Common use of PURCHASE AND SALE OF SERVICING Clause in Contracts

PURCHASE AND SALE OF SERVICING. ADVANCE RECEIVABLES 10 3.1 Assignment and Conveyance of Servicing Advance Receivables 10 3.2 Servicing Advance Receivables Purchase Price 11 3.3 Servicing Advances 11 3.4 Reimbursement of Servicing Advances 12 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF SELLER 12 4.1 General Representations 12 4.2 Title to Transferred Assets 12 4.3 Right to receive Servicing Fees 12 4.4 Servicing Agreements and Underlying Documents 12 4.5 Mortgage Pool Information, Related Matters 12 4.6 Enforceability of Servicing Agreements 13 4.7 Compliance With Servicing Agreements 13 4.8 No Recourse 14 4.9 The Mortgage Loans 14 4.10 Servicing Advance Receivables 16 4.11 Servicing Agreement Consents and Other Third Party Approvals 16 4.12 Servicing Advance Financing Agreements 17 4.13 Anti-Money Laundering Laws 17 4.14 Servicer Ratings 17 4.15 Eligible Servicer 17 4.16 HAMP 17 ARTICLE 5 CONDITIONS PRECEDENT 17 5.1 Conditions to the Purchase of the Rights to MSRs and the Advance SPEs 17 ARTICLE 6 SERVICING MATTERS 18 6.1 Seller as Servicer 18 6.2 Servicing 18 6.3 Collections from Obligors and Remittances 18 6.4 Servicing Practices 19 6.5 Servicing Reports 19 6.6 Escrow Accounts 19 6.7 Notices and Financial Information 19 6.8 Defaults under Deferred Servicing Agreements 19 6.9 Continuity of Business 20 6.10 Optional Termination or Clean Up Calls 20 6.11 Amendments to Deferred Servicing Agreements; Transfer of Servicing Rights 20 6.12 Assumption of Servicing Duties; Transfer of Rights to MSRs and Servicing Rights 20 6.13 Termination Event 21 6.14 Servicing Transfer 21 6.15 Incorporation of Provisions from Subservicing Agreement 21 ARTICLE 7 SELLER SERVICING FEES; COSTS AND EXPENSES 21 7.1 Seller Monthly Servicing Fee 21 7.2 Performance Fee 21 7.3 Costs and Expenses 22 7.4 Ancillary Income 22 7.5 Calculation and Payment 22 7.6 No Offset 23 7.7 Servicing Fee Reset Date 23 ARTICLE 8 INDEMNIFICATION 23 8.1 Seller Indemnification of Purchasers 23 8.2 Purchasers Indemnification of Seller 23 8.3 Indemnification Procedures 24 8.4 Tax Treatment 25 8.5 Survival 25 8.6 Additional Indemnification 25 8.7 Specific Performance 25 ARTICLE 9 GRANT OF SECURITY INTEREST 26 9.1 Granting Clause 26 ARTICLE 10 MISCELLANEOUS PROVISIONS 27 10.1 Further Assurances 27 10.2 Compliance with Applicable Laws; Licenses 27

PURCHASE AND SALE OF SERVICING. ADVANCE RECEIVABLES 10 3.1 Assignment and Conveyance of Servicing Advance Receivables 10 3.2 Servicing Advance Receivables Purchase Price 11 3.3 Servicing Advances 11 3.4 Reimbursement of Servicing Advances 12 11 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF SELLER 12 4.1 General Representations 12 4.2 Title to Transferred Assets 12 4.3 Right to receive Servicing Fees 12 4.4 Servicing Agreements and Underlying Documents 12 4.5 Mortgage Pool Information, Related Matters 12 4.6 Enforceability of Servicing Agreements 13 12 4.7 Compliance With Servicing Agreements 13 4.8 No Recourse 14 4.9 The Mortgage Loans 14 4.10 Servicing Advance Receivables 16 4.11 Servicing Agreement Consents and Other Third Party Approvals 16 4.12 Servicing Advance Financing Agreements 17 16 4.13 Anti-Money Laundering Laws 17 4.14 Servicer Ratings 17 4.15 Eligible Servicer 17 4.16 HAMP 17 ARTICLE 5 CONDITIONS PRECEDENT 17 5.1 Conditions to the Purchase