Common use of Sale and Servicing Agreement Clause in Contracts

Sale and Servicing Agreement. It is the intent of the Seller and the Purchaser that with respect to the Mortgage Loans, the Purchaser shall concurrently sell all of its right, title and interest to the Mortgage Loans and all other property conveyed to it hereunder to the Trust pursuant to the Sale and Servicing Agreement. With respect to such sale, the Seller agrees: (i) to cooperate fully with the Purchaser and the Trust with respect to all reasonable requests and due diligence procedures including participating in meetings with Rating Agencies, the Insurer and such other parties as the Purchaser shall designate and participating in meetings with the Trust and providing information reasonably requested by the Trust; (ii) to execute the Sale and Servicing Agreement and all other necessary documents to effect the transactions contemplated therein; (iii) the Seller shall make the representations and warranties set forth herein regarding the Seller and the Mortgage Loans as of the date of the transfer to the Trust; (iv) to deliver to the Purchaser for inclusion in any prospectus or other offering material such publicly available information regarding the Seller, its financial condition and the mortgage loan delinquency, foreclosure and loss experience of its portfolio as is customarily set forth in a prospectus supplement with respect to a comparable mortgage pool, the underwriting of mortgage loans, the servicer, the servicing and collection of mortgage loans, lending activities and loan sales of the servicer, regulatory matters and delinquency and loss experience and any additional information reasonably requested by the Purchaser, and to deliver to the Purchaser unaudited consolidated financial statements of the Seller, in which case the Purchaser shall bear the cost of having such statements audited by certified public accountants if the Purchaser desires such an audit, or as is otherwise reasonably requested by the Purchaser and which the Seller is capable of providing without unreasonable effort or expense, and to indemnify the Purchaser and its affiliates for material misstatements or omissions contained in such information; (v) to deliver to the Purchaser and to any person designated by the Purchaser, at the Purchaser's expense, such statements and audit letters issued by reputable, certified public accountants pertaining to information provided by the Seller pursuant to clause (iv) above as shall be reasonably requested by the Purchaser (it being acknowledged by Purchaser that the delivery of such statements and letters is subject to the consent of such accountants); (vi) to deliver to the Purchaser, and to any Person designated by the Purchaser, such legal documents and in-house opinions of counsel as are customarily delivered by originators or servicers, as the case may be, and reasonably determined by the Purchaser to be necessary in connection with the transactions contemplated by the Sale and Servicing Agreement, it being understood that the cost of any opinions of outside special counsel that may be required shall be the responsibility of the Seller; (vii) to cooperate fully with the Purchaser and any prospective Purchaser with respect to the preparation of Mortgage Loan documents and other documents and with respect to servicing requirements reasonably requested by the Rating Agencies and the Insurer; and (viii) to negotiate and execute one or more custodial and servicing agreements among the Purchaser, the Seller and a third party custodian/trustee which is generally considered to be a prudent custodian/trustee in the secondary mortgage market designated by the Purchaser in its sole discretion after consultation with the Seller, in either case for the purpose of securitizing the Mortgage Loans.

