Common use of Reporting, Books and Records and Compliance Covenants Clause in Contracts

Reporting, Books and Records and Compliance Covenants. The Servicer covenants to the Manager as follows: (a) The Servicer shall be responsible for submitting all Internal Revenue Service information returns related to each Loan for all applicable periods commencing with the Servicing Transfer Date with respect thereto (or, if later, the Effective Date). Information returns include reports on Forms 1098 and 1099 and any other reports required by Law. The Servicer shall be responsible for submitting all information returns required under applicable Law of any foreign Governmental Authority, to the extent such are required to be filed by the Company under such Law, relating to the Loans, for the calendar or tax year in which the Effective Date falls and thereafter. (b) The Servicer shall cause to be kept and maintained, at all times, at the Servicer’s principal place of business, a complete and accurate set of files, books and records (including records transferred by the Manager to the Servicer) regarding the Loans and the Underlying Collateral, and the Company’s interests in the Loans and the Underlying Collateral, including records relating to the Collection Account, the Working Capital Reserve Account, the Escrow Accounts and any Other Accounts maintained in connection with the Loans, Servicer Advances, Funding Draws and other Working Capital Expense and collection and remittance of Loan Proceeds. The books of account shall be maintained in a manner that provides sufficient assurance that: (a) transactions are executed in accordance with the general or specific authorization of the Manager consistent with the provisions of the LLC Operating Agreement; and (b) transactions of the Company are recorded in such form and manner as will: (i) permit preparation of federal, state and local income and franchise tax returns and information returns in accordance with the LLC Operating Agreement and as required by Law; (ii) permit preparation of the Company’s financial statements in accordance with GAAP and the LLC Operating Agreement and the provisions of the reports required to be provided thereunder; and

Reporting, Books and Records and Compliance Covenants. The Servicer covenants to the Manager Company as follows: (a) The Servicer shall be responsible for submitting all Internal Revenue Service information returns related to each Loan the Loans for all applicable periods commencing with the Servicing Transfer Date with respect thereto (orperiod beginning January 1, if later, the Effective Date)2009. Information returns include reports on Forms 1098 and 1099 and any other reports required by Law. The Servicer shall be responsible for submitting all information returns required under applicable Law of any foreign Governmental Authority, to the extent such are required to be filed by the Company under such Law, relating to the Loans, for the calendar or tax year in which the Effective Date falls and thereafter. (b) The Servicer shall cause to be kept and maintainedmaintained (including by any Subservicer and including records transferred by the Company to the Servicer), at all times, at the Servicer’s principal place of business, a complete and accurate set of files, books and records (including records transferred by the Manager to the Servicer) regarding the Loans and the Underlying Collateral (including the Acquired Collateral), and the Company’s and the Participant’s interests in the Loans Loans, the Collateral and the Underlying Acquired Collateral, including records relating to the Collection Account, the Working Capital Reserve Account, the Escrow Accounts LIP Account and any Other Accounts maintained in connection with the LoansLoans and Servicer Advances and the disbursement of the Loan Proceeds. (c) The Servicer shall cause all such books and records to be maintained and retained until the date that is the later of ten (10) years after the Effective Date of this Agreement or three (3) years after the date on which the final Loan Proceeds are distributed to the Company, which date shall be established by notice to the Servicer Advancesfrom the Company. All such books and records shall be available during such period for inspection by the Company and the Participant (and their representatives, Funding Draws including any applicable Government Authority) at all reasonable times during business hours on any Business Days (or, in the case of any such inspection after the term hereof, at such other location as is provided by notice to the Company or the Participant, as applicable), in each instance upon two (2) Business Days’ prior notice to the Servicer. Upon request by the Company, the Servicer, at the sole cost and expense of the Company, shall promptly send copies (the number of copies of which shall be reasonable) of such books and records to the Company. The Servicer shall provide the Company with reasonable advance notice of the Servicer’s intention to destroy or dispose of any documents or files relating to the Loans and, upon the request of the Company, shall allow the Company, at its own expense, to recover the same from the Servicer. The Servicer shall also maintain complete and accurate records reflecting the status of taxes, ground rents and other Working Capital Expense recurring charges generally accepted by the mortgage servicing industry, which would become a Lien on the security property. (d) The covenants set forth in Section 5.02(b) and collection (c) above to maintain a complete and remittance accurate set of Loan Proceeds. The books records shall encompass all files in the Servicer’s custody, possession or control pertaining to the Loans and the Collateral, including all original and other documentation pertaining to the Loans and the Collateral, all documentation relating to items of account shall be maintained in a manner that provides sufficient assurance that: (a) transactions are executed in accordance with income and expense pertaining to the general or specific authorization Loans and the Collateral, and all of the Manager consistent Servicer’s (and Subservicer’s) internal memoranda pertaining to the Loans and the Collateral. (e) The Servicer shall cause to be furnished to the Company, each month on the Servicer Remittance Date, commencing the first month following the Effective Date, a monthly Electronic Report on the Loans and Collateral containing such information and substantially in the form set forth on Schedule 4, as the same may be amended from time to time by the Company and the Servicer without the Participant’s consent. (f) The Servicer shall deliver, and shall cause each Subservicer to deliver, to the Company, on or before March 10th of each year, or such other day as the Company and the Servicer may agree, commencing in the year 2010, an officer’s certificate stating, as to the signer thereof, that (i) a review of such party’s activities during the preceding calendar year (or portion thereof) and of its performance under this Agreement (or, as applicable, any Subservicing Agreement) has been made under such officer’s supervision, and (ii) to the best of such officer’s knowledge and belief, based on such review, such party has fulfilled all of its obligations under this Agreement (or, as applicable, any Subservicing Agreement) in all material respects throughout such year or portion thereof or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure and the nature and status thereof. In the event any Subservicer was terminated, resigned or otherwise performed in such capacity for only part of a year, such party shall provide such annual compliance certificate with the provisions respect to such portion of the LLC Operating Agreement; year. (g) On or before March 10th of each year, or such other day as the Company and (b) transactions the Servicer agree, commencing in the year 2010, the Servicer shall, and shall cause each Subservicer to, each at its own expense or the expense of the Company are recorded provide a report prepared by a nationally recognized firm of independent certified public accountants to the effect that, with respect to the most recently ended fiscal year, such firm has examined certain records and documents relating to compliance with the servicing requirements in this Agreement and that, on the basis of such form and manner as will: examination conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers, such firm is of the opinion that the Company or the Servicer’s (or Subservicer’s) activities have been conducted in compliance with this Agreement, or that such examination has disclosed no material items of noncompliance except for (i) permit preparation of federalsuch exceptions as such firm believes to be immaterial, state and local income and franchise tax returns and information returns in accordance with the LLC Operating Agreement and as required by Law; (ii) permit preparation of such other exceptions as are set forth in the Company’s financial statements in accordance with GAAP and the LLC Operating Agreement and the provisions of the reports required to be provided thereunder; andreport.

