Common use of Replacement Servicer Clause in Contracts

Replacement Servicer. (a) In the event of a Servicer Termination, the Indenture Trustee hereby agrees to use commercially reasonable efforts to appoint (with the approval of the Controlling Parties of all Series of Senior Notes or, if no such Series exist, all Series of Subordinated Notes) another bank located in Jamaica, as the Indenture Trustee shall select (after consultation with the Bank as to the identity of such Person), to act as the Servicer hereunder pursuant to an assumption agreement in form and substance reasonably satisfactory to the SPC, the Indenture Trustee and each Controlling Party. Upon such assumption, all authority and power of the then Servicer under this Agreement shall pass to and be vested in such replacement Servicer; and, without limitation, each of the SPC and the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the previous Servicer, as attorney-in-fact or otherwise, all documents and other instruments related to the Purchased Diversified Payment Rights upon the failure of the previous Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights and obligations. No provision contained in this Agreement shall require the Indenture Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this Agreement. (b) The Servicer agrees to cooperate with the SPC and any replacement Servicer in effecting the termination of its responsibilities and rights hereunder, including the transfer to such replacement Servicer of all of its authority to service the Diversified Payment Rights provided for in this Agreement. Upon and after a Servicer Termination, the terminated Servicer shall promptly transfer to the replacement Servicer all records, files and documents, in whatever form whatsoever, necessary for the continued servicing of the Diversified Payment Rights in the manner and at such times as the replacement Servicer shall reasonably request. Each replacement Servicer shall maintain all such information in accordance with Applicable Laws, including any applicable banking secrecy laws. (c) At any time following its assumption of the duties of the Servicer hereunder (unless replaced as described above), a replacement Servicer shall be authorized to take any and all steps in the Bank’s, the SPC’s and the Indenture Trustee’s name as Servicer and on behalf of the Bank, the SPC and the Indenture Trustee that are necessary or reasonably desirable, in the judgment of such replacement Servicer, to collect on the Diversified Payment Rights.

Replacement Servicer. In the event that the Seller ceases to be the Servicer, the Guarantor shall forthwith arrange for the servicing of any Related Loans and their Shared Security with a new Servicer (each a “Replacement Servicer”) in a manner which ensures continuity of servicing and is authorized to do so without any further consent on the part of the beneficial owner (or owner) of Seller Retained Loans provided that the Replacement Servicer meets the following requirements and enters into a servicing agreement in favour of the Guarantor and the related Seller that meets the following requirements and provides that: (a) In such Replacement Servicer: (i) possesses the event necessary experience, qualifications, facilities and other resources to perform its responsibilities under the applicable servicing agreement; (ii) meets or exceeds the minimum standards, if any, prescribed by the Rating Agencies, and meets or exceeds the Servicer Replacement Ratings; (iii) if regulated, it is in regulatory good standing; (iv) is in material compliance with its internal policies and procedures (including risk management policies), if any, relevant to the execution, delivery and performance of a the applicable servicing agreement; (v) is in material compliance with all laws, regulations and rules applicable to the Replacement Servicer Terminationrelevant to the execution, delivery and performance of the applicable servicing agreement; and (vi) covenants to comply with, and perform its obligations under, the Indenture Trustee hereby agrees to use commercially reasonable efforts to appoint (with the approval provisions of the Controlling Parties of all Series of Senior Notes orCMHC Guide, if no such Series exist, all Series of Subordinated Notes) another bank located in Jamaica, as the Indenture Trustee shall select (after consultation with the Bank as to the identity of such Person), to act as the Servicer hereunder pursuant to an assumption agreement in form and substance reasonably satisfactory to the SPC, the Indenture Trustee and each Controlling Party. Upon such assumption, all authority and power of the then Servicer under this Agreement shall pass Transaction Documents to and be vested which it is a party, in such replacement Servicer; and, without limitation, each of the SPC and the Indenture Trustee is hereby authorized and empowered case applicable to execute and deliver, on behalf of the previous Servicer, as attorney-in-fact or otherwise, all documents and other instruments related to the Purchased Diversified Payment Rights upon the failure of the previous Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights and obligations. No provision contained in this Agreement shall require the Indenture Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this Agreement.it; (b) The each Seller Retained Loan together with each Guarantor Purchased Loan secured by the same Shared Security are serviced by the Replacement Servicer agrees to cooperate with or a subservicer under the SPC and any replacement Servicer in effecting the termination of its responsibilities and rights hereunder, including the transfer to such replacement Servicer of all of its authority to service the Diversified Payment Rights provided for in this Agreement. Upon and after a Servicer Termination, the terminated Servicer shall promptly transfer to the replacement Servicer all records, files and documents, in whatever form whatsoever, necessary for the continued same servicing of the Diversified Payment Rights in the manner and at such times as the replacement Servicer shall reasonably request. Each replacement Servicer shall maintain all such information in accordance with Applicable Laws, including any applicable banking secrecy laws.agreement or subservicing agreement; (c) At any time following its assumption the terms of the duties applicable servicing agreement are commercially reasonable having regard to the interest of each of the Secured Parties in the Related Loans and Shared Security being serviced thereunder, and on substantially the same terms as the Servicing Agreement; (d) the Seller Retained Loans are serviced in accordance with the related Seller’s Policy and otherwise in accordance with the standards of a Reasonable and Prudent Mortgage Lender and such servicing complies with any laws applicable the related Seller and the servicing of the related Seller’s assets; (e) the costs of any such Replacement Servicer hereunder are allocated on an equitable basis between the Guarantor and the related Seller having regard to the relative proportions of the respective amounts owing under Seller Retained Loans and Guarantor Purchased Loans serviced under such Servicing Agreement; (unless replaced as described above), a replacement f) the Replacement Servicer shall not be authorized