Sale and Servicing Agreement. It is (DRIVE 2019-1) (c) The Servicer will indemnify, defend and hold harmless the intent Issuer, the Owner Trustee, the Indenture Trustee (including when performing its duties as Relevant Trustee) and the Seller from and against any and all costs, expenses, losses, claims, damages, and liabilities to the extent that such cost, expense, loss, claim, damage, or liability arose out of, or was imposed upon any such Person through, the negligence, willful misfeasance, or bad faith (other than errors in judgment) of the Seller Servicer in the performance of its duties under this Agreement or any other Transaction Document to which it is a party, or by reason of its failure to perform its obligations or of reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party; provided, however, that the Servicer will not indemnify for any costs, expenses, losses, claims, damages or liabilities arising from its breach of any covenant for which the purchase of the affected Receivables is specified as the sole remedy pursuant to Section 3.6. (d) The Issuer or, if applicable, the Servicer will compensate and indemnify the Indenture Trustee (including when performing its duties as Relevant Trustee) and the Purchaser that Owner Trustee to the extent and subject to the conditions set forth in Section 6.7 of the Indenture and Section 8.2 of the Trust Agreement, as applicable, except, with respect to the Mortgage LoansIndenture Trustee, the Purchaser shall concurrently sell all of its right, title and interest to the Mortgage Loans and all other property conveyed to it hereunder to the Trust pursuant to the Sale and Servicing Agreement. With respect to such saleextent that any cost, the Seller agrees: (i) to cooperate fully with the Purchaser and the Trust with respect to all reasonable requests and due diligence procedures including participating in meetings with Rating Agencies, the Insurer and such other parties as the Purchaser shall designate and participating in meetings with the Trust and providing information reasonably requested by the Trust; (ii) to execute the Sale and Servicing Agreement and all other necessary documents to effect the transactions contemplated therein; (iii) the Seller shall make the representations and warranties set forth herein regarding the Seller and the Mortgage Loans as of the date of the transfer to the Trust; (iv) to deliver to the Purchaser for inclusion in any prospectus or other offering material such publicly available information regarding the Seller, its financial condition and the mortgage loan delinquency, foreclosure and loss experience of its portfolio as is customarily set forth in a prospectus supplement with respect to a comparable mortgage pool, the underwriting of mortgage loans, the servicer, the servicing and collection of mortgage loans, lending activities and loan sales of the servicer, regulatory matters and delinquency and loss experience and any additional information reasonably requested by the Purchaser, and to deliver to the Purchaser unaudited consolidated financial statements of the Seller, in which case the Purchaser shall bear the cost of having such statements audited by certified public accountants if the Purchaser desires such an audit, or as is otherwise reasonably requested by the Purchaser and which the Seller is capable of providing without unreasonable effort or expense, and to indemnify the Purchaser and its affiliates for material misstatements loss, claim, damage or omissions contained in such information; (v) to deliver to the Purchaser and to any person designated by the Purchaser, at the Purchaser's expense, such statements and audit letters issued by reputable, certified public accountants pertaining to information provided by the Seller pursuant to clause (iv) above as shall be reasonably requested by the Purchaser (it being acknowledged by Purchaser that the delivery liability arises out of such statements and letters or is subject to the consent of such accountants); (vi) to deliver to the Purchaser, and to any Person designated by the Purchaser, such legal documents and in-house opinions of counsel as are customarily delivered by originators or servicers, as the case may be, and reasonably determined by the Purchaser to be necessary incurred in connection with the transactions contemplated performance by the Sale and Servicing Agreement, it being understood that the cost of any opinions of outside special counsel that may be required shall be the responsibility Indenture Trustee of the Seller;duties of a Successor Servicer hereunder. (viie) Indemnification under this Section 6.2 by Santander Consumer (or any successor thereto pursuant to cooperate fully with the Purchaser and any prospective Purchaser Section 7.1) as Servicer, with respect to the preparation period such Person was the Servicer, will survive the termination or assignment of Mortgage Loan documents such Person as Servicer or a resignation by such Person as Servicer as well as the termination or assignment of this Agreement or the resignation or removal of the Owner Trustee or the Indenture Trustee (including when performing its duties as Relevant Trustee) and other documents will include reasonable fees and with respect expenses of counsel and expenses of litigation. If either the Issuer or the Servicer has made any indemnity payments pursuant to servicing requirements reasonably requested by the Rating Agencies this Section 6.2 and the Insurer; and (viii) Person to negotiate and execute one or more custodial and servicing agreements among the Purchaseron behalf of whom such payments are made thereafter collects any of such amounts from others, the Seller and a third party custodian/trustee which is generally considered such Person will promptly repay such amounts to be a prudent custodian/trustee in the secondary mortgage market designated by the Purchaser in its sole discretion after consultation with the Sellersuch party, in either case for the purpose of securitizing the Mortgage Loanswithout interest.