Reporting, Books and Records and Compliance Covenants. The Servicer covenants to the Manager as follows: (a) The Servicer shall be responsible for submitting all Internal Revenue Service information returns related to each Loan for all applicable periods commencing with the Servicing Transfer Date with respect thereto (or, if later, the Effective Date). Information returns include reports on Forms 1098 and 1099 and any other reports required by Law. The Servicer shall be responsible for submitting all information returns required under applicable Law of any foreign Governmental Authority, to the extent such are required to be filed by the Company under such Law, relating to the Loans, for the calendar or tax year in which the Effective Date falls and thereafter. (b) The Servicer shall cause to be kept and maintained, at all times, at the Servicer’s principal place of business, a complete and accurate set of files, books and records (including records transferred by the Manager to the Servicer) regarding the Loans and the Underlying Collateral, and the Company’s interests in the Loans and the Underlying Collateral, including records relating to the Collection Account, the Working Capital Reserve Account, the Escrow Accounts and any Other Accounts maintained in connection with the Loans, Servicer Advances, Funding Draws and other Working Capital Expense and collection and remittance of Loan Proceeds. The books of account shall be maintained in a manner that provides sufficient assurance that: : (a) transactions are executed in accordance with the general or specific authorization of the Manager consistent with the provisions of the LLC Operating Agreement; and (b) transactions of the Company are recorded in such form and manner as will: (i) permit preparation of federal, state and local income and franchise tax returns and information returns in accordance with the LLC Operating Agreement and as required by Law; (ii) permit preparation of the Company’s financial statements in accordance with GAAP and the LLC Operating Agreement and the provisions of the reports required to be provided thereunder; and (iii) maintain accountability for the Company’s assets. (c) The Servicer shall cause all such books and records to be maintained and retained until the date that is the later of ten (10) years after the Closing Date and three (3) years after the date on which the final Loan Proceeds are distributed to the Company, which date shall be established by notice to the Servicer from the Manager. All such books and records shall be available during such period for inspection by the Manager, the FDIC, the Purchase Money Notes Guarantor, and the Initial Member (and their respective representatives, including any applicable Governmental Authority) at all reasonable times during business hours on any Business Days (or, in the case of any such inspection after the term hereof, at such other location as is provided by notice to the Manager, the FDIC, the Purchase Money Notes Guarantor and the Initial Member, as applicable), in each instance upon not less than two (2) Business Days’ prior notice to the Servicer. Upon request by the Manager, the Servicer, at the sole cost and expense of the Manager, shall promptly send copies (the number of copies of which shall be reasonable) of such books and records to the Manager. The Servicer shall provide the Manager with reasonable advance notice of the Servicer’s intention to destroy or dispose of any documents or files relating to the Loans and, upon the request of the Manager, shall allow the Manager, at its own expense, to recover the same from the Servicer. The Servicer shall also maintain complete and accurate records reflecting the status of taxes, ground rents and other recurring charges which could become a Lien on any Collateral. (d) The covenants set forth in Section 5.2(b) and (c) above to maintain a complete and accurate set of records shall encompass all files in the Servicer’s custody, possession or control pertaining to the Loans and the Collateral, including (except as required to be held by the Custodian pursuant to the Custodial and Paying Agency Agreement) all original and other documentation pertaining to the Loans and the Collateral, all documentation relating to items of income and expense pertaining to the Loans and the Collateral, and all of the Servicer’s (and any Subservicer’s) internal memoranda pertaining to the Loans and the Collateral. (e) The Servicer shall cause to be furnished to the Manager, each month on the Specified Date, commencing with September 2010 (or such other date as may be set forth in the Servicing Obligations), a monthly Electronic Report on the Loans and Collateral containing such information and substantially in the form set forth on Schedule 5 as the same may be amended from time to time by the Manager (without the consent of the Initial Member) and the Servicer (the “Electronic Report”). The Electronic Report shall include, but not be limited to, the information required for the Manager to prepare, in accordance with the LLC Operating Agreement, the “Distribution Date Report” and the “Monthly Report” (each as defined in the LLC Operating Agreement), and such other reports and information as the Manager shall reasonably require, to the extent such information is reasonably available to the Servicer. Notwithstanding the above, with respect to any period prior to the applicable Servicing Transfer Date, the applicable Electronic Reports may exclude certain of the information otherwise required to be included therein if and to the extent the Initial Member is obligated to provide such information (or other information that is a prerequisite to the Servicer being able to provide such information) to the Servicer and the Manager pursuant to the interim servicing and asset management support obligation set forth in Section 3.3 of the Contribution Agreement and the Initial Member fails to timely deliver such information to the Servicer and the Manager. (f) The Servicer shall deliver, and shall cause each Subservicer to deliver, to the Manager, on or before March 10th of each year, or such other day as the Manager and the Servicer may agree, commencing in the year 2011, an annual officer’s certificate stating, as to the signer thereof, that (i) a review of such party’s activities during the preceding calendar year (or other applicable period as set forth below in this Section 5.2(f)) and of its performance under this Agreement (or, as applicable, any Subservicing Agreement) has been made under such officer’s supervision, and (ii) to the best of such officer’s knowledge and belief, based on such review, such party has fulfilled all of its obligations under this Agreement (or, as applicable, any Subservicing Agreement) in all material respects throughout such year or portion thereof or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure and the nature and status thereof. The first such officer’s certificate shall, with respect to any Loan, shall cover the period commencing on the Servicing Transfer Date and continuing through the end of the 2010 calendar year. In the event any Subservicer was terminated, resigned or otherwise performed in such capacity for only part of a year (or other applicable period, as the case may be, with respect to the period commencing, with respect to any Loan, on the Servicing Transfer Date through the end of the 2010 calendar year), such party shall provide an officer’s certificate pursuant to this Section 5.2 with respect to such portion of the year (or other applicable period). (g) On or before March 10th of each year, or such other day as the Manager and the Servicer agree, commencing in the year 2011, the Servicer shall, or shall cause each applicable Subservicer to, provide to the Manager (and/or to such other Person as the Manager may direct) the annual reports (including the independent accountant report) for the prior year (or other applicable period as set forth below) required under Section 1122 of Regulation AB (regardless of whether any such requirements apply, by their terms, only to companies registered or required to file reports with the Securities and Exchange Commission) with respect to the relevant servicing criteria provisions of Section 1122(d)(1) of Regulation AB that are applicable to the servicing being conducted under this Agreement pursuant to Section 4.5 above. The first such reports shall cover the period commencing on the Effective Date (and for each Loan, covering the period from the applicable Servicing Transfer Date) and continuing through the end of the 2010 calendar year. (h) In connection with the Manager’s obligations under the LLC Operating Agreement to prepare, review and periodically update Business Plans and Consolidated Business Plans, the Servicer shall prepare and deliver to the Manager, and thereafter periodically update, such Business Plans and Consolidated Business Plans, or relevant portions thereof or information to be included therein, in each case to the extent set forth and required pursuant to Schedule 7 hereto as the same may be amended from time to time by the Manager and the Servicer without the consent of the Initial Member (the “Business Plan Schedule”). Upon reasonable notice by the Initial Member, the Purchase Money Notes Guarantor or the Manager, the Servicer shall make its personnel who are familiar with the Business Plans and Consolidated Business Plans (or relevant portions thereof) available during normal business hours for the purposes of discussing such Business Plans and Consolidated Business Plans with representatives of the Initial Member, the Purchase Money Notes Guarantor and/or the Manager and responding to questions therefrom.