permitted to take authorize, approve, accept or make any additional loan advance, including any Product Switch or Further Advance in respect thereof, or the like, or waive any requirement to pay under the Relevant Loan Documents in respect of any Seller Retained Loans without the prior written consent of the relevant beneficial owner (or owner) of such Seller Retained Loans; (g) the beneficial owner (or owner) of the related Seller Retained Loans shall be included as an additional insured under the policies of insurance, if any, carried by such Replacement Servicer in respect of third party liability, fire and all steps perils, and extended coverage claims applicable to or relating to the Seller Retained Loans and their Shared Security serviced by such Replacement Servicer; (h) subject to Section 2.2, the Replacement Servicer will hold any Collections or other amounts including insurance proceeds in respect of the Seller Retained Loans, including any Enforcement Proceeds to which the beneficial owner (or owner) of such Seller Retained Loans is entitled in accordance with Section 2.2, in trust for such beneficial owner (or owner) and shall keep such money for such beneficial owner (or owner) distinguishable and in a separate account from all other monies held by the Replacement Servicer and shall, as soon as reasonably practicable and in any event shall at the end of each Business Day, transfer such monies to such beneficial owner (or owner) or such Person as such beneficial owner (or owner) may direct; (i) the servicing agreement shall provide for record keeping, information and reporting, and data protection covenants and indemnities, in accordance with related Seller’s Policy, as applicable, and that are sufficient to allow the related Seller to meet its financial and regulatory reporting obligations and which are in any event no less favourable than those provided to the Guarantor in respect of Guarantor Purchased Loans; (j) the servicing agreement shall expressly provide that the Replacement Servicer does not have any interest in the Bank’sSeller Retained Loans and shall not sell any the Seller Retained Loans without the prior written consent of the beneficial owner (or owner) of such Seller Retained Loans; (k) the Replacement Servicer shall make it clear in any correspondence with Borrowers, upon request by the SPC’s Seller or when obligated by law to disclose such information, that the Replacement Servicer is acting in its capacity as servicer of the beneficial owner (or owner) in respect of the Seller Retained Loans and the Indenture Trustee’s name related matters as Servicer agent for and on behalf of the Bank, the SPC beneficial owner (or owner) of such Seller Retained Loans and not on its own behalf and the Indenture Trustee that are necessary Replacement Servicer shall upon the written request of such beneficial owner (or reasonably desirable, owner) carry out the servicing of the Seller Retained Loans in the judgment name of such replacement Servicerbeneficial owner (or owner); (l) the beneficial owner (or owner) of the Seller Retained Loans forming part of such Related Loans will be a third party beneficiary of the rights under the servicing agreement, except to collect the extent such beneficial owner (or owner) is a party to such servicing agreement; and (m) any amendment or waiver of such servicing agreement must comply with the CMHC Guide and require the written agreement of each of the parties to such servicing agreement and the Seller. Nothing in this Agreement is intended to limit the Guarantor from entering into a servicing agreement with the Replacement Servicer to provide for the servicing of the Guarantor Purchased Loans and their Related Security on substantially the Diversified Payment Rightssame terms as the Servicing Agreement. For greater certainty, nothing in this Section 3.3 is intended to limit the rights and interests of the parties hereto as set forth in this Agreement.

Replacement Servicer. In the event that the Servicer ceases to be the Seller, the Guarantor shall forthwith arrange for the servicing of any Related Loans and their Shared Security with a new Servicer (each a “Replacement Servicer”) in a manner which ensures continuity of servicing and is authorized to do so without any further consent on the part of the owner (or beneficial owner) of Originator Retained Loans provided that the Replacement Servicer meets the following requirements and enters into a servicing agreement in favour of the Guarantor and the Seller that meets the following requirements and provides that: (a) In such Replacement Servicer: (i) possesses the event necessary experience, qualifications, facilities and other resources to perform its responsibilities under the applicable servicing agreement; (ii) meets or exceeds the minimum standards, if any, prescribed by the Rating Agencies, and meets or exceeds the Servicer Replacement Ratings; (iii) if regulated, it is in regulatory good standing; (iv) is in material compliance with its internal policies and procedures (including risk management policies), if any, relevant to the execution, delivery and performance of a the applicable servicing agreement; (v) is in material compliance with all laws, regulations and rules applicable to the Replacement Servicer Terminationrelevant to the execution, delivery and performance of the applicable servicing agreement; and (vi) covenants to comply with, and perform its obligations under, the Indenture Trustee hereby agrees to use commercially reasonable efforts to appoint (with the approval provisions of the Controlling Parties of all Series of Senior Notes orCMHC Guide, if no such Series exist, all Series of Subordinated Notes) another bank located in Jamaica, as the Indenture Trustee shall select (after consultation with the Bank as to the identity of such Person), to act as the Servicer hereunder pursuant to an assumption agreement in form and substance reasonably satisfactory to the SPC, the Indenture Trustee and each Controlling Party. Upon such assumption, all authority and power of the then Servicer under this Agreement shall pass Transaction Documents to and be vested which it is a party, in such replacement Servicer; and, without limitation, each of the SPC and the Indenture Trustee is hereby authorized and empowered case applicable to execute and deliver, on behalf of the previous Servicer, as attorney-in-fact or otherwise, all documents and other instruments related to the Purchased Diversified Payment Rights upon the failure of the previous Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights and obligations. No provision contained in this Agreement shall require the Indenture Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this Agreement.it; (b) The each Originator Retained Loan together with each Guarantor Purchased Loan secured by the same Shared Security are serviced by the Replacement Servicer agrees to cooperate with or a subservicer under the SPC and any replacement Servicer in effecting the termination of its responsibilities and rights hereunder, including the transfer to such replacement Servicer of all of its authority to service the Diversified Payment Rights provided for in this Agreement. Upon and after a Servicer Termination, the terminated Servicer shall promptly transfer to the replacement Servicer all