Sale and Servicing Agreement. It DRIVE 2019-1) (b) The Seller shall notify the Issuer in writing within ten (10) days following the occurrence of (i) any change in the Seller’s organizational structure as a limited liability company and (ii) any change in the Seller’s name. The Seller shall take all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not possible to take such action in advance) reasonably necessary to amend all previously filed financing statements or continuation statements described in paragraph (a) above to maintain perfection of the intent Issuer in the Receivables and shall have delivered to the Indenture Trustee within thirty (30) days after such change an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) The Seller shall give the Issuer and the Indenture Trustee at least five days’ prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC and shall have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable to amend all previously filed financing statements or continuation statements described in paragraph (a) above. (d) The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) in accordance with its Customary Servicing Practices accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the Purchaser that nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Mortgage Loans, Indenture Trustee on behalf of the Purchaser shall concurrently sell all of its right, title and interest to the Mortgage Loans and all other property conveyed to it hereunder to the Trust Noteholders pursuant to the Sale Indenture. Indication of the Issuer’s and Servicing Agreement. With respect the Indenture Trustee’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (f) If at any time the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such saleprospective purchaser, the Seller agrees: lender or other transferee computer tapes, records or printouts (iincluding any restored from backup archives) that, if they shall refer in any manner whatsoever to cooperate fully with the Purchaser any Receivable, shall indicate clearly that such Receivable has been sold and the Trust with respect to all reasonable requests and due diligence procedures including participating in meetings with Rating Agencies, the Insurer and such other parties as the Purchaser shall designate and participating in meetings with the Trust and providing information reasonably requested is owned by the Trust; (ii) Issuer and has been pledged to execute the Sale and Servicing Agreement and all other necessary documents to effect the transactions contemplated therein; (iii) the Seller shall make the representations and warranties set forth herein regarding the Seller and the Mortgage Loans as Indenture Trustee on behalf of the date of the transfer to the Trust; (iv) to deliver to the Purchaser for inclusion in any prospectus or other offering material such publicly available information regarding the Seller, its financial condition and the mortgage loan delinquency, foreclosure and loss experience of its portfolio as is customarily set forth in a prospectus supplement with respect to a comparable mortgage pool, the underwriting of mortgage loans, the servicer, the servicing and collection of mortgage loans, lending activities and loan sales of the servicer, regulatory matters and delinquency and loss experience and any additional information reasonably requested by the Purchaser, and to deliver to the Purchaser unaudited consolidated financial statements of the Seller, in which case the Purchaser shall bear the cost of having such statements audited by certified public accountants if the Purchaser desires such an audit, or as is otherwise reasonably requested by the Purchaser and which the Seller is capable of providing without unreasonable effort or expense, and to indemnify the Purchaser and its affiliates for material misstatements or omissions contained in such information; (v) to deliver to the Purchaser and to any person designated by the Purchaser, at the Purchaser's expense, such statements and audit letters issued by reputable, certified public accountants pertaining to information provided by the Seller pursuant to clause (iv) above as shall be reasonably requested by the Purchaser (it being acknowledged by Purchaser that the delivery of such statements and letters is subject to the consent of such accountants); (vi) to deliver to the Purchaser, and to any Person designated by the Purchaser, such legal documents and in-house opinions of counsel as are customarily delivered by originators or servicers, as the case may be, and reasonably determined by the Purchaser to be necessary in connection with the transactions contemplated by the Sale and Servicing Agreement, it being understood that the cost of any opinions of outside special counsel that may be required shall be the responsibility of the Seller; (vii) to cooperate fully with the Purchaser and any prospective Purchaser with respect to the preparation of Mortgage Loan documents and other documents and with respect to servicing requirements reasonably requested by the Rating Agencies and the Insurer; and (viii) to negotiate and execute one or more custodial and servicing agreements among the Purchaser, the Seller and a third party custodian/trustee which is generally considered to be a prudent custodian/trustee in the secondary mortgage market designated by the Purchaser in its sole discretion after consultation with the Seller, in either case for the purpose of securitizing the Mortgage LoansNoteholders.