Reporting, Books and Records and Compliance Covenants. The Servicer covenants to the Manager as follows: (a) The Servicer shall will be responsible for submitting all Internal Revenue Service information returns related to each Loan Asset for all applicable periods commencing with the Servicing Transfer Date with respect thereto (or, if later, the Effective Date). Information returns include reports on Forms 1098 and 1099 and any other reports required by Law. The Servicer shall will be responsible for submitting all information returns required under applicable Law of any foreign Governmental Authority, to the extent such are required to be filed by the Company under such Law, relating to the LoansAssets, for the calendar or tax year in which the Effective Date falls and thereafter. (bi) The Servicer shall must cause to be kept and maintained, at all times, at the Servicer’s principal place of businessbusiness (which must at all times be in the continental United States), a complete and accurate set of files, books and records (including records transferred by the Manager to the Servicer) regarding the Loans Assets and the Underlying Collateral, and the Company’s and the relevant secured parties’ interests in the Loans Assets and the Underlying Collateral, including records relating to the Collection Account, the Working Capital Reserve Account, the Escrow Company Accounts and (including any Other Company Accounts maintained in connection with the LoansAssets), the Escrow Accounts, Servicer Advances, Funding Draws and other Draws, Working Capital Expense Expenses, Permitted Capital Improvement Expenses and collection and remittance of Loan ProceedsAsset Proceeds and all other amounts disbursed from any Company Account. The books of account shall will be maintained in a manner that provides sufficient assurance thatassurance: (aA) that transactions of the Company are executed in accordance with with, and only in accordance with, the general or specific authorization of the Manager consistent with the provisions of the LLC Operating Agreement; and (bB) that transactions of the Company are recorded in such form and manner as will: will (ix) permit preparation of federal, state and local income and franchise tax Tax returns and information returns in accordance with the LLC Operating Agreement and as required by Law; , (iiy) permit preparation of the Company’s financial statements in accordance with GAAP and as otherwise set forth in the LLC Operating Agreement, and (z) maintain accountability for the Company’s assets; (C) regarding the prevention or timely detection of any unauthorized, and non-de minimis, acquisition, use or disposition of assets of the Company or any Ownership Entity; and (D) that any material information regarding the business or affairs of the Company is accumulated, recorded, processed, summarized and reported to the Manager in a timely manner. For purposes of the preceding sentence “transactions of the Company” include (without limitation) all transfers of funds out of, into, or between, Accounts (to the extent that the Company has discretion with respect thereto), and the making of any sale or other Disposition of an Asset. (ii) without limiting the generality of Section 5.2(b)(i), the obligation to cause to be kept and maintained a complete and accurate set of records as set forth in Section 5.2(b)(i) in any event must at all times include the obligation to cause each of the following to be maintained: (A)(x) accurate records reflecting the status of ground rents, Taxes, assessments, water rates, sewer rents, and other charges which are or may become a Lien upon the Mortgaged Property (or any other Collateral) and the status of fire and hazard insurance coverage and all bills for the payment of such charges (including renewal premiums), and (y) accurate records, in reasonable detail, of all determinations as to whether (or not) to pay any of the foregoing on behalf of any Borrower, and the basis (and back-up documentation) for such determinations, (B) accurate records, in reasonable detail, of the results of site inspections of any Mortgaged Property or Acquired REO Property, (C) accurate records, in reasonable detail, of all determinations as to whether (or not) to transfer (or cause to be transferred) funds out of, into, or between, Accounts (to the extent that the Manager has discretion with respect thereto), and the basis (and back-up documentation) for all such determinations, (D) accurate records, in reasonable detail, of all determinations as to whether (or not) to effect any proposed sale or other Disposition of an Asset, and the basis (and back-up documentation) of such determination, and (E) accurate records, in reasonable detail, of all other determinations that are material to the Company. (c) The Servicer must cause all books and records required at any time to be kept or maintained pursuant to Section 5.2(b) to be and remain property of the Company (and hereby acknowledges and agrees that the same will at all times be property of the Company), and to be maintained and retained until the date that is the later of six years after the Closing Date and three years after the Final Distribution, which date will be established by notice to such effect to the Servicer by the Manager. All such books and records (including any such books and records maintained by a Subservicer or any JDC Contractor engaged by or through the Servicer, and to the extent holding or relating to such books and records, any servicing system maintained by such Person) must be available during such period for inspection by the Manager, the FDIC and the Initial Member (and their respective representatives, including any applicable Governmental Authority) at all reasonable times during business hours on any Business Days (or, in the case of any such inspection after the term hereof, at such other location as is provided by notice to the Manager, the FDIC and the Initial Member, as applicable), in each instance upon not less than two Business Days’ prior notice to the Servicer. Upon request by the Manager, the Servicer, at the sole cost and expense of the Manager, must promptly send copies (the number of copies of which must be reasonable) of such books and records to the Manager. The Servicer must (and must cause each Subservicer and JDC Contractor to) provide the Manager with reasonable advance notice of the Servicer’s (or any such Subservicer’s or JDC Contractor’s) intention to destroy or dispose of any documents or files relating to the Assets and, upon the request of the Manager, will allow the Manager, at its own expense, to recover the same from the Servicer (or such Subservicer or JDC Contractor). (d) The covenants set forth in Section 5.2(b) and (c) above to maintain a complete and accurate set of records (i) encompass all files in the Servicer’s (or any Subservicer’s or JDC Contractor’s) custody, possession or control pertaining to the Assets and the Collateral, including (except as required to be held by the Custodian pursuant to the Custodial and Paying Agency Agreement) all original and other documentation (or, to the extent any original documentation must be given to any other Person, copies of such original documentation) pertaining to the Assets and the Collateral, all documentation relating to items of income and expense pertaining to the Assets and the Collateral, and all of the Servicer’s (and any Subservicer’s and any JDC Contractor’s) internal memoranda pertaining to the Assets and the Collateral, and (ii) will survive the dissolution and termination of the Company, for the remainder, if any, of the period specified in the first sentence of Section 5.2(c) above. (e) The Servicer will cause to be furnished to the Manager, each month on the Specified Date, commencing with March 2024 (or such other date as may be set forth in the Servicing Obligations), a monthly electronic report on the Assets and Collateral containing such information and substantially in the form set forth on Schedule 4 as the same may be amended from time to time by the Manager (without the consent of the Initial Member) and the Servicer (the “Electronic Report”). The Electronic Report will include, but not be limited to, the information required for the Manager to prepare, in accordance with the LLC Operating Agreement, the Cash Flow and Distribution Report, the Monthly Report, the Loan Performance Report, and such other reports and information as the Manager reasonably requires, to the extent such information is reasonably available to the Servicer (or any Subservicer or JDC Contractor). Notwithstanding the above, with respect to any period prior to the applicable Servicing Transfer Date, the applicable Electronic Reports may exclude certain of the information otherwise required to be included therein if and to the extent the Initial Member (or the Transferor) is obligated to provide such information (or other information that is a prerequisite to the Servicer being able to provide such information) to the Servicer and the Manager pursuant to the interim servicing and asset management support obligation set forth in Section 3.3 of the Transfer Agreement and the Initial Member (or the Transferor) fails to timely deliver such information to the Servicer and the Manager. (f) The Servicer will deliver, and will cause each Subservicer to deliver, to the Manager and the Initial Member, on or before March 10 of each year, or such other day as the Manager and the Servicer may agree, commencing in the year 2025, an annual officer’s certificate stating, as to the signer thereof, that (i) a review of such party’s activities during the preceding Fiscal Year (or other applicable period as set forth below in this Section 5.2(f)) and of its performance under this Agreement (or, as applicable, any Subservicing Agreement) has been made under such officer’s supervision, and (ii) to the best of such officer’s knowledge and belief, based on such review, such party has fulfilled all of its obligations under this Agreement (or, as applicable, any Subservicing Agreement) in all material respects throughout such year (or other applicable period as set forth below in this Section 5.2(f)), if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure and the nature and status thereof. The first such officer’s certificate will, with respect to any Asset, cover the period commencing on the Servicing Transfer Date and continuing through the end of the 2024 Fiscal Year. In the event the Servicer or any Subservicer has been terminated, resigned or otherwise performed in such capacity for only part of a year (or other applicable period, as the case may be, with respect to the period commencing, with respect to any Asset, on the Servicing Transfer Date through the end of the 2024 Fiscal Year), such party will provide an officer’s certificate pursuant to this Section 5.2 with respect to such portion of the year (or other applicable period). In the event the Servicer or any such Subservicer has engaged a JDC Contractor, each such officer’s certificate pursuant to this Section 5.2 must cover, or otherwise be accompanied by a separate such officer certificate from, the JDC Contractor (including in respect of its applicable Assignment of JDC Agreement). (g) On or before March 10 of each year, or such other day as the Manager and the Servicer agree, commencing in the year 2025, the Servicer will, and will cause each Subservicer to, provide to the Manager, and the Initial Member (and to such other Person as the Manager may direct) a report prepared by a nationally recognized firm of independent certified public accountants to the effect that, with respect to the prior Fiscal Year (or other applicable period as set forth below), such firm has examined certain records and documents relating to compliance with the servicing requirements in this Agreement and that, on the basis of such examination conducted substantially in compliance with either the Uniform Single Attestation Program for Mortgage Bankers or item 1122 of Regulation AB, such firm is of the opinion that the Servicer or applicable Subservicer’s activities have been conducted in compliance with this Agreement (including, to the extent applicable pursuant to Section 4.6 above, Regulation AB), or that such examination has disclosed no material items of noncompliance except for (i) such exceptions as such firm believes to be immaterial, and (ii) such other exceptions as are set forth in the report. The first such reports will cover the period commencing on the Effective Date (and for each Asset, covering the period from the applicable Servicing Transfer Date) and continuing through the end of the 2024 Fiscal Year. (h) In connection with the Manager’s obligations under the LLC Operating Agreement to prepare, review and periodically update Business Plans, Strategic Plan Reports and Critical Strategy Resolution Business Plans, the Servicer must prepare and deliver to the Manager, and thereafter periodically update, such Business Plans, Strategic Plan Reports and Critical Strategy Resolution Business Plans, or relevant portions thereof or information to be included therein, in each case to the extent set forth and required pursuant to Schedule 6 hereto as the same may be amended from time to time by the Manager and the provisions Servicer without the consent of the reports required Initial Member (the “Business Plan Schedule”). Upon reasonable notice by the Initial Member or the Manager, the Servicer must make its (and each applicable Subservicer’s and JDC Contractor’s) personnel who are familiar with the Business Plans, Strategic Plan Reports or Critical Strategy Resolution Business Plans (or relevant portions thereof), as applicable, available during normal business hours for the purposes of discussing such Business Plans with representatives of the Initial Member and/or the Manager and responding to be provided thereunder; andquestions therefrom.