records, files and documents, in whatever form whatsoever, necessary for the continued same servicing of the Diversified Payment Rights in the manner and at such times as the replacement Servicer shall reasonably request. Each replacement Servicer shall maintain all such information in accordance with Applicable Laws, including any applicable banking secrecy laws.agreement or subservicing agreement; (c) At any time following its assumption the terms of the duties applicable servicing agreement are commercially reasonable having regard to the interest of each of the Secured Parties in the Related Loans and Shared Security being serviced thereunder, and on substantially the same terms as the Servicing Agreement; (d) the Originator Retained Loans are serviced in accordance with the Seller’s Policy or the related Originator’s Policy and otherwise in accordance with the standards of a Reasonable and Prudent Hypothecary Lender and such servicing complies with any laws applicable the Seller and the servicing of the Seller’s assets; (e) the costs of any such Replacement Servicer hereunder are allocated on an equitable basis between the Guarantor and the Seller having regard to the relative proportions of the Originator Retained Loans and Guarantor Purchased Loans serviced under such Servicing Agreement; (unless replaced as described above), a replacement f) the Replacement Servicer shall not be authorized permitted to take authorize, approve, accept or make any Product Switch, Additional Loan Advance or Further Advance or the like or waive any requirement to pay under the Relevant Loan Documents in respect of any the Originator Retained Loans without the prior written consent of the relevant owner (or beneficial owner) of such Originator Retained Loans; (g) the owner (or beneficial owner) of the related Originator Retained Loans shall be included as an additional insured under the policies of insurance, if any, carried by such Replacement Servicer in respect of third party liability, fire and all steps perils, and extended coverage claims applicable to or relating to the Originator Retained Loans and their Shared Security serviced by such Replacement Servicer; (h) subject to Section 2.2, the Replacement Servicer will hold any Collections or other amounts including insurance proceeds in respect of the Originator Retained Loans, including any Enforcement Proceeds to which the owner (or beneficial owner) of such Originated Retained Loans is entitled in accordance with Section 2.2, in trust or as mandatary and agent for such owner (or beneficial owner) and shall keep such money for such owner (or beneficial owner) distinguishable and in a separate account from all other monies held by the Replacement Servicer and shall, as soon as reasonably practicable and in any event shall at the end of each Business Day, transfer such monies to such owner (or beneficial owner) or such Person as such owner (or beneficial owner) may direct; (i) the servicing agreement shall provide for record keeping, information and reporting, and data protection covenants and indemnities, in accordance with Seller’s Policy or the related Originator’s Policy, as applicable, and that are sufficient to allow the Seller to meet its financial and regulatory reporting obligations and which are in any event no less favourable than those provided to the Guarantor in respect of Guarantor Purchased Loans; (j) the servicing agreement shall expressly provide that the Replacement Servicer does not have any interest in the Bank’sOriginator Retained Loans and shall not sell any the Originator Retained Loans without the prior written consent of the owner (or beneficial owner) of such Originator Retained Loans; (k) the Replacement Servicer shall make it clear in any correspondence with Borrowers, upon request by the SPC’s Seller or the relevant Originator or when obligated by law to disclose such information, that the Replacement Servicer is acting in its capacity as servicer of the owner (or beneficial owner) in respect of the Originator Retained Loans and the Indenture Trustee’s name related matters as Servicer agent for and on behalf of the Bank, the SPC owner (or beneficial owner) of such Originator Retained Loans and not on its own behalf and the Indenture Trustee that are necessary Replacement Servicer shall upon the written request of such owner (or reasonably desirable, beneficial owner) carry out the servicing of the Originator Retained Loans in the judgment name of such replacement Servicerowner (or beneficial owner); (l) the owner (or beneficial owner) of the Originator Retained Loans forming part of such Related Loans will be a third party beneficiary of the rights under the servicing agreement; and (m) any amendment or waiver of such servicing agreement must comply with the CMHC Guide and require the written agreement of each of the parties to such servicing agreement and the Seller. Nothing in this Agreement is intended to limit the Guarantor from entering into a servicing agreement with the Replacement Servicer to provide for the servicing of the Guarantor Purchased Loans and their Related Security on substantially the same terms as the Servicing Agreement. For greater certainty, nothing in this Section 3.3 is intended to collect on limit the Diversified Payment Rightsrights and interests of the parties hereto as set forth in this Agreement.

Replacement Servicer. ‌ In the event that the Servicer ceases to be the Bank, the Guarantor LP shall forthwith arrange for the servicing of any Related Loans and their Shared Security with a new Servicer (each a Replacement Servicer) in a manner which ensures continuity of servicing and is authorized to do so without any further consent on the part of the beneficial owner (or owner) of Bank Retained Loans provided that the Replacement Servicer meets the following requirements and enters into a servicing agreement in favour of the Guarantor LP and the Bank that meets the following requirements and provides that: (a) In such Replacement Servicer: (i) possesses the event necessary experience, qualifications, facilities and other resources to perform its responsibilities under the applicable servicing agreement; (ii) meets or exceeds the minimum standards, if any, prescribed by the Rating Agencies, and meets or exceeds the Servicer Replacement Ratings; (iii) if regulated, it is in regulatory good standing; (iv) is in material compliance with its internal policies and procedures (including risk management policies), if any, relevant to the execution, delivery and performance of a the applicable servicing agreement; (v) is in material compliance with all laws, regulations and rules applicable to the Replacement Servicer Terminationrelevant to the execution, delivery and performance of the applicable servicing agreement; and (vi) covenants to comply with, and perform its obligations under, the Indenture Trustee hereby agrees to use commercially reasonable efforts to appoint (with the approval provisions of the Controlling Parties of all Series of Senior Notes orGuide, if no such Series exist, all Series of Subordinated Notes) another bank located in Jamaica, as the Indenture Trustee shall select (after consultation with the Bank as to the identity of such Person), to act as the Servicer hereunder pursuant to an assumption agreement in form and substance reasonably