Sale and Servicing Agreement. It is (DRIVE 2019-1) (d) Upon the intent effectiveness of the Seller and assumption by the Purchaser that successor Servicer of its duties pursuant to this Section 7.1, the successor Servicer shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement with respect to the Mortgage LoansReceivables, the Purchaser and shall concurrently sell all of its right, title and interest to the Mortgage Loans and all other property conveyed to it hereunder to the Trust pursuant to the Sale and Servicing Agreement. With respect to such sale, the Seller agrees: (i) to cooperate fully with the Purchaser and the Trust with respect be subject to all reasonable requests the responsibilities, duties and due diligence procedures including participating in meetings with Rating Agenciesliabilities relating thereto, the Insurer and such other parties as the Purchaser shall designate and participating in meetings with the Trust and providing information reasonably requested by the Trust; (ii) to execute the Sale and Servicing Agreement and all other necessary documents to effect the transactions contemplated therein; (iii) the Seller shall make the representations and warranties set forth herein regarding the Seller and the Mortgage Loans as of the date of the transfer to the Trust; (iv) to deliver to the Purchaser for inclusion in any prospectus or other offering material such publicly available information regarding the Seller, its financial condition and the mortgage loan delinquency, foreclosure and loss experience of its portfolio as is customarily set forth in a prospectus supplement with respect to a comparable mortgage pool, the underwriting of mortgage loans, the servicer, the servicing and collection of mortgage loans, lending activities and loan sales of the servicer, regulatory matters and delinquency and loss experience and any additional information reasonably requested by the Purchaser, and to deliver to the Purchaser unaudited consolidated financial statements of the Seller, in which case the Purchaser shall bear the cost of having such statements audited by certified public accountants if the Purchaser desires such an audit, or as is otherwise reasonably requested by the Purchaser and which the Seller is capable of providing without unreasonable effort or expense, and to indemnify the Purchaser and its affiliates for material misstatements or omissions contained in such information; (v) to deliver to the Purchaser and to any person designated by the Purchaser, at the Purchaser's expense, such statements and audit letters issued by reputable, certified public accountants pertaining to information provided by the Seller pursuant to clause (iv) above as shall be reasonably requested by the Purchaser (it being acknowledged by Purchaser that the delivery of such statements and letters is subject to the consent of such accountants); (vi) to deliver to the Purchaser, and to any Person designated by the Purchaser, such legal documents and in-house opinions of counsel as are customarily delivered by originators or servicers, as the case may be, and reasonably determined by the Purchaser to be necessary in connection with the transactions contemplated by the Sale and Servicing Agreement, it being understood that the cost of any opinions of outside special counsel that may be required shall be the responsibility of the Seller; (vii) to cooperate fully with the Purchaser and any prospective Purchaser except with respect to the preparation obligations of Mortgage Loan the predecessor Servicer that survive its termination as Servicer, including indemnification obligations as set forth in Section 6.2(e). In such event, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other documents instruments, and with respect to servicing requirements reasonably requested by do or accomplish all other acts or things necessary or appropriate to effect the Rating Agencies purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. Notwithstanding anything else herein to the contrary, in no event shall the Indenture Trustee be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the Insurer; andamount necessary to induce any successor Servicer to act as successor Servicer under this Agreement and the transactions set forth or provided for herein. (viiie) to negotiate and execute one or more custodial and servicing agreements among the PurchaserIn connection with such appointment, the Seller and a third party custodian/trustee which is generally considered to be a prudent custodian/trustee in the secondary mortgage market designated by the Purchaser in its sole discretion after consultation with the Seller, in either case Indenture Trustee may make such arrangements for the purpose compensation of securitizing the Mortgage Loanssuccessor Servicer out of Available Funds as it and such successor Servicer will agree; provided, however, that no such compensation will be in excess of the amount paid to the predecessor Servicer under this Agreement.