Reporting, Books and Records and Compliance Covenants. The Servicer covenants to the Manager Company as follows: (a) The Servicer shall be responsible for submitting all Internal Revenue Service information returns related to each Loan the Loans for all applicable periods commencing with the Servicing Transfer Date with respect thereto (or, if later, the Effective Date). Information returns include reports on Forms 1098 and 1099 and any other reports required by Law. The Servicer shall be responsible for submitting all information returns required under applicable Law of any foreign Governmental Authority, to the extent such are required to be filed by the Company under such Law, relating to the Loans, for the calendar or tax year in which the Effective Date falls and thereafter. (b) The Servicer shall cause to be kept and maintainedmaintained (including by any Subservicer and including records transferred by the Company to the Servicer), at all times, at the Servicer’s principal place of business, a complete and accurate set of files, books and records (including records transferred by the Manager to the Servicer) regarding the Loans and the Underlying Collateral, and the Company’s interests in the Loans and the Underlying Collateral, including records relating to the Collection Account, the Working Capital Reserve Account, the Escrow Accounts and any Other Accounts other accounts maintained in connection with the Loans, Loans and Servicer Advances. (c) The Servicer shall cause all such books and records to be maintained and retained until the date that is the later of ten (10) years after the Effective Date of this Agreement or three (3) years after the date on which the final Loan Proceeds are distributed to the Company, Funding Draws which date shall be established by notice to the Servicer from the Company. All such books and records shall be available during such period for inspection by the Company and the Participant (and their representatives, including any applicable Government Authority) at all reasonable times during business hours on any Business Days (or, in the case of any such inspection after the term hereof, at such other location as is provided by notice to the Company or the Participant, as applicable), in each instance upon two (2) Business Days’ prior notice to the Servicer. Upon request by the Company, the Servicer, at the sole cost and expense of the Company, shall promptly send copies (the number of copies of which shall be reasonable) of such books and records to the Company. The Servicer shall provide the Company with reasonable advance notice of the Servicer’s intention to destroy or dispose of any documents or files relating to the Loans and, upon the request of the Company, shall allow the Company, at its own expense, to recover the same from the Servicer. The Servicer shall also maintain complete and accurate records reflecting the status of taxes, ground rents and other Working Capital Expense recurring charges generally accepted by the mortgage servicing industry, which would become a Lien on the security property. (d) The covenants set forth in Section 5.02(b) and collection (c) above to maintain a complete and remittance accurate set of Loan Proceeds. The books records shall encompass all files in the Servicer’s custody, possession or control pertaining to the Loans and the Collateral, including all original and other documentation pertaining to the Loans and the Collateral, all documentation relating to items of account shall be maintained in a manner that provides sufficient assurance that: (a) transactions are executed in accordance with income and expense pertaining to the general or specific authorization Loans and the Collateral, and all of the Manager consistent with Servicer’s (and Subservicer’s) internal memoranda pertaining to the provisions of Loans and the LLC Operating Agreement; Collateral. (e) The Servicer shall cause to be furnished to the Company, each month on the Servicer Remittance Date, commencing the first month following the Servicing Transfer Date, a monthly Electronic Report on the Loans and (b) transactions of Collateral containing such information and substantially in the form set forth on Schedule 4, as the same may be amended from time to time by the Company are recorded and the Servicer without the Participant’s consent. (f) The Servicer shall deliver, and shall cause each Subservicer to deliver to the Company, on or before March 10th of each year, or such other day as the Company and the Servicer may agree, commencing in such form and manner the year 2010, an officer’s certificate stating, as will: to the signer thereof, that (i) permit preparation a review of federalsuch party’s activities during the preceding calendar year (or portion thereof) and of its performance under this Agreement (or, state as applicable, any Subservicing Agreement) has been made under such officer’s supervision, and local income and franchise tax returns and information returns in accordance with the LLC Operating Agreement and as required by Law; (ii) permit preparation to the best of such officer’s knowledge and belief, based on such review, such party has fulfilled all of its obligations under this Agreement (or, as applicable, any Subservicing Agreement) in all material respects throughout such year or portion thereof or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure and the nature and status thereof. In the event any Subservicer was terminated, resigned or otherwise performed in such capacity for only part of a year, such party shall provide such annual compliance certificate with respect to such portion of the Company’s financial statements in accordance with GAAP year. (g) On or before March 10th of each year, or such other day as the Company and the LLC Operating Servicer agree, commencing in the year 2010, the Servicer shall cause each Subservicer, each at its own expense or the expense of the Servicer, to provide a report on an assessment of compliance with the servicing requirements in this Agreement that contains (i) a statement by such party of its responsibility for assessing compliance with such servicing requirements, (ii) a statement that such party used such servicing requirements to assess compliance with such servicing requirements, and (iii) such party’s assessment of compliance with such servicing requirements for the preceding calendar year, including if there has been any material instance of noncompliance with such servicing requirements, a discussion of each such failure and the provisions of nature and status thereof and Servicer shall simultaneously deliver the reports required annual compliance report to be provided thereunder; andthe Company.