satisfactory to the SPC, the Indenture Trustee and each Controlling Party. Upon such assumption, all authority and power of the then Servicer under this Agreement shall pass Transaction Documents to and be vested which it is a party, in such replacement Servicer; and, without limitation, each of the SPC and the Indenture Trustee is hereby authorized and empowered case applicable to execute and deliver, on behalf of the previous Servicer, as attorney-in-fact or otherwise, all documents and other instruments related to the Purchased Diversified Payment Rights upon the failure of the previous Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights and obligations. No provision contained in this Agreement shall require the Indenture Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this Agreement.it; (b) The Related Loans are serviced by the Replacement Servicer agrees to cooperate with the SPC and any replacement Servicer in effecting the termination of its responsibilities and rights hereunder, including the transfer to such replacement Servicer of all of its authority to service the Diversified Payment Rights provided for in this Agreement. Upon and after under a Servicer Termination, the terminated Servicer shall promptly transfer to the replacement Servicer all records, files and documents, in whatever form whatsoever, necessary for the continued single servicing of the Diversified Payment Rights in the manner and at such times as the replacement Servicer shall reasonably request. Each replacement Servicer shall maintain all such information in accordance with Applicable Laws, including any applicable banking secrecy laws.agreement; (c) At any time following its assumption the terms of the duties applicable servicing agreement are commercially reasonable having regard to the interest of each of the Secured Parties in the Related Loans and Shared Security being serviced thereunder; (d) the Bank Retained Loans are serviced in accordance with the Seller’s Policy and otherwise in accordance with the standards of a Reasonable and Prudent Mortgage Lender and such servicing complies with any laws applicable the Bank and the servicing of the Bank’s assets; (e) the costs of any such Replacement Servicer hereunder are allocated on an equitable basis between the Guarantor LP and the Bank having regard to the relative proportions of the Bank Retained Loans and Guarantor LP Purchased Loans serviced under such Servicing Agreement; (unless replaced as described above), a replacement f) the Replacement Servicer shall not be authorized permitted to take authorize, approve, accept or make any Product Switch, Additional Loan Advance or Further Advance or the like or waive any requirement to pay under the Relevant Loan Documents in respect of any the Bank Retained Loans without the prior written consent of the Bank; (g) the Bank shall be included as an additional insured under the policies of insurance, if any, carried by such Replacement Servicer in respect of third party liability, fire and all steps perils, and extended coverage claims applicable to or relating to the Bank Retained Loans and their Shared Security serviced by such Replacement Servicer; (h) subject to Section 2.2, the Replacement Servicer will hold any Collections or other amounts including insurance proceeds in respect of the Bank Retained Loans, including any Enforcement Proceeds to which the Bank is entitled in accordance with Section 2.2, in trust for the Bank and shall keep such money for the Bank distinguishable and in a separate account from all other monies held by the Replacement Servicer and shall, as soon as reasonably practicable and in any event shall at the end of each Business Day, transfer such monies to the Bank or such Person as the Bank may direct; (i) the servicing agreement shall provide for record keeping, information and reporting, and data protection covenants and indemnities, in accordance with Seller’s Policy, as applicable, and that are sufficient to allow the Bank to meet its financial and regulatory reporting obligations and which are in any event no less favourable than those provided to the Guarantor LP in respect of Guarantor LP Purchased Loans; (j) the servicing agreement shall expressly provide that the Replacement Servicer does not have any interest in the Bank Retained Loans and shall not sell any the Bank Retained Loans without the prior written consent of the Bank’s; (k) the Replacement Servicer shall make it clear in any correspondence with Borrowers, upon request by the SPC’s Bank or when obligated by law to disclose such information, that the Replacement Servicer is acting in its capacity as servicer of the Bank in respect of the Bank Retained Loans and the Indenture Trustee’s name related matters as Servicer agent for and on behalf of the Bank, the SPC Bank and not on its own behalf and the Indenture Trustee that are necessary or reasonably desirable, Replacement Servicer shall upon the written request of the Bank carry out the servicing of the Bank Retained Loans in the judgment name of the Bank; (l) the beneficial owner (or owner) of the Bank Retained Loans forming part of such replacement ServicerRelated Loans will be a third party beneficiary of the rights under the servicing agreement; and (m) any amendment or waiver of such servicing agreement must comply with the Guide and require the written agreement of each of the parties to such servicing agreement and the Bank. Nothing in this Agreement is intended to limit the Guarantor LP from entering into a servicing agreement with the Replacement Servicer to provide for the servicing of the Guarantor LP Purchased Loans and their Related Security on substantially the same terms as the Servicing Agreement. For greater certainty, nothing in this Section 3.3 is intended to collect on limit the Diversified Payment Rightsrights and interests of the parties hereto as set forth in this Agreement.

Replacement Servicer. ‌ In the event that the Seller ceases to be the Servicer, the Guarantor shall forthwith arrange for the servicing of any Related Loans and their Shared Security with a new Servicer (each a “Replacement Servicer”) in a manner which ensures continuity of servicing and is authorized to do so without any further consent on the part of the beneficial owner (or owner) of Seller Retained Loans provided that the Replacement Servicer meets the following requirements and enters into a servicing agreement in favour of the Guarantor and the related Seller that meets the following requirements and provides that: (a) In such Replacement Servicer: (i) possesses the event necessary experience, qualifications, facilities and other resources to perform its responsibilities under the applicable servicing agreement; (ii) meets or exceeds the minimum standards, if any, prescribed by the Rating Agencies, and meets or exceeds the Servicer Replacement Ratings; (iii) if regulated, it is in regulatory good standing; (iv) is in material compliance with its internal policies and procedures (including risk management policies), if any, relevant to the execution, delivery and performance of a the applicable servicing agreement; (v) is in material compliance with all laws, regulations and rules applicable to the Replacement Servicer Terminationrelevant to the execution, delivery and performance of the applicable servicing