Sale and Servicing Agreement. It is the intent of the ---------------------------- Seller and the Purchaser that with respect to the Mortgage Loans, the Purchaser shall concurrently sell all of its right, title and interest to the Mortgage Loans and all other property conveyed to it hereunder to the Trust pursuant to the Sale and Servicing Agreement. With respect to such sale, the Seller agrees: (i) to cooperate fully with the Purchaser and the Trust with respect to all reasonable requests and due diligence procedures including participating in meetings with Rating Agenciesrating agencies, the Insurer credit enhancers and such other parties as the Purchaser shall designate and participating in meetings with the Trust and providing information reasonably requested by the Trust; (ii) to execute the Sale and Servicing Agreement and all other necessary documents to effect the transactions contemplated therein; (iii) the Seller shall make the representations and warranties set forth herein regarding the Seller and the Mortgage Loans as of the date of the transfer to the Trust; (iv) to deliver to the Purchaser for inclusion in any prospectus or other offering material such publicly available information regarding the Seller, its financial condition and the mortgage loan delinquency, foreclosure and loss experience of its portfolio as is customarily set forth in a prospectus supplement with respect to a comparable mortgage pool, the underwriting of mortgage loans, the servicer, the servicing and collection of mortgage loans, lending activities and loan sales of the servicer, regulatory matters and delinquency and loss experience and any additional information reasonably requested by the Purchaser, and to deliver to the Purchaser unaudited consolidated financial statements of the Seller, in which case the Purchaser shall bear the cost of having such statements audited by certified public accountants if the Purchaser desires such an audit, or as is otherwise reasonably requested by the Purchaser and which the Seller is capable of providing without unreasonable effort or expense, and to indemnify the Purchaser and its affiliates for material misstatements or omissions contained in such information; (v) to deliver to the Purchaser and to any person designated by the Purchaser, at the Purchaser's expense, such statements and audit letters issued by reputable, certified public accountants pertaining to information provided by the Seller pursuant to clause (iv) above as shall be reasonably requested by the Purchaser (it being acknowledged by Purchaser that the delivery of such statements and letters is subject to the consent of such accountants); (vi) to deliver to the Purchaser, and to any Person designated by the Purchaser, such legal documents and in-house opinions of counsel as are customarily delivered by originators or servicers, as the case may be, and reasonably determined by the Purchaser to be necessary in connection with the transactions contemplated by the Sale and Servicing Agreement, it being understood that the cost of any opinions of outside special counsel that may be required shall be the responsibility of the Seller; (vii) to cooperate fully with the Purchaser and any prospective Purchaser with respect to the preparation of Mortgage Loan documents and other documents and with respect to servicing requirements reasonably requested by the Rating Agencies rating agencies and the Insurercredit enhancers; and (viii) to negotiate and execute one or more custodial and servicing agreements among the Purchaser, the Seller and a third party custodian/trustee which is generally considered to be a prudent custodian/trustee in the secondary mortgage market designated by the Purchaser in its sole discretion after consultation with the Seller, in either case for the purpose of securitizing the Mortgage Loans.