of the Rights to MSRs and the Advance SPEs 17 ARTICLE 6 SERVICING MATTERS 18 6.1 Seller as Servicer 18 6.2 Servicing 18 6.3 Collections from Obligors and Remittances 18 6.4 Servicing Practices 19 6.5 Servicing Reports 19 6.6 Escrow Accounts 19 6.7 Notices and Financial Information 19 6.8 Defaults under Deferred Servicing Agreements 19 6.9 Continuity of Business 20 6.10 Optional Termination or Clean Up Calls 20 6.11 Amendments to Deferred Servicing Agreements; Transfer of Servicing Rights 20 6.12 Assumption of Servicing Duties; Transfer of Rights to MSRs and Servicing Rights 20 6.13 Termination Event 21 6.14 Servicing Transfer 21 6.15 Incorporation of Provisions from Subservicing Agreement 21 ARTICLE 7 SELLER SERVICING FEES; COSTS AND EXPENSES 21 7.1 Seller Monthly Servicing Fee 21 7.2 Performance Fee 21 7.3 Costs and Expenses 22 7.4 Ancillary Income 22 7.5 Calculation and Payment 22 7.6 No Offset 23 22 7.7 Servicing Fee Reset Date 23 ARTICLE 8 INDEMNIFICATION 23 8.1 Seller Indemnification of Purchasers Purchaser 23 8.2 Purchasers Purchaser Indemnification of Seller 23 8.3 Indemnification Procedures 24 8.4 Tax Treatment 25 8.5 Survival 25 8.6 Additional Indemnification 25 8.7 Specific Performance 25 ARTICLE 9 GRANT OF SECURITY INTEREST 26 9.1 Granting Clause 26 ARTICLE 10 MISCELLANEOUS PROVISIONS 27 10.1 Further Assurances 27 10.2 Compliance with Applicable Laws; Licenses 27

PURCHASE AND SALE OF SERVICING. ADVANCE RECEIVABLES 10 11 3.1 Assignment and Conveyance of Servicing Advance Receivables 10 11 3.2 Servicing Advance Receivables Purchase Price 11 12 3.3 Servicing Advances 11 12 3.4 Reimbursement of Servicing Advances 12 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF SELLER 12 4.1 General Representations 12 4.2 Title to Transferred Assets 12 13 4.3 Right to receive Servicing Fees 12 13 4.4 Servicing Agreements and Underlying Documents 12 13 4.5 Mortgage Pool Information, Related Matters 12 13 4.6 Enforceability of Servicing Agreements 13 4.7 Compliance With Servicing Agreements 13 14 4.8 No Recourse 14 15 4.9 The Mortgage Loans 14 15 4.10 Servicing Advance Receivables 16 4.11 Servicing Agreement Consents and Other Third Party Approvals 16 17 4.12 Servicing Advance Financing Agreements 17 4.13 Anti-Money Laundering Laws 17 18 4.14 Servicer Ratings 17 18 4.15 Eligible Servicer 17 18 4.16 HAMP 17 18 ARTICLE 5 CONDITIONS PRECEDENT 17 18 5.1 Conditions to the Purchase of Certain Servicing Advance Receivables 18 5.2 Conditions to the Purchase of the Rights to MSRs and the Advance SPEs 17 18 ARTICLE 6 SERVICING MATTERS 18 19 6.1 Seller as Servicer 18 19 6.2 Servicing 18 19 6.3 Collections from Obligors and Remittances 18 19 6.4 Servicing Practices 19 20 6.5 Servicing Reports 19 20 6.6 Escrow Accounts 19 20 6.7 Notices and Financial Information 19 20 6.8 Defaults under Deferred Servicing Agreements 19 20 6.9 Continuity of Business 20 6.10 Optional Termination or Clean Up Calls 20 21 6.11 Amendments to Deferred Servicing Agreements; Transfer of Servicing Rights 20 21 6.12 Assumption of Servicing Duties; Transfer of Rights to MSRs and Servicing Rights 20 21 6.13 Termination Event 21 6.14 Servicing Transfer 21 22 6.15 Incorporation of Provisions from Subservicing Agreement 21 22 ARTICLE 7 SELLER SERVICING FEES; COSTS AND EXPENSES 21 22 7.1 Seller Monthly Servicing Fee 21 22 7.2 Performance Fee 21 22 7.3 Costs and Expenses 