agreement; and (vi) covenants to comply with, and perform its obligations under, the Indenture Trustee hereby agrees to use commercially reasonable efforts to appoint (with the approval provisions of the Controlling Parties of all Series of Senior Notes orCMHC Guide, if no such Series exist, all Series of Subordinated Notes) another bank located in Jamaica, as the Indenture Trustee shall select (after consultation with the Bank as to the identity of such Person), to act as the Servicer hereunder pursuant to an assumption agreement in form and substance reasonably satisfactory to the SPC, the Indenture Trustee and each Controlling Party. Upon such assumption, all authority and power of the then Servicer under this Agreement shall pass Transaction Documents to and be vested which it is a party, in such replacement Servicer; and, without limitation, each of the SPC and the Indenture Trustee is hereby authorized and empowered case applicable to execute and deliver, on behalf of the previous Servicer, as attorney-in-fact or otherwise, all documents and other instruments related to the Purchased Diversified Payment Rights upon the failure of the previous Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights and obligations. No provision contained in this Agreement shall require the Indenture Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this Agreement.it; (b) The each Seller Retained Loan together with each Guarantor Purchased Loan secured by the same Shared Security are serviced by the Replacement Servicer agrees to cooperate with or a subservicer under the SPC and any replacement Servicer in effecting the termination of its responsibilities and rights hereunder, including the transfer to such replacement Servicer of all of its authority to service the Diversified Payment Rights provided for in this Agreement. Upon and after a Servicer Termination, the terminated Servicer shall promptly transfer to the replacement Servicer all records, files and documents, in whatever form whatsoever, necessary for the continued same servicing of the Diversified Payment Rights in the manner and at such times as the replacement Servicer shall reasonably request. Each replacement Servicer shall maintain all such information in accordance with Applicable Laws, including any applicable banking secrecy laws.agreement or subservicing agreement; (c) At any time following its assumption the terms of the duties applicable servicing agreement are commercially reasonable having regard to the interest of each of the Secured Parties in the Related Loans and Shared Security being serviced thereunder, and on substantially the same terms as the Servicing Agreement; (d) the Seller Retained Loans are serviced in accordance with the related Seller’s Policy and otherwise in accordance with the standards of a Reasonable and Prudent Mortgage Lender and such servicing complies with any laws applicable the related Seller and the servicing of the related Seller’s assets; (e) the costs of any such Replacement Servicer hereunder are allocated on an equitable basis between the Guarantor and the related Seller having regard to the relative proportions of the respective amounts owing under Seller Retained Loans and Guarantor Purchased Loans serviced under such Servicing Agreement; (unless replaced as described above), a replacement f) the Replacement Servicer shall not be authorized permitted to take authorize, approve, accept or make any additional loan advance, including any Product Switch or Further Advance in respect thereof, or the like, or waive any requirement to pay under the Relevant Loan Documents in respect of any Seller Retained Loans without the prior written consent of the relevant beneficial owner (or owner) of such Seller Retained Loans; (g) the beneficial owner (or owner) of the related Seller Retained Loans shall be included as an additional insured under the policies of insurance, if any, carried by such Replacement Servicer in respect of third party liability, fire and all steps perils, and extended coverage claims applicable to or relating to the Seller Retained Loans and their Shared Security serviced by such Replacement Servicer; (h) subject to Section 2.2, the Replacement Servicer will hold any Collections or other amounts including insurance proceeds in respect of the Seller Retained Loans, including any Enforcement Proceeds to which the beneficial owner (or owner) of such Seller Retained Loans is entitled in accordance with Section 2.2, in trust for such beneficial owner (or owner) and shall keep such money for such beneficial owner (or owner) distinguishable and in a separate account from all other monies held by the Replacement Servicer and shall, as soon as reasonably practicable and in any event shall at the end of each Business Day, transfer such monies to such beneficial owner (or owner) or such Person as such beneficial owner (or owner) may direct; (i) the servicing agreement shall provide for record keeping, information and reporting, and data protection covenants and indemnities, in accordance with related Seller’s Policy, as applicable, and that are sufficient to allow the related Seller to meet its financial and regulatory reporting obligations and which are in any event no less favourable than those provided to the Guarantor in respect of Guarantor Purchased Loans; (j) the servicing agreement shall expressly provide that the Replacement Servicer does not have any interest in the Bank’sSeller Retained Loans and shall not sell any the Seller Retained Loans without the prior written consent of the beneficial owner (or owner) of such Seller Retained Loans; (k) the Replacement Servicer shall make it clear in any correspondence with Xxxxxxxxx, upon request by the SPC’s Seller or when obligated by law to disclose such information, that the Replacement Servicer is acting in its capacity as servicer of the beneficial owner (or owner) in respect of the Seller Retained Loans and the Indenture Trustee’s name related matters as Servicer agent for and on behalf of the Bank, the SPC beneficial owner (or owner) of such Seller Retained Loans and not on its own behalf and the Indenture Trustee that are necessary Replacement Servicer shall upon the written request of such beneficial owner (or reasonably desirable, owner) carry out the servicing of the Seller Retained Loans in the judgment name of such replacement Servicerbeneficial owner (or owner); (l) the beneficial owner (or owner) of the Seller Retained Loans forming part of such Related Loans will be a third party beneficiary of the rights under the servicing agreement, except to collect the extent such beneficial owner (or owner) is a party to such servicing agreement; and (m) any amendment or waiver of such servicing agreement must comply with the CMHC Guide and require the written agreement of each of the parties to such servicing agreement and the Seller. Nothing in this Agreement is intended to limit the Guarantor from entering into a servicing agreement with the Replacement Servicer to provide for the servicing of the Guarantor Purchased Loans and their Related Security on substantially the Diversified Payment Rightssame terms as the Servicing Agreement. For greater certainty, nothing in this Section 3.3 is intended to limit the rights and interests of the parties hereto as set forth in this Agreement.