Sale and Servicing Agreement. It is and after the intent occurrence and during the continuance of a Termination Event, the Buyer may deem necessary or desirable to enforce collection of the Seller Transferred Receivables, the Borrower Assigned Agreements and the Purchaser other Borrower Collateral; provided that with respect the applicable Originator may, rather than commencing any such action or taking any other enforcement action, at its option, elect to pay to the Mortgage LoansBuyer, for deposit into the Purchaser shall concurrently sell all of its rightAgent Account, title and interest an amount equal to the Mortgage Loans and all other property conveyed to it hereunder to the Trust pursuant to the Sale and Servicing AgreementOutstanding Balance of any such Transferred Receivable. With respect to such sale, the Seller agrees: If (i) to cooperate fully with the Purchaser an Incipient Termination Event or a Termination Event shall have occurred and the Trust with respect to all reasonable requests and due diligence procedures including participating in meetings with Rating Agencies, the Insurer and such other parties as the Purchaser shall designate and participating in meetings with the Trust and providing information reasonably requested by the Trust; be continuing or (ii) the Buyer in good faith believes that an Incipient Termination Event or a Termination Event is imminent, then the Buyer may, without prior notice to execute any Originator or the Sale Servicer, (x) exercise its right to take exclusive ownership and Servicing Agreement and all other necessary documents to effect the transactions contemplated therein; control of (iii1) the Seller shall make the representations and warranties set forth herein regarding the Seller Collections and the Mortgage Loans as Collection Accounts in accordance with the terms of the date of applicable Collection Account Agreements and (2) the transfer to the Trust; (iv) to deliver to the Purchaser for inclusion in any prospectus or other offering material such publicly available information regarding the Seller, its financial condition Concentration Account and the mortgage loan delinquency, foreclosure and loss experience of its portfolio as is customarily set forth in a prospectus supplement with respect to a comparable mortgage pool, the underwriting of mortgage loans, the servicer, the servicing and collection of mortgage loans, lending activities and loan sales of the servicer, regulatory matters and delinquency and loss experience and any additional information reasonably requested by the Purchaser, and to deliver to the Purchaser unaudited consolidated financial statements of the Seller, Borrower Account (in which case the Purchaser shall bear the cost of having such statements audited by certified public accountants if the Purchaser desires such an audit, or as is otherwise reasonably requested by the Purchaser and which the Seller is capable of providing without unreasonable effort or expense, and to indemnify the Purchaser and its affiliates for material misstatements or omissions contained in such information; (v) to deliver to the Purchaser and to any person designated by the Purchaser, at the Purchaser's expense, such statements and audit letters issued by reputable, certified public accountants pertaining to information provided by the Seller pursuant to clause (iv) above as Servicer shall be reasonably requested by required to deposit any Collections it then has in its possession or at any time thereafter receives, immediately in the Purchaser Agent Account) and (it being acknowledged by Purchaser that y) notify any Obligor under any Transferred Receivable or obligors under the delivery Borrower Assigned Agreements of the sale to Buyer of such statements Transferred Receivables and letters is subject to of the consent pledge of such accountants); (vi) to deliver to the Purchaser, and to any Person designated by the Purchaser, such legal documents and in-house opinions of counsel as are customarily delivered by originators Transferred Receivables or servicersBorrower Assigned Agreements, as the case may be, and reasonably determined by the Purchaser to be necessary in connection with the transactions contemplated by the Sale and Servicing Agreement, it being understood that the cost of any opinions of outside special counsel that may be required shall be the responsibility of the Seller; (vii) to cooperate fully with the Purchaser and any prospective Purchaser with respect to the preparation Administrative Agent and direct that payments of Mortgage Loan documents and all amounts due or to become due to the Buyer thereunder be made directly to the Buyer or any servicer, collection agent or Lockbox or other documents and with respect to servicing requirements reasonably requested by the Rating Agencies and the Insurer; and (viii) to negotiate and execute one or more custodial and servicing agreements among the Purchaser, the Seller and a third party custodian/trustee which is generally considered to be a prudent custodian/trustee in the secondary mortgage market account designated by the Purchaser in its sole discretion after consultation with Buyer and the SellerBuyer may enforce collection of any such Transferred Receivable or the Borrower Assigned Agreements and adjust, in either case for settle or compromise the purpose amount or payment thereof. The Buyer shall provide prompt notice to the Servicer of securitizing any such notification of assignment, pledge or direction of payment to the Mortgage LoansObligors under any Transferred Receivables.