Reporting, Books and Records and Compliance Covenants. The Servicer covenants to the Manager Company as follows: (a) The Servicer shall be responsible for submitting all Internal Revenue Service information returns related to each Loan the Loans for all applicable periods commencing with the Servicing Transfer Date with respect thereto (or, if later, the Effective Date). Information returns include reports on Forms 1098 and 1099 and any other reports required by Law. The Servicer shall be responsible for submitting all information returns required under applicable Law of any foreign Governmental Authority, to the extent such are required to be filed by the Company under such Law, relating to the Loans, for the calendar or tax year in which the Effective Date falls and thereafter. (b) The Servicer shall cause to be kept and maintainedmaintained (including by any Subservicer and including records transferred by the Company to the Servicer), at all times, at the Servicer’s principal place of business, a complete and accurate set of files, books and records (including records transferred by the Manager to the Servicer) regarding the Loans and the Underlying Collateral, and the Company’s interests in the Loans and the Underlying Collateral, including records relating to the Collection Account, the Working Capital Reserve Account, the Escrow Accounts LIP Account and any Other Accounts maintained in connection with the Loans, Loans and Servicer Advances. (c) The Servicer shall cause all such books and records to be maintained and retained until the date that is the later of ten (10) years after the Effective Date of this Agreement or three (3) years after the date on which the final Loan Proceeds are distributed to the Company, Funding Draws which date shall be established by notice to the Servicer from the Company. All such books and records shall be available during such period for inspection by the Company and the Participant (and their representatives, including any applicable Governmental Authority) at all reasonable times during business hours on any Business Days (or, in the case of any such inspection after the term hereof, at such other location as is provided by notice to the Company and the Participant, as applicable), in each instance upon two (2) Business Days’ prior notice to the Servicer. Upon request by the Company, the Servicer, at the sole cost and expense of the Company, shall promptly send copies (the number of copies of which shall be reasonable) of such books and records to the Company. The Servicer shall provide the Company with reasonable advance notice of the Servicer’s intention to destroy or dispose of any documents or files relating to the Loans and, upon the request of the Company, shall allow the Company, at its own expense, to recover the same from the Servicer. The Servicer shall also maintain complete and accurate records reflecting the status of taxes, ground rents and other Working Capital Expense recurring charges generally accepted by the mortgage servicing industry, which would become a Lien on the security property. (d) The covenants set forth in Section 5.02(b) and collection (c) above to maintain a complete and remittance accurate set of Loan Proceeds. The books records shall encompass all files in the Servicer’s custody, possession or control pertaining to the Loans and the Collateral, including all original and other documentation pertaining to the Loans and the Collateral, all documentation relating to items of account shall be maintained in a manner that provides sufficient assurance that: (a) transactions are executed in accordance with income and expense pertaining to the general or specific authorization Loans and the Collateral, and all of the Manager consistent with Servicer’s (and Subservicer’s) internal memoranda pertaining to the provisions of Loans and the LLC Operating Agreement; Collateral. (e) The Servicer shall cause to be furnished to the Company, each month on the Servicer Remittance Date, commencing the first month following the Servicing Transfer Date, a monthly Electronic Report on the Loans and (b) transactions of Collateral containing such information and substantially in the form set forth on Schedule 4, as the same may be amended from time to time by the Company are recorded and the Servicer without the Participant’s consent. (f) The Servicer shall deliver, and shall cause each Subservicer to deliver to the Company, on or before March 10th of each year, or such other day as the Company and the Servicer may agree, commencing in such form and manner the year 2010, an officer’s certificate stating, as will: to the signer thereof, that (i) permit preparation a review of federalsuch party’s activities during the preceding calendar year (or portion thereof) and of its performance under this Agreement (or, state as applicable, any Subservicing Agreement) has been made under such officer’s supervision, and local income and franchise tax returns and information returns in accordance with the LLC Operating Agreement and as required by Law; (ii) permit preparation to the best of such officer’s knowledge and belief, based on such review, such party has fulfilled all of its obligations under this Agreement (or, as applicable, any Subservicing Agreement) in all material respects throughout such year or portion thereof or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure and the nature and status thereof. In the event any Subservicer was terminated, resigned or otherwise performed in such capacity for only part of a year, such party shall provide such annual compliance certificate with respect to such portion of the year. (g) On or before March 10th of each year, or such other day as the Company and the Servicer agree, commencing in the year 2010, the Servicer shall, and shall cause each Subservicer to, each at its own expense or the expense of the Company’s financial statements , provide a report prepared by a nationally recognized firm of independent certified public accountants to the effect that, with respect to the most recently ended fiscal year, such firm has examined certain records and documents relating to compliance with the servicing requirements in accordance with GAAP and the LLC Operating this Agreement and that, on the provisions basis of such examination conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers , such firm is of the reports required opinion that the Servicer (or Subservicer’s) activities have been conducted in compliance with this Agreement (including, to the extent applicable, Regulation AB), or that such examination has disclosed no material items of noncompliance except for (i) such exceptions as such firm believes to be provided thereunder; andimmaterial, and (ii) such other exceptions as are set forth in the report.

Reporting, Books and Records and Compliance Covenants. The Servicer covenants to the Manager as follows: (a) The Servicer shall be responsible for submitting all Internal Revenue Service information returns related to each Loan Asset for all applicable periods commencing with the Servicing Transfer Date with respect thereto (or, if later, the Effective Date). Information returns include reports on Forms 1098 and 1099 and any other reports required by Law. The Servicer shall be responsible for submitting all information returns required under applicable Law of any foreign Governmental Authority, to the extent such are required to be filed by the Company under such Law, relating to the LoansAssets, for the calendar or tax year in which the Effective Date falls and thereafter. (b) The Servicer shall cause to be kept and maintained, at all times, at the Servicer’s principal place of business, a complete and accurate set of files, books and records (including records transferred by the Manager to the Servicer) regarding the Loans Assets and the Underlying Collateral, and the Company’s and the relevant secured parties’ interests in the Loans Assets and the Underlying Collateral, including records relating to the Collection Account, the Working Capital Reserve Account, the Company Development Account, the Escrow Accounts and Accounts, any Other Accounts maintained in connection with the LoansAssets and any accounts(s) created under the Advance Facility, Servicer Advances, Funding Draws and other Working Capital Expense Advances and collection and remittance of Loan Asset Proceeds. The books of account shall be maintained in a manner that provides sufficient assurance that: (ai) transactions of the Company are executed in accordance with the general or specific authorization of the Manager consistent with the provisions of the LLC Operating Agreement; and (bii) transactions of the Company are recorded in such form and manner as will: (iA) permit preparation of federal, state and local income and franchise tax returns and information returns in accordance with the LLC Operating Agreement and as required by Law; (iiB) permit preparation of the Company’s financial statements in accordance with GAAP and the LLC Operating Agreement and the provisions of the reports required to be provided thereunder; and (C) maintain accountability for the Company’s assets. (c) The Servicer shall cause all such books and records to be maintained and retained until the date that is the later of ten (10) years after the Closing Date and three (3) years after the date on which the Final Distribution is made, which date shall be notified to the Servicer by the Manager. All such books and records shall be available during such period for inspection by the Manager, the FDIC, the Purchase Money Notes Guarantor, the NGPMN Agent, the Advance Lender and the Initial Member (and their respective representatives, including any applicable Governmental Authority) at all reasonable times during business hours on any Business Days (or, in the case of any such inspection after the term hereof, at such other location as is provided by notice to the Manager, the FDIC, the Purchase Money Notes Guarantor, the NGPMN Agent, the Advance Lender and the Initial Member, as applicable), in each instance upon not less than two (2) Business Days’ prior notice to the Servicer. Upon request by the Manager, the Servicer, at the sole cost and expense of the Manager, shall promptly send copies (the number of copies of which shall be reasonable) of such books and records to the Manager. The Servicer shall provide the Manager with reasonable advance notice of the Servicer’s intention to destroy or dispose of any documents or files relating to the Assets and, upon the request of the Manager, shall allow the Manager, at its own expense, to recover the same from the Servicer. The Servicer shall also maintain complete and accurate records reflecting the status of taxes, ground rents and other recurring charges which could become a Lien on any Collateral. (d) The covenants set forth in Section 5.2(b) and (c) above to maintain a complete and accurate set of records shall encompass all files in the Servicer’s custody, possession or control pertaining to the Assets and the Collateral, including (except as required to be held by the Custodian pursuant to the Custodial and Paying Agency Agreement) all