Replacement Servicer. In the event that the Servicer ceases to be the Bank, the Guarantor LP shall forthwith arrange for the servicing of any Related Loans and their Shared Security with a new Servicer (each a Replacement Servicer) in a manner which ensures continuity of servicing and is authorized to do so without any further consent on the part of the beneficial owner (or owner) of Bank Retained Loans provided that the Replacement Servicer meets the following requirements and enters into a servicing agreement in favour of the Guarantor LP and the Bank that meets the following requirements and provides that: (a) In such Replacement Servicer: (i) possesses the event necessary experience, qualifications, facilities and other resources to perform its responsibilities under the applicable servicing agreement; (ii) meets or exceeds the minimum standards, if any, prescribed by the Rating Agencies, and meets or exceeds the Servicer Replacement Ratings; (iii) if regulated, it is in regulatory good standing; (iv) is in material compliance with its internal policies and procedures (including risk management policies), if any, relevant to the execution, delivery and performance of a the applicable servicing agreement; (v) is in material compliance with all laws, regulations and rules applicable to the Replacement Servicer Terminationrelevant to the execution, delivery and performance of the applicable servicing agreement; and (vi) covenants to comply with, and perform its obligations under, the Indenture Trustee hereby agrees to use commercially reasonable efforts to appoint (with the approval provisions of the Controlling Parties of all Series of Senior Notes orGuide, if no such Series exist, all Series of Subordinated Notes) another bank located in Jamaica, as the Indenture Trustee shall select (after consultation with the Bank as to the identity of such Person), to act as the Servicer hereunder pursuant to an assumption agreement in form and substance reasonably satisfactory to the SPC, the Indenture Trustee and each Controlling Party. Upon such assumption, all authority and power of the then Servicer under this Agreement shall pass Transaction Documents to and be vested which it is a party, in such replacement Servicer; and, without limitation, each of the SPC and the Indenture Trustee is hereby authorized and empowered case applicable to execute and deliver, on behalf of the previous Servicer, as attorney-in-fact or otherwise, all documents and other instruments related to the Purchased Diversified Payment Rights upon the failure of the previous Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights and obligations. No provision contained in this Agreement shall require the Indenture Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this Agreement.it; (b) The Related Loans are serviced by the Replacement Servicer agrees to cooperate with the SPC and any replacement Servicer in effecting the termination of its responsibilities and rights hereunder, including the transfer to such replacement Servicer of all of its authority to service the Diversified Payment Rights provided for in this Agreement. Upon and after under a Servicer Termination, the terminated Servicer shall promptly transfer to the replacement Servicer all records, files and documents, in whatever form whatsoever, necessary for the continued single servicing of the Diversified Payment Rights in the manner and at such times as the replacement Servicer shall reasonably request. Each replacement Servicer shall maintain all such information in accordance with Applicable Laws, including any applicable banking secrecy laws.agreement; (c) At any time following its assumption the terms of the duties applicable servicing agreement are commercially reasonable having regard to the interest of each of the Secured Parties in the Related Loans and Shared Security being serviced thereunder; (d) the Bank Retained Loans are serviced in accordance with the Seller’s Policy and otherwise in accordance with the standards of a Reasonable and Prudent Mortgage Lender and such servicing complies with any laws applicable the Bank and the servicing of the Bank’s assets; (e) the costs of any such Replacement Servicer hereunder are allocated on an equitable basis between the Guarantor LP and the Bank having regard to the relative proportions of the Bank Retained Loans and Guarantor LP Purchased Loans serviced under such Servicing Agreement; (unless replaced as described above), a replacement f) the Replacement Servicer shall not be authorized permitted to take authorize, approve, accept or make any Product Switch, Additional Loan Advance or Further Advance or the like or waive any requirement to pay under the Relevant Loan Documents in respect of any the Bank Retained Loans without the prior written consent of the Bank; (g) the Bank shall be included as an additional insured under the policies of insurance, if any, carried by such Replacement Servicer in respect of third party liability, fire and all steps perils, and extended coverage claims applicable to or relating to the Bank Retained Loans and their Shared Security serviced by such Replacement Servicer; (h) subject to Section 2.2, the Replacement Servicer will hold any Collections or other amounts including insurance proceeds in respect of the Bank Retained Loans, including any Enforcement Proceeds to which the Bank is entitled in accordance with Section 2.2, in trust for the Bank and shall keep such money for the Bank distinguishable and in a separate account from all other monies held by the Replacement Servicer and shall, as soon as reasonably practicable and in any event shall at the end of each Business Day, transfer such monies to the Bank or such Person as the Bank may direct; (i) the servicing agreement shall provide for record keeping, information and reporting, and data protection covenants and indemnities, in accordance with Seller’s Policy, as applicable, and that are sufficient to allow the Bank to meet its financial and regulatory reporting obligations and which are in any event no less favourable than those provided to the Guarantor LP in respect of Guarantor LP Purchased Loans; (j) the servicing agreement shall expressly provide that the Replacement Servicer does not have any interest in the Bank Retained Loans and shall not sell any the Bank Retained Loans without the prior written consent of the Bank’s; (k) the Replacement Servicer shall make it clear in any correspondence with Borrowers, upon request by the SPC’s Bank or when obligated by law to disclose such information, that the Replacement Servicer is acting in its capacity as servicer of the Bank in respect of the Bank Retained Loans and the Indenture Trustee’s name related matters as Servicer agent for and on behalf of the Bank, the SPC Bank and not on its own behalf and the Indenture Trustee that are necessary or reasonably desirable, Replacement Servicer shall upon the written request of the Bank carry out the servicing of the Bank Retained Loans in the judgment name of the Bank; (l) the beneficial owner (or owner) of the Bank Retained Loans forming part of such replacement ServicerRelated Loans will be a third party beneficiary of the rights under the servicing agreement; and (m) any amendment or waiver of such servicing agreement must comply with the Guide and require the written agreement of each of the parties to such servicing agreement and the Bank. Nothing in this Agreement is intended to limit the Guarantor LP from entering into a servicing agreement with the Replacement Servicer to provide for the servicing of the Guarantor LP Purchased Loans and their Related Security on substantially the same terms as the Servicing Agreement. For greater certainty, nothing in this Section 3.3 is intended to collect on limit the Diversified Payment Rightsrights and interests of the parties hereto as set forth in this Agreement.