Sale and Servicing Agreement. It is the intent of the Seller Originator and the Purchaser that with respect to the Mortgage Loans, the Purchaser shall concurrently sell all of its right, title and interest to the Mortgage Loans and all other property conveyed to it hereunder to the Trust pursuant to the Sale and Servicing Agreement. With respect to such sale, the Seller Originator agrees: (i) to cooperate fully with the Purchaser and the Trust with respect to all reasonable requests and due diligence procedures including participating in meetings with Rating Agenciesrating agencies, the Insurer insurers and such other parties as the Purchaser shall designate and participating in meetings with the Trust and providing information reasonably requested by the Trust; (ii) to execute the Sale and Servicing Agreement and all other necessary documents to effect the transactions contemplated therein; (iii) the Seller Originator shall make the representations and warranties set forth herein regarding the Seller Originator and the Mortgage Loans as of the date of the transfer to the Trust; (iv) to deliver to the Purchaser for inclusion in any prospectus or other offering material such publicly available information regarding the SellerOriginator, its financial condition and the mortgage loan delinquency, foreclosure and loss experience of its portfolio as is customarily set forth in a prospectus supplement with respect to a comparable mortgage pool, the underwriting of mortgage loans, the servicer, the servicing and collection of mortgage loans, lending activities and loan sales of the servicer, regulatory matters and delinquency and loss experience and any additional information reasonably requested by the Purchaser, and to deliver to the Purchaser unaudited consolidated financial statements of the Seller, in which case the Purchaser shall bear the cost of having such statements audited by certified public accountants if the Purchaser desires such an audit, or as is otherwise reasonably requested by the Purchaser and which the Seller Originator is capable of providing without unreasonable effort or expense, and to indemnify the Purchaser and its affiliates for material misstatements or omissions contained in such information; (v) to deliver to the Purchaser and to any person designated by the Purchaser, at the Purchaser's expense, such statements and audit letters issued by reputable, certified public accountants pertaining to information provided by the Seller pursuant to clause (iv) above as shall be reasonably requested by the Purchaser (it being acknowledged by Purchaser that the delivery of such statements and letters is subject to the consent of such accountants); (vi) to deliver to the Purchaser, and to any Person designated by the Purchaser, such legal documents and in-house opinions of counsel as are customarily delivered by originators or servicers, as the case may be, and reasonably determined by the Purchaser to be necessary in connection with the transactions contemplated by the Sale and Servicing Agreement, it being understood that the cost of any opinions of outside special counsel that may be required shall be the responsibility of the Seller;Originator; and (viivi) to cooperate fully with the Purchaser and any prospective Purchaser with respect to the preparation of Mortgage Loan documents and other documents and with respect to servicing requirements reasonably requested by the Rating Agencies rating agencies and the Insurer; and (viii) to negotiate and execute one or more custodial and servicing agreements among the Purchaser, the Seller and a third party custodian/trustee which is generally considered to be a prudent custodian/trustee in the secondary mortgage market designated by the Purchaser in its sole discretion after consultation with the Seller, in either case for the purpose of securitizing the Mortgage Loansinsurers.