original and other documentation pertaining to the Assets and the Collateral, all documentation relating to items of income and expense pertaining to the Assets and the Collateral, and all of the Servicer’s (and any Subservicer’s) internal memoranda pertaining to the Assets and the Collateral. (e) The Servicer shall cause to be furnished to the Manager, each month on the Specified Date, commencing with September 10, 2010 (or such other date as may be set forth in the Servicing Obligations), a monthly electronic report on the Assets and Collateral containing such information and substantially in the form set forth on Schedule 4 as the same may be amended from time to time by the Manager (without the consent of the Initial Member) and the Servicer (the “Electronic Report”). The Electronic Report shall include, but not be limited to, the information required for the Manager to prepare, in accordance with the LLC Operating Agreement, the Distribution Date Report and the Monthly Report, and such other reports and information as the Manager shall reasonably require, to the extent such information is reasonably available to the Servicer. Notwithstanding the above, with respect to any period prior to the applicable Servicing Transfer Date, the applicable Electronic Reports may exclude certain of the information otherwise required to be included therein if and to the extent the Initial Member is obligated to provide such information (or other information that is a prerequisite to the Servicer being able to provide such information) to the Servicer and the Manager pursuant to the interim servicing and asset management support obligation set forth in Section 3.3 of the Contribution Agreement and the Initial Member fails to timely deliver such information to the Servicer and the Manager. (f) The Servicer shall deliver, and shall cause each Subservicer to deliver, to the Manager and each Required Consenting Party, on or before March 1 of each year, or such other day as the Manager and the Servicer may agree, commencing in the year 2011, an annual officer’s certificate stating, as to the signer thereof, that (i) a review of such party’s activities during the preceding Fiscal Year (or other applicable period as set forth below in this Section 5.2(f)) and of its performance under this Agreement (or, as applicable, any Subservicing Agreement) has been made under such officer’s supervision, and (ii) to the best of such officer’s knowledge and belief, based on such review, such party has fulfilled all of its obligations under this Agreement (or, as applicable, any Subservicing Agreement) in all material respects throughout such year (or other applicable period as set forth below in this Section 5.2(f)), if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure and the nature and status thereof. The first such officer’s certificate shall, with respect to any Asset, shall cover the period commencing on the Servicing Transfer Date and continuing through the end of the 2010 Fiscal Year. In the event the Servicer or any Subservicer has been terminated, resigned or otherwise performed in such capacity for only part of a year (or other applicable period, as the case may be, with respect to the period commencing, with respect to any Asset, on the Servicing Transfer Date through the end of the 2010 Fiscal Year), such party shall provide an officer’s certificate pursuant to this Section 5.2 with respect to such portion of the year (or other applicable period). (g) On or before March 31 of each year, or such other day as the Manager and the Servicer agree, commencing in the year 2011, the Servicer shall, and shall cause each applicable Subservicer to, provide to the Manager and each Required Consenting Party (and/or to such other Person as the Manager may direct) the annual reports (including the independent accountant report) for the prior Fiscal Year (or other applicable period as set forth below) required under Section 1122 of Regulation AB (regardless of whether any such requirements apply, by their terms, only to companies registered or required to file reports with the Securities and Exchange Commission) with respect to the relevant servicing criteria provisions of Section 1122(d)(1) of Regulation AB that are applicable to the servicing being conducted under this Agreement pursuant to Section 4.5 above. The first such reports shall cover the period commencing on the Effective Date (and for each Asset, covering the period from the applicable Servicing Transfer Date) and continuing through the end of the 2010 Fiscal Year. (h) In connection with the Manager’s obligations under the LLC Operating Agreement to prepare, review and periodically update Asset Level Business Plans and Consolidated Business Plans, the Servicer shall prepare and deliver to the Manager, and thereafter periodically update, such Asset Level Business Plans and Consolidated Business Plans, or relevant portions thereof or information to be included therein, in each case to the extent set forth and required pursuant to Schedule 6 hereto as the same may be amended from time to time by the Manager and the Servicer without the consent of the Initial Member (the “Business Plan Schedule”). Upon reasonable notice by any Required Consenting Party or the Manager, the Servicer shall make its personnel who are familiar with the Asset Level Business Plans and Consolidated Business Plans (or relevant portions thereof) available during normal business hours for the purposes of discussing such Asset Level Business Plans and Consolidated Business Plans with representatives of such Required Consenting Party and/or the Manager and responding to questions therefrom.

Reporting, Books and Records and Compliance Covenants. The Servicer covenants to the Manager as follows: (a) The Servicer shall will be responsible for submitting all Internal Revenue Service information returns related to each Loan Asset for all applicable periods commencing with the Servicing Transfer Date with respect thereto (or, if later, the Effective Date). Information returns include reports on Forms 1098 and 1099 and any other reports required by Law. The Servicer shall will be responsible for submitting all information returns required under applicable Law of any foreign Governmental Authority, to the extent such are required to be filed by the Company under such Law, relating to the LoansAssets, for the calendar or tax year in which the Effective Date falls and thereafter. (bi) The Servicer shall must cause to be kept and maintained, at all times, at the Servicer’s principal place of businessbusiness (which must at all times be in the continental United States), a complete and accurate set of files, books and records (including records transferred by the Manager to the Servicer) ), or if a Subservicer is retained, complete and accurate duplicate copies thereof, regarding the Loans Assets and the Underlying Collateral, and the Company’s and the relevant secured parties’ interests in the Loans Assets and the Underlying Collateral, including records relating to the Collection Account, the Working Capital Reserve Account, the Escrow Company Accounts and (including any Other Company Accounts maintained in connection with the LoansAssets), the Escrow Accounts, Servicer Advances, Funding Draws and other Draws, Working Capital Expense Expenses and collection and remittance of Loan ProceedsAsset Proceeds and all other amounts disbursed from any Company Account. The books of account shall will be maintained in a manner that provides sufficient assurance thatassurance: (aA) that transactions of the Company are executed in accordance with with, and only in accordance with, the general or specific authorization of the Manager consistent with the provisions of the LLC Operating Agreement; and (bB) that transactions of the Company are recorded in such form and manner as will: will (ix) permit preparation of federal, state and local income and franchise tax Tax returns and information returns in accordance with the LLC Operating Agreement and as required by Law; , (iiy) permit preparation of the Company’s financial statements in accordance with GAAP and as otherwise set forth in the LLC Operating Agreement Agreement, and (z) maintain accountability for the provisions Company’s assets; (C) regarding the prevention or timely detection of any unauthorized, and non- de minimis, acquisition, use or disposition of assets of the reports required to be provided thereunderCompany or any Ownership Entity; and

Reporting, Books and Records and Compliance Covenants. The Servicer covenants to the Manager as follows: (a) The Servicer shall be responsible for submitting all Internal Revenue Service information returns related to each Mortgage Loan for all applicable periods commencing with the Servicing Transfer Date with respect thereto (or, if later, the Effective Date). Information returns include reports on Forms 1098 and 1099 and any other reports required by Law. The Servicer shall be responsible for submitting all information returns required under applicable Law of any foreign Governmental Authority, to the extent such are required to be filed by the Company under such Law, relating to the Mortgage Loans, for the calendar or tax year in which the Effective Date falls and thereafter. (b) The Servicer shall cause to be kept and maintained, at all times, at the Servicer’s principal place of business, a complete and accurate set of files, books and records (including records transferred by the Manager to the Servicer) regarding the Mortgage Loans and the Underlying Collateral, and the Company’s interests in the Mortgage Loans and the Underlying Collateral, including records relating to the Collection Account, the Working Capital Liquidity Account, the Special Reserve Account, the Escrow Accounts and any Other Accounts maintained in connection with the Mortgage Loans, Servicer Advances, Funding Draws and other Working Capital Expense Operating Expenses and collection and remittance of Mortgage Loan Proceeds. The books of account shall be maintained in a manner that provides sufficient assurance that: (a) transactions are executed in accordance with the general or specific authorization of the Manager consistent with the provisions of the LLC Operating Agreement; and (b) transactions of the Company are recorded in such form and manner as will: (i) permit preparation of federal, state and local income and franchise tax returns and information returns in accordance with the LLC Operating Agreement and as required by Law; (ii) permit preparation of the Company’s financial statements in accordance with GAAP and the LLC Operating Agreement and the provisions of the reports required to be provided thereunder; and (iii) maintain accountability for the Company’s assets. (c) The Servicer shall cause all such books and records to be maintained and retained until the date that is the later of ten (10) years after the Closing Date and three (3) years after the date on which the final Mortgage Loan Proceeds are distributed to the Company, which date shall be established by notice to the Servicer from the Manager. All such books and records shall be available during such period