Replacement Servicer. In the event that the Seller ceases to be the Servicer, the Guarantor shall forthwith arrange for the servicing of any Related Loans and their Shared Security with a new Servicer (each a “Replacement Servicer”) in a manner which ensures continuity of servicing and is authorized to do so without any further consent on the part of the beneficial owner (or owner) of Seller Retained Loans provided that the Replacement Servicer meets the following requirements and enters into a servicing agreement in favour of the Guarantor and the related Seller that meets the following requirements and provides that: (a) In such Replacement Servicer: (i) possesses the event necessary experience, qualifications, facilities and other resources to perform its responsibilities under the applicable servicing agreement; (ii) meets or exceeds the minimum standards, if any, prescribed by the Rating Agencies, and meets or exceeds the Servicer Replacement Ratings; (iii) if regulated, it is in regulatory good standing; (iv) is in material compliance with its internal policies and procedures (including risk management policies), if any, relevant to the execution, delivery and performance of a the applicable servicing agreement; (v) is in material compliance with all laws, regulations and rules applicable to the Replacement Servicer Terminationrelevant to the execution, delivery and performance of the applicable servicing agreement; and (vi) covenants to comply with, and perform its obligations under, the Indenture Trustee hereby agrees to use commercially reasonable efforts to appoint (with the approval provisions of the Controlling Parties of all Series of Senior Notes orCMHC Guide, if no such Series exist, all Series of Subordinated Notes) another bank located in Jamaica, as the Indenture Trustee shall select (after consultation with the Bank as to the identity of such Person), to act as the Servicer hereunder pursuant to an assumption agreement in form and substance reasonably satisfactory to the SPC, the Indenture Trustee and each Controlling Party. Upon such assumption, all authority and power of the then Servicer under this Agreement shall pass Transaction Documents to and be vested which it is a party, in such replacement Servicer; and, without limitation, each of the SPC and the Indenture Trustee is hereby authorized and empowered case applicable to execute and deliver, on behalf of the previous Servicer, as attorney-in-fact or otherwise, all documents and other instruments related to the Purchased Diversified Payment Rights upon the failure of the previous Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights and obligations. No provision contained in this Agreement shall require the Indenture Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this Agreement.it; (b) The each Seller Retained Loan together with each Guarantor Purchased Loan secured by the same Shared Security are serviced by the Replacement Servicer agrees to cooperate with or a subservicer under the SPC and any replacement Servicer in effecting the termination of its responsibilities and rights hereunder, including the transfer to such replacement Servicer of all of its authority to service the Diversified Payment Rights provided for in this Agreement. Upon and after a Servicer Termination, the terminated Servicer shall promptly transfer to the replacement Servicer all records, files and documents, in whatever form whatsoever, necessary for the continued same servicing of the Diversified Payment Rights in the manner and at such times as the replacement Servicer shall reasonably request. Each replacement Servicer shall maintain all such information in accordance with Applicable Laws, including any applicable banking secrecy laws.agreement or subservicing agreement; (c) At any time following its assumption the terms of the duties applicable servicing agreement are commercially reasonable having regard to the interest of each of the Secured Parties in the Related Loans and Shared Security being serviced thereunder, and on substantially the same terms as the Servicing Agreement; (d) the Seller Retained Loans are serviced in accordance with the related Seller’s Policy and otherwise in accordance with the standards of a Reasonable and Prudent Mortgage Lender and such servicing complies with any laws applicable the related Seller and the servicing of the related Seller’s assets; (e) the costs of any such Replacement Servicer hereunder are allocated on an equitable basis between the Guarantor and the related Seller having regard to the relative proportions of the respective amounts owing under Seller Retained Loans and Guarantor Purchased Loans serviced under such Servicing Agreement; (unless replaced as described above), a replacement f) the Replacement Servicer shall not be authorized permitted to take authorize, approve, accept or make any Product Switch, Additional Loan Advance or Further Advance or the like or waive any requirement to pay under the Relevant Loan Documents in respect of any the Seller Retained Loans without the prior written consent of the relevant beneficial owner (or owner) of such Seller Retained Loans; (g) the beneficial owner (or owner) of the related Seller Retained Loans shall be included as an additional insured under the policies of insurance, if any, carried by such Replacement Servicer in respect of third party liability, fire and all steps perils, and extended coverage claims applicable to or relating to the Seller Retained Loans and their Shared Security serviced by such Replacement Servicer; (h) subject to Section 2.2, the Replacement Servicer will hold any Collections or other amounts including insurance proceeds in respect of the Seller Retained Loans, including any Enforcement Proceeds to which the beneficial owner (or owner) of such Seller Retained Loans is entitled in accordance with Section 2.2, in trust for such beneficial owner (or owner) and shall keep such money for such beneficial owner (or owner) distinguishable and in a separate account from all other monies held by the Replacement Servicer and shall, as soon as reasonably practicable and in any event shall at the end of each Business Day, transfer such monies to such beneficial owner (or owner) or such Person as such beneficial owner (or owner) may direct; (i) the servicing agreement shall provide for record keeping, information and reporting, and data protection covenants and indemnities, in accordance with related Seller’s Policy, as applicable, and that are sufficient to allow the related Seller to meet its financial and regulatory reporting obligations and which are in any event no less favourable than those provided to the Guarantor in respect of Guarantor Purchased Loans; (j) the servicing agreement shall expressly provide that the Replacement Servicer does not have any interest in the Bank’sSeller Retained Loans and shall not sell any the Seller Retained Loans without the prior written consent of the beneficial owner (or owner) of such Seller Retained Loans; (k) the Replacement Servicer shall make it clear in any correspondence with Xxxxxxxxx, upon request by the SPC’s Seller or when obligated by law to disclose such information, that the Replacement Servicer is acting in its capacity as servicer of the beneficial owner (or owner) in respect of the Seller Retained Loans and the Indenture Trustee’s name related matters as Servicer agent for and on behalf of the Bank, the SPC beneficial owner (or owner) of such Seller Retained Loans and not on its own behalf and the Indenture Trustee that are necessary Replacement Servicer shall upon the written request of such beneficial owner (or reasonably desirable, owner) carry out the servicing of the Seller Retained Loans in the judgment name of such replacement Servicerbeneficial owner (or owner); (l) the beneficial owner (or owner) of the Seller Retained Loans forming part of such Related Loans will be a third party beneficiary of the rights under the servicing agreement, except to collect the extent such beneficial owner (or owner) is a party to such servicing agreement; and (m) any amendment or waiver of such servicing agreement must comply with the CMHC Guide and require the written agreement of each of the parties to such servicing agreement and the Seller. Nothing in this Agreement is intended to limit the Guarantor from entering into a servicing agreement with the Replacement Servicer to provide for the servicing of the Guarantor Purchased Loans and their Related Security on substantially the Diversified Payment Rightssame terms as the Servicing Agreement. For greater certainty, nothing in this Section 3.3 is intended to limit the rights and interests of the parties hereto as set forth in this Agreement.

