 or 4 shall be made on or before the fifth Business Day after each Payment Date. The Initial Note A Holder shall deliver to the Note B Holder a statement on or before each remittance date under this Agreement reflecting the Initial Note A Holder’s calculation of the payment due to the Note B Holder under the terms of this Agreement. (v) The Initial Note A Holder shall keep and maintain accounting records, upon which shall be recorded fully recover all amounts payable to each Holder the Assignor (or the Company) pursuant to the terms preceding sentence, the Assignee shall pay those amounts within two (2) business days of this Agreementits receipt of an invoice from the Assignor or the Company, as applicable. Such accounting records Within twenty (20) business days following the Servicing Transfer Date, Assignor shall at all times reflect (i) remit to Assignee the current and correct outstanding principal balance total of Note A and Note B, and may be prepared manually or electronically, or by any combination of such methods; provided, that the method of accounting utilized funds collected by the Initial Note A Holder shall record historical data, current principal, Assignor and other required statistical information in such manner as may be exhibited due to the Note B Holder in visible form. In addition, the Initial Note A Holder shall keep, and furnish copies thereof to the Note B Holder upon request, records setting forth the calculation Assignee (net of the amount of interest (Assignor’s or Company’s interim servicing fee and, if applicableany, principalunreimbursed servicing advances or corporate advances) payable to each Holder during each interest period. (vi) The Initial Note A Holder shall keep and maintain records with respect to any UCC financing statements filed in connection with the Mortgage Loan. (c) In consideration of the Initial Note A Holder’s servicing the Mortgage Loan and Note B, the Note B Holder shall pay monthly on each Payment Date up to the Initial Note A Holder (which may also be retained from distributions due to the Note B Holder under Section 9(b)) a servicing fee in the amount of 0.01% multiplied by the Note B Principal Balance divided by twelve (the “Note B Servicing Fee”). Such servicing fee shall be paid on the same basis and for the same period of time that interest is paid on the Mortgage Loan. (d) The Note B Holder shall have the right upon reasonable notice to the Initial Note A HolderTransfer Date, at less any reasonable time during normal business hours and at the Note B Holder’s expense, to have access to and to examine the Initial Note A Holder’s books and records relating to Note A and Note B, the Mortgage Loan Documents and the Mortgaged Property. (e) The Initial Note A Holder, for so long as any related escrow account is held at Bank of America, National Association amounts Assignor (or at one of its Affiliates or subsidiaries), shall provide the Company) is authorized to the Note B Holder a report of account balances in all such escrow account. The Initial Note A Holder shall use reasonable efforts to cause such weekly reconciliation and report to be in the form then currently used by Bank of America, National Association. If any such escrow account is not held at Bank of America, National Association (or at one of its Affiliates or subsidiaries), then the Initial Note A Holder shall, at no cost to the Initial Note A Holder, make reasonable efforts to direct the bank holding such escrow account to make available to each Holder, whether via website access or in an Excel spreadsheet delivered via email, a report of account balances in such escrow account. The Initial Note A Holder acknowledges and agrees that it shall direct the disbursement of funds from the related escrow accounts retain pursuant to this Agreement and the Mortgage Loan Documents accepted servicing practices, and shall promptly (ii) provide copies of all correspondence sent to Assignee (or its assignee) a reconciliation report related thereto. Each remittance made by the Initial Note A Holder, including, without limitation, all disbursement instructions and statements received. The Initial Note A Holder shall notify the Borrower and the Note B Holder of any known deficiencies in the required escrow accounts three (3) Business Days prior to each Payment Date. (f) The Note B Holder acknowledges that the Initial Note A Holder has the right to appoint any Qualified Servicer to perform the actual servicing of the Mortgage Loan without obtaining the consent of the Note B Holder. Such Qualified Servicer shall assume the servicing and administration obligations of the Initial Note A Holder hereunder until the date immediately prior Assignor to the Note A Sale Date and Assignee shall be entitled made by wire transfer of immediately available funds to the Note B Servicing Fee, from the date such successor assumes such obligations for so long as such Qualified Servicer administers and services the Mortgage Loan hereunder; provided, that (a) such Qualified Servicer shall be engaged to take only such actions and obligations of Initial Note A Holder as directly relate to the servicing and administration of the Mortgage Loan and shall not be entitled to any of the other rights of the Initial Note A Holder hereunder, (b) such Qualified Servicer executes and delivers an agreement relating to such servicing obligations in form and substance reasonably satisfactory to the Initial Note A Holder containing customary representations and warranties, an agreement to service the Mortgage Loan in accordance with this Agreement, and provisions providing for the termination without fee or cause in connection with the closing of the Note A Saleaccount designated by Assignee. (g) The Note B Holder may separately appoint a servicer for Note B, but any such servicer shall have no servicing rights or responsibilities with respect to the Mortgage Loan or under this Agreement, and such servicer shall be compensated solely by the Note B Holder from funds payable to the Note B Holder hereunder or otherwise.]