for inspection by the Manager, the FDIC, the Purchase Money Note Guarantor, and the Initial Member (and their respective representatives, including any applicable Governmental Authority) at all reasonable times during business hours on any Business Days (or, in the case of any such inspection after the term hereof, at such other location as is provided by notice to the Manager, the FDIC,the Purchase Money Note Guarantor and the Initial Member, as applicable), in each instance upon not less than two (2) Business Days’ prior notice to the Servicer. Upon request by the Manager, the Servicer, at the sole cost and expense of the Manager, shall promptly send copies (the number of copies of which shall be reasonable) of such books and records to the Manager. The Servicer shall provide the Manager with reasonable advance notice of the Servicer’s intention to destroy or dispose of any documents or files relating to the Mortgage Loans and, upon the request of the Manager, shall allow the Manager, at its own expense, to recover the same from the Servicer. The Servicer shall also maintain complete and accurate records reflecting the status of taxes, ground rents and other recurring charges which could become a Lien on any Underlying Collateral. (d) The covenants set forth in Section 5.2(b) and (c) above to maintain a complete and accurate set of records shall encompass all files in the Servicer’s custody, possession or control pertaining to the Mortgage Loans and the Underlying Collateral, including (except as required to be held by the Custodian pursuant to the Custodial and Paying Agency Agreement) all original and other documentation pertaining to the Mortgage Loans and the Underlying Collateral, all documentation relating to items of income and expense pertaining to the Mortgage Loans and the Underlying Collateral, and all of the Servicer’s (and any Subservicer’s) internal memoranda pertaining to the Mortgage Loans and the Underlying Collateral. (e) The Servicer shall cause to be furnished to the Manager, each month on the Specified Date, commencing the first month following the Effective Date, a monthly Electronic Report on the Mortgage Loans and Underlying Collateral containing such information and substantially in the form set forth on Schedule 4 as the same may be amended from time to time by the Manager (without the consent of the Initial Member) and the Servicer (the “Electronic Report”). The Electronic Report shall include, but not be limited to, the information required for the Manager to prepare, in accordance with the LLC Operating Agreement, the “Distribution Date Report” and the “Monthly Report” (each as defined in the LLC Operating Agreement), and such other reports and information as the Manager shall reasonably require, to the extent such information is reasonably available to the Servicer. Notwithstanding the above, with respect to any period prior to the applicable Servicing Transfer Date, the applicable Electronic Reports may exclude certain of the information otherwise required to be included therein if and to the extent the Initial Member is obligated to provide such information (or other information that is a prerequisite to the Servicer being able to provide such information) to the Servicer and the Manager pursuant to the interim servicing and asset management support obligation set forth in Section 4.1 of the Contribution Agreement and the Initial Member fails to timely deliver such information to the Servicer and the Manager. (f) The Servicer shall deliver, and shall cause each Subservicer to deliver, to the Manager, on or before March 10th of each year, or such other day as the Manager and the Servicer may agree, commencing in the year 2011, an annual officer’s certificate stating, as to the signer thereof, that (i) a review of such party’s activities during the preceding calendar year (or other applicable period as set forth below in this Section 5.2(f)) and of its performance under this Agreement (or, as applicable, any Subservicing Agreement) has been made under such officer’s supervision, and (ii) to the best of such officer’s knowledge and belief, based on such review, such party has fulfilled all of its obligations under this Agreement (or, as applicable, any Subservicing Agreement) in all material respects throughout such year or portion thereof or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure and the nature and status thereof. The first such officer’s certificate shall, with respect to any Mortgage Loan, shall cover the period commencing on the Servicing Transfer Date and continuing through the end of the 2010 calendar year. In the event any Subservicer was terminated, resigned or otherwise performed in such capacity for only part of a year (or other applicable period, as the case may be, with respect to the period commencing, with respect to any Mortgage Loan, on the Servicing Transfer Date through the end of the 2010 calendar year), such party shall provide an officer’s certificate pursuant to this Section 5.2 with respect to such portion of the year (or other applicable period). (g) On or before March 10th of each year, or such other day as the Manager and the Servicer agree, commencing in the year 2011, the Servicer shall, or shall cause each applicable Subservicer to, provide to the Manager (and/or to such other Person as the Manager may direct) at the Servicer’s or such Subservicer’s expense the annual reports (including the independent accountant report) for the prior year (or other applicable period as set forth below) required under Section 1122 of Regulation AB (regardless of whether any such requirements apply, by their terms, only to companies registered or required to file reports with the Securities and Exchange Commission) with respect to the relevant servicing criteria provisions of Section 1122(d)(1) of Regulation AB that are applicable to the servicing being conducted under this Agreement pursuant to Section 4.5 above. The first such reports shall cover the period commencing on the Effective Date (and for each Mortgage Loan, covering the period from the applicable Servicing Transfer Date) and continuing through the end of the 2010 calendar year. (h) In connection with the Manager’s obligations under the LLC Operating Agreement to prepare, review and periodically update the Business Plan, the Servicer shall prepare and deliver to the Manager, and thereafter periodically update, such Business Plan, or relevant portions thereof or information to be included therein, in each case to the extent set forth and required pursuant to Schedule 6 hereto as the same may be amended from time to time by the Manager and the Servicer without the consent of the Initial Member (the “Business Plan Schedule”). Upon reasonable notice by the Initial Member, the Purchase Money Note Guarantor or the Manager, the Servicer shall make its personnel who are familiar with the Business Plan (or relevant portions thereof) available during normal business hours for the purposes of discussing such Business Plan with representatives of the Initial Member, the Purchase Money Note Guarantor and/or the Manager and responding to questions therefrom.

Reporting, Books and Records and Compliance Covenants. The Servicer covenants to the Manager as follows: (a) The Servicer shall be responsible for submitting all Internal Revenue Service information returns related to each Loan Asset for all applicable periods commencing with the Servicing Transfer Date with respect thereto (or, if later, the Effective Date). Information returns include reports on Forms 1098 and 1099 and any other reports required by Law. The Servicer shall be responsible for submitting all information returns required under applicable Law of any foreign Governmental Authority, to the extent such are required to be filed by the Company under such Law, relating to the LoansAssets, for the calendar or tax year in which the Effective Date falls and thereafter. (bi) The Servicer shall cause to be kept and maintained, at all times, at the Servicer’s principal place of business, a complete and accurate set of files, books and records (including records transferred by the Manager to the Servicer) regarding the Loans Assets and the Underlying Collateral, and the Company’s and the relevant secured parties’ interests in the Loans Assets and the Underlying Collateral, including records relating to the Collection Account, the Working Capital Reserve Account, the Escrow Company Accounts and (including any Other Company Accounts maintained in connection with the LoansAssets), the Escrow Accounts, Servicer Advances, Funding Draws and other Draws, Working Capital Expense Expenses, Permitted Development Expenses and collection and remittance of Loan ProceedsAsset Proceeds and all other amounts disbursed from any Company Account. The books of account shall be maintained in a manner that provides sufficient assurance thatassurance: (aA) that transactions of the Company are executed in accordance with with, and only in accordance with, the general or specific authorization of the Manager consistent with the provisions of the LLC Operating Agreement; and (bB) that transactions of the Company are recorded in such form and manner as will: will (ix) permit preparation of federal, state and local income and franchise tax Tax returns and information returns in accordance with the LLC Operating Agreement and as required by Law; , (iiy) permit preparation of the Company’s financial statements in accordance with GAAP and as otherwise set forth in the LLC Operating Agreement, and (z) maintain accountability for the Company’s assets; (C) regarding the prevention or timely detection of any unauthorized, and non-de minimis, acquisition, use or disposition of assets of the Company or any Ownership Entity; and (D) that any material information regarding the business or affairs of the Company is accumulated, recorded, processed, summarized and reported to the Manager in a timely manner. For purposes of the preceding sentence “transactions of the Company” include (without limitation) all transfers of funds out of, into, or between, Accounts (to the extent that the Company has discretion with respect thereto), and the making of any sale or other Disposition of an Asset (including any Bulk Sale). (ii) without limiting the generality of Section 5.2(b)(i), the obligation to cause to be kept and maintained a complete and accurate set of records as set forth in Section 5.2(b)(i) in any event shall at all times include the obligation to cause each of the following to be maintained: (A)(x) accurate records reflecting the status of ground rents, Taxes, assessments, water rates, sewer rents, and other charges which are or may become a Lien upon the Mortgaged Property (or any other Collateral) and the status of fire and hazard insurance coverage and all bills for the payment of such charges (including renewal premiums), and (y) accurate records, in reasonable detail, of all determinations as to whether (or not) to pay any of the foregoing on behalf of any Borrower, and the basis (and back-up documentation) for such determinations, (B) accurate records, in reasonable detail, of the results of site