Replacement Servicer. In the event that the Seller ceases to be the Servicer, the Guarantor shall forthwith arrange for the servicing of any Related Loans and their Shared Security with a new Servicer (each a “Replacement Servicer”) in a manner which ensures continuity of servicing and is authorized to do so without any further consent on the part of the beneficial owner (or owner) of Seller Retained Loans provided that the Replacement Servicer meets the following requirements and enters into a servicing agreement in favour of the Guarantor and the related Seller that meets the following requirements and provides that: (a) In such Replacement Servicer: (i) possesses the event necessary experience, qualifications, facilities and other resources to perform its responsibilities under the applicable servicing agreement; (ii) meets or exceeds the minimum standards, if any, prescribed by the Rating Agencies, and meets or exceeds the Servicer Replacement Ratings; (iii) if regulated, it is in regulatory good standing; (iv) is in material compliance with its internal policies and procedures (including risk management policies), if any, relevant to the execution, delivery and performance of a the applicable servicing agreement; (v) is in material compliance with all laws, regulations and rules applicable to the Replacement Servicer Terminationrelevant to the execution, delivery and performance of the applicable servicing agreement; and (vi) covenants to comply with, and perform its obligations under, the Indenture Trustee hereby agrees to use commercially reasonable efforts to appoint (with the approval provisions of the Controlling Parties of all Series of Senior Notes orCMHC Guide, if no such Series exist, all Series of Subordinated Notes) another bank located in Jamaica, as the Indenture Trustee shall select (after consultation with the Bank as to the identity of such Person), to act as the Servicer hereunder pursuant to an assumption agreement in form and substance reasonably satisfactory to the SPC, the Indenture Trustee and each Controlling Party. Upon such assumption, all authority and power of the then Servicer under this Agreement shall pass Transaction Documents to and be vested which it is a party, in such replacement Servicer; and, without limitation, each of the SPC and the Indenture Trustee is hereby authorized and empowered case applicable to execute and deliver, on behalf of the previous Servicer, as attorney-in-fact or otherwise, all documents and other instruments related to the Purchased Diversified Payment Rights upon the failure of the previous Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights and obligations. No provision contained in this Agreement shall require the Indenture Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this Agreement.it; (b) The each Seller Retained Loan together with each Guarantor Purchased Loan secured by the same Shared Security are serviced by the Replacement Servicer agrees to cooperate with or a subservicer under the SPC and any replacement Servicer in effecting the termination of its responsibilities and rights hereunder, including the transfer to such replacement Servicer of all of its authority to service the Diversified Payment Rights provided for in this Agreement. Upon and after a Servicer Termination, the terminated Servicer shall promptly transfer to the replacement Servicer all records, files and documents, in whatever form whatsoever, necessary for the continued same servicing of the Diversified Payment Rights in the manner and at such times as the replacement Servicer shall reasonably request. Each replacement Servicer shall maintain all such information in accordance with Applicable Laws, including any applicable banking secrecy laws.agreement or subservicing agreement; (c) At any time following its assumption the terms of the duties applicable servicing agreement are commercially reasonable having regard to the interest of each of the Secured Parties in the Related Loans and Shared Security being serviced thereunder, and on substantially the same terms as the Servicing Agreement; (d) the Seller Retained Loans are serviced in accordance with the related Seller’s Policy and otherwise in accordance with the standards of a Reasonable and Prudent Mortgage Lender and such servicing complies with any laws applicable the related Seller and the servicing of the related Seller’s assets; (e) the costs of any such Replacement Servicer hereunder are allocated on an equitable basis between the Guarantor and the related Seller having regard to the relative proportions of the respective amounts owing under Seller Retained Loans and Guarantor Purchased Loans serviced under such Servicing Agreement; (unless replaced as described above), a replacement f) the Replacement Servicer shall not be authorized permitted to take authorize, approve, accept or make any Product Switch, Additional Loan Advance or Further Advance or the like or waive any requirement to pay under the Relevant Loan Documents in respect of any the Seller Retained Loans without the prior written consent of the relevant beneficial owner (or owner) of such Seller Retained Loans; (g) the beneficial owner (or owner) of the related Seller Retained Loans shall be included as an additional insured under the policies of insurance, if any, carried by such Replacement Servicer in respect of third party liability, fire and all steps perils, and extended coverage claims applicable to or relating to the Seller Retained Loans and their Shared Security serviced by such Replacement Servicer; (h) subject to Section 2.2, the Replacement Servicer will hold any Collections or other amounts including insurance proceeds in respect of the Seller Retained Loans, including any Enforcement Proceeds to which the beneficial owner (or owner) of such Seller Retained Loans is entitled in accordance with Section 2.2, in trust for such beneficial owner (or owner) and shall keep such money for such beneficial owner (or owner) distinguishable and in a separate account from all other monies held by the Replacement Servicer and shall, as soon as reasonably practicable and in any event shall at the end of each Business Day, transfer such monies to such beneficial owner (or owner) or such Person as such beneficial owner (or owner) may direct; (i) the servicing agreement shall provide for record keeping, information and reporting, and data protection covenants and indemnities, in accordance with related Seller’s Policy, as applicable, and that are sufficient to allow the related Seller to meet its financial and regulatory reporting obligations and which are in any event no less favourable than those provided to the Guarantor in respect of Guarantor Purchased Loans; (j) the servicing agreement shall expressly provide that the Replacement Servicer does not have any interest in the Bank’sSeller Retained Loans and shall not sell any the Seller Retained Loans without the prior written consent of the beneficial owner (or owner) of such Seller Retained Loans; (k) the Replacement Servicer shall make it clear in any correspondence with Borrowers, upon request by the SPC’s Seller or when obligated by law to disclose such information, that the Replacement Servicer is acting in its capacity as servicer of the beneficial owner (or owner) in respect of the Seller Retained Loans and the Indenture Trustee’s name related matters as Servicer agent for and on behalf of the Bank, the SPC beneficial owner (or owner) of such Seller Retained Loans and not on its own behalf and the Indenture Trustee that are necessary Replacement Servicer shall upon the written request of such beneficial owner (or reasonably desirable, owner) carry out the servicing of the Seller Retained Loans in the judgment name of such replacement Servicerbeneficial owner (or owner); (l) the beneficial owner (or owner) of the Seller Retained Loans forming part of such Related Loans will be a third party beneficiary of the rights under the servicing agreement, except to collect the extent such beneficial owner (or owner) is a party to such servicing agreement; and (m) any amendment or waiver of such servicing agreement must comply with the CMHC Guide and require the written agreement of each of the parties to such servicing agreement and the Seller. Nothing in this Agreement is intended to limit the Guarantor from entering into a servicing agreement with the Replacement Servicer to provide for the servicing of the Guarantor Purchased Loans and their Related Security on substantially the Diversified Payment Rightssame terms as the Servicing Agreement. For greater certainty, nothing in this Section 3.3 is intended to limit the rights and interests of the parties hereto as set forth in this Agreement.