22 23 7.4 Ancillary Income 22 23 7.5 Calculation and Payment 22 23 7.6 No Offset 23 7.7 Servicing Fee Reset Date 23 24 ARTICLE 8 INDEMNIFICATION 23 24 8.1 Seller Indemnification of Purchasers 23 24 8.2 Purchasers Indemnification of Seller 23 24 8.3 Indemnification Procedures 24 25 8.4 Tax Treatment 25 26 8.5 Survival 25 26 8.6 Additional Indemnification 25 26 8.7 Specific Performance 25 26 ARTICLE 9 GRANT OF SECURITY INTEREST 26 27 9.1 Granting Clause 26 27 ARTICLE 10 MISCELLANEOUS PROVISIONS 27 28 10.1 Further Assurances 27 28 10.2 Compliance with Applicable Laws; Licenses 2728 10.3 Merger, Consolidation, Etc. 28 10.4 Annual Officer’s Certificate 28 10.5 Accounting Treatment 29 10.6 Incorporation 29 10.7 Third Party Beneficiaries 29 Exhibit A Form of Monthly Remittance Report Schedule I Servicing Agreements Schedule II Underlying Documents Schedule III Retained Servicing Fee Percentage Schedule IV Target Ratio Schedule Schedule V Valuation Percentage Schedule VI Amortization Percentage

PURCHASE AND SALE OF SERVICING. ADVANCE RECEIVABLES 10 3.1 Assignment and Conveyance of Servicing Advance Receivables 10 3.2 Servicing Advance Receivables Purchase Price 11 3.3 Servicing Advances 11 3.4 Reimbursement of Servicing Advances 12 11 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF SELLER 12 4.1 General Representations 12 4.2 Title to Transferred Assets 12 4.3 Right to receive Servicing Fees 12 4.4 Servicing Agreements and Underlying Documents 12 4.5 Mortgage Pool Information, Related Matters 12 4.6 Enforceability of Servicing Agreements 13 12 4.7 Compliance With Servicing Agreements 13 4.8 No Recourse 14 4.9 The Mortgage Loans 14 4.10 Servicing Advance Receivables 16 4.11 Servicing Agreement Consents and Other Third Party Approvals 16 4.12 Servicing Advance Financing Agreements 17 16 4.13 Anti-Money Laundering Laws 17 4.14 Servicer Ratings 17 4.15 Eligible Servicer 17 4.16 HAMP 17 ARTICLE 5 CONDITIONS PRECEDENT 17 5.1 Conditions to the Purchase of the Rights to MSRs and the Advance SPEs 17 ARTICLE 6 SERVICING MATTERS 18 6.1 Seller as Servicer 18 6.2 Servicing 18 6.3 Collections from Obligors and Remittances 18 6.4 Servicing Practices 19 6.5 Servicing Reports 19 6.6 Escrow Accounts 19 6.7 Notices and Financial Information 19 6.8 Defaults under Deferred Servicing Agreements 19 6.9 Continuity of Business 20 19 6.10 Optional Termination or Clean Up Calls 20 6.11 Amendments to Deferred Servicing Agreements; Transfer of Servicing Rights 20 6.12 Assumption of Servicing Duties; Transfer of Rights to MSRs and Servicing Rights 20 6.13 Termination Event 21 6.14 Servicing Transfer 21 6.15 Incorporation of Provisions from Subservicing Agreement 21 ARTICLE 7 SELLER SERVICING FEES; COSTS AND EXPENSES 21 7.1 Seller Monthly Servicing Fee 21 7.2 Performance Fee 21 7.3 Costs and Expenses 22 7.4 Ancillary Income 22 7.5 Calculation and Payment 22 7.6 No Offset 23 22 7.7 Servicing Fee Reset Date 23 ARTICLE 8 INDEMNIFICATION 23 8.1 Seller Indemnification of Purchasers Purchaser 23 8.2 Purchasers Purchaser Indemnification of Seller 23 8.3 Indemnification Procedures 24 8.4 Tax Treatment 25 8.5 Survival 25 8.6 Additional Indemnification 25 8.7 Specific Performance 25 ARTICLE 9 GRANT OF SECURITY INTEREST 26 9.1 Granting Clause 26 ARTICLE 10 MISCELLANEOUS PROVISIONS 27 10.1 Further Assurances 27 10.2 Compliance with Applicable Laws; Licenses 27