inspections of any Mortgaged Property or Acquired REO Property, (C) accurate records, in reasonable detail, of all determinations as to whether (or not) to transfer (or cause to be transferred) funds out of, into, or between, Accounts (to the extent that the Manager has discretion with respect thereto), and the basis (and back-up documentation) for all such determinations, (D) accurate records, in reasonable detail, of all determinations as to whether (or not) to effect any proposed sale or other Disposition of an Asset (including any Bulk Sale), and the basis (and back-up documentation) of such determination, and (E) accurate records, in reasonable detail, of all other determinations that are material to the Company. (c) The Servicer shall cause all books and records at any time kept or maintained pursuant to Section 5.2(b) to be and remain property of the Company (and hereby acknowledges and agrees that the same shall at all times be property of the Company), and to be maintained and retained until the date that is the later of ten years after the Closing Date and three years after the Final Distribution Date, which date shall be established by notice to such effect to the Servicer by the Manager. All such books and records shall be available during such period for inspection by the Manager, the FDIC and the Initial Member (and their respective representatives, including any applicable Governmental Authority) at all reasonable times during business hours on any Business Days (or, in the case of any such inspection after the term hereof, at such other location as is provided by notice to the Manager, the FDIC and the Initial Member, as applicable), in each instance upon not less than two Business Days’ prior notice to the Servicer. Upon request by the Manager, the Servicer, at the sole cost and expense of the Manager, shall promptly send copies (the number of copies of which shall be reasonable) of such books and records to the Manager. The Servicer shall (and shall cause each Sub-Servicer to) provide the Manager with reasonable advance notice of the Servicer’s (or any such Sub- Servicer’s) intention to destroy or dispose of any documents or files relating to the Assets and, upon the request of the Manager, shall allow the Manager, at its own expense, to recover the same from the Servicer (or such Sub-Servicer). (d) The covenants set forth in Section 5.2(b) and (c) above to maintain a complete and accurate set of records shall encompass all files in the Servicer’s (or any Sub- Servicer’s) custody, possession or control pertaining to the Assets and the Collateral, including (except as required to be held by the Custodian pursuant to the Custodial and Paying Agency Agreement) all original and other documentation pertaining to the Assets and the Collateral, all documentation relating to items of income and expense pertaining to the Assets and the Collateral, and all of the Servicer’s (and any Sub-Servicer’s) internal memoranda pertaining to the Assets and the Collateral. (e) The Servicer shall cause to be furnished to the Manager, each month on the Specified Date, commencing with February, 2014 (or such other date as may be set forth in the Servicing Obligations), a monthly electronic report on the Assets and Collateral containing such information and substantially in the form set forth on Schedule 4 as the same may be amended from time to time by the Manager (without the consent of the Initial Member) and the Servicer (the “Electronic Report”). The Electronic Report shall include, but not be limited to, the information required for the Manager to prepare, in accordance with the LLC Operating Agreement, the Cash Flow and Distribution Report and the Monthly Report, and such other reports and information as the Manager shall reasonably require, to the extent such information is reasonably available to the Servicer (or any Sub-Servicer). Notwithstanding the above, with respect to any period prior to the applicable Servicing Transfer Date, the applicable Electronic Reports may exclude certain of the information otherwise required to be included therein if and to the extent the Initial Member (or the Transferor) is obligated to provide such information (or other information that is a prerequisite to the Servicer being able to provide such information) to the Servicer and the Manager pursuant to the interim servicing and asset management support obligation set forth in Section 3.3 of the Contribution Agreement and the Initial Member (or the Transferor) fails to timely deliver such information to the Servicer and the Manager. (f) The Servicer shall deliver, and shall cause each Sub-Servicer to deliver, to the Manager and the Initial Member, on or before March 10 of each year, or such other day as the Manager and the Servicer may agree, commencing in the year 2015, an annual officer’s certificate stating, as to the signer thereof, that (i) a review of such party’s activities during the preceding Fiscal Year (or other applicable period as set forth below in this Section 5.2(f)) and of its performance under this Agreement (or, as applicable, any Sub-Servicing Agreement) has been made under such officer’s supervision, and (ii) to the best of such officer’s knowledge and belief, based on such review, such party has fulfilled all of its obligations under this Agreement (or, as applicable, any Sub-Servicing Agreement) in all material respects throughout such year (or other applicable period as set forth below in this Section 5.2(f)), if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure and the nature and status thereof. The first such officer’s certificate shall, with respect to any Asset, shall cover the period commencing on the Servicing Transfer Date and continuing through the end of the 2014 Fiscal Year. In the event the Servicer or any Sub-Servicer has been terminated, resigned or otherwise performed in such capacity for only part of a year (or other applicable period, as the case may be, with respect to the period commencing, with respect to any Asset, on the Servicing Transfer Date through the end of the 2014 Fiscal Year), such party shall provide an officer’s certificate pursuant to this Section 5.2 with respect to such portion of the year (or other applicable period). (g) On or before March 10 of each year, or such other day as the Manager and the Servicer agree, commencing in the year 2015, the Servicer shall, and shall cause each Sub- Servicer to, provide to the Manager, and the Initial Member (and to such other Person as the Manager may direct) a report prepared by a nationally recognized firm of independent certified public accountants to the effect that, with respect to the prior Fiscal Year (or other applicable period as set forth below), such firm has examined certain records and documents relating to compliance with the servicing requirements in this Agreement and that, on the basis of such examination conducted substantially in compliance with either the Uniform Single Attestation Program for Mortgage Bankers or item 1122 of Regulation AB, such firm is of the opinion that the Servicer or applicable Sub-Servicer’s activities have been conducted in compliance with this Agreement (including, to the extent applicable pursuant to Section 4.5 above, Regulation AB), or that such examination has disclosed no material items of noncompliance except for (i) such exceptions as such firm believes to be immaterial, and (ii) such other exceptions as are set forth in the report. The first such reports shall cover the period commencing on the Effective Date (and for each Asset, covering the period from the applicable Servicing Transfer Date) and continuing through the end of the 2014 Fiscal Year. (h) In connection with the Manager’s obligations under the LLC Operating Agreement to prepare, review and periodically update Business Plans, the Servicer shall prepare and deliver to the Manager, and thereafter periodically update, such Business Plans, or relevant portions thereof or information to be included therein, in each case to the extent set forth and required pursuant to Schedule 6 hereto as the same may be amended from time to time by the Manager and the provisions Servicer without the consent of the reports required Initial Member (the “Business Plan Schedule”). Upon reasonable notice by the Initial Member or the Manager, the Servicer shall make its (and each applicable Sub-Servicer’s) personnel who are familiar with the Business Plans (or relevant portions thereof) available during normal business hours for the purposes of discussing such Business Plans with representatives of the Initial Member and/or the Manager and responding to be provided thereunder; andquestions therefrom.

Reporting, Books and Records and Compliance Covenants. The Servicer covenants to the Manager as follows: (a) The Servicer shall will be responsible for submitting all Internal Revenue Service information returns related to each Loan Asset for all applicable periods commencing with the Servicing Transfer Date with respect thereto (or, if later, the Effective Date). Information returns include reports on Forms 1098 and 1099 and any other reports required by Law. The Servicer shall will be responsible for submitting all information returns required under applicable Law of any foreign Governmental Authority, to the extent such are required to be filed by the Company under such Law, relating to the LoansAssets, for the calendar or tax year in which the Effective Date falls and thereafter. (bi) The Servicer shall must cause to be kept and maintained, at all times, at the Servicer’s principal place of businessbusiness (which must at all times be in the continental United States), a complete and accurate set of files, books and records (including records transferred by the Manager to the Servicer) regarding the Loans Assets and the Underlying Collateral, and the Company’s and the relevant secured parties’ interests in the Loans Assets and the Underlying Collateral, including records relating to the Collection Account, the Working Capital Reserve Account, the Escrow Company Accounts and (including any Other Company Accounts maintained in connection with the LoansAssets), the Escrow Accounts, Servicer Advances, Funding Draws and other Draws, Working Capital Expense Expenses and collection and remittance of Loan ProceedsAsset Proceeds and all other amounts disbursed from any Company Account. The books of account shall will be maintained in a manner that provides sufficient assurance that: assurance: (aA) that transactions of the Company are executed in accordance with with, and only in accordance with, the general or specific authorization of the Manager consistent with the provisions of the LLC Operating Agreement; and (bB) that transactions of the Company are recorded in such form and manner as will: will (ix) permit preparation of federal, state and local income and franchise tax Tax returns and information returns in accordance with the LLC Operating Agreement and as required by Law; (ii) permit preparation of the Company’s financial statements in accordance with GAAP and the LLC Operating Agreement and the provisions of the reports required to be provided thereunder; and,