Sale and Servicing Agreement. It is the intent (d) The Servicer shall use its best efforts to direct Obligors to send payments in respect of the Seller Receivables, (x) by direct debit of the Obligor's bank account to the Collection Account or (y) by check, to be made directly to one or more Post Office Boxes; provided, however, that if the Successor Servicer shall assume all of the rights and obligations of the Purchaser that outgoing Servicer, it may also direct Obligors to make payments in respect of the Receivables to local branch offices of the Successor Servicer or a bank account owned by or otherwise controlled by the Trustee. Prior to the making of an Access Denial Election (as defined in the Standby Processing Agreement), TFC, acting as the bailee of the Trust, the Insurer, the Trust Collateral Agent, GE Capital and Westside Funding, shall have access to the mail, checks and other items directed to the Post Office Boxes and shall process such items in accordance with the requirements of the applicable GE Capital Agreements (with respect to the Mortgage LoansGE Capital Receivables) and Westside Funding Agreements (with respect to the Westside Funding Receivables) and Basic Documents (with respect to the Receivables). Immediately upon the effectiveness of an Access Denial Election, TFC's right of access to the Post-Office Boxes or their contents shall terminate and, instead, the Purchaser P.O. Box Owner, acting as the bailee of the Trust, the Insurer, the Trust Collateral Agent, GE Capital and Westside Funding, shall concurrently sell all of its right, title thereafter have unrestricted and interest exclusive access to the Mortgage Loans mail, checks and all other property conveyed to it hereunder items directed to the Trust pursuant Post Office Boxes and shall process such items in accordance with the requirements of the Standby Processing Agreement. (e) Prior to the Sale and Servicing Agreement. With Closing Date, the Servicer will issue coupon books or monthly statements to the Obligors (other than Obligors under Receivables with respect to such salewhich automatic allotment is then in effect) under the Receivables, the Seller agrees: GE Capital Receivables and the Westside Funding Receivables which provide for such Obligors to forward their remittances to (i) to cooperate fully with one of the Purchaser and the Trust with respect to all reasonable requests and due diligence procedures including participating in meetings with Rating Agencies, the Insurer and such other parties as the Purchaser shall designate and participating in meetings with the Trust and providing information reasonably requested by the Trust; Post Office Boxes or (ii) to execute such other address as the Sale and Servicing Agreement and all other necessary documents to effect the transactions contemplated therein; Controlling Party (iii) the Seller shall make the representations and warranties set forth herein regarding the Seller and the Mortgage Loans as of the date of the transfer to the Trust; (iv) to deliver to the Purchaser for inclusion in any prospectus or other offering material such publicly available information regarding the Seller, its financial condition and the mortgage loan delinquency, foreclosure and loss experience of its portfolio as is customarily set forth in a prospectus supplement with respect to a comparable mortgage poolany Receivables), the underwriting of mortgage loans, the servicer, the servicing and collection of mortgage loans, lending activities and loan sales of the servicer, regulatory matters and delinquency and loss experience and any additional information reasonably requested by the Purchaser, and to deliver to the Purchaser unaudited consolidated financial statements of the Seller, in which case the Purchaser shall bear the cost of having such statements audited by certified public accountants if the Purchaser desires such an audit, or as is otherwise reasonably requested by the Purchaser and which the Seller is capable of providing without unreasonable effort or expense, and to indemnify the Purchaser and its affiliates for material misstatements or omissions contained in such information; GE Capital (v) to deliver to the Purchaser and with respect to any person designated by the Purchaser, at the Purchaser's expense, such statements and audit letters issued by reputable, certified public accountants pertaining to information provided by the Seller pursuant to clause GE Capital Receivables) or Westside Funding (iv) above as shall be reasonably requested by the Purchaser (it being acknowledged by Purchaser that the delivery of such statements and letters is subject to the consent of such accountants); (vi) to deliver to the Purchaser, and to any Person designated by the Purchaser, such legal documents and in-house opinions of counsel as are customarily delivered by originators or servicers, as the case may be, and reasonably determined by the Purchaser to be necessary in connection with the transactions contemplated by the Sale and Servicing Agreement, it being understood that the cost of any opinions of outside special counsel that may be required shall be the responsibility of the Seller; (vii) to cooperate fully with the Purchaser and any prospective Purchaser with respect to the preparation Westside Funding Receivables) shall direct, in each of Mortgage Loan documents cases (i) and other documents and (ii), in accordance with the applicable requirements of the GE Capital Agreements (with respect to servicing requirements reasonably requested by any GE Capital Receivables), the Rating Agencies Westside Funding Agreements (with respect to any Westside Funding Receivables), and the Insurer; andBasic Documents (with respect to any Receivables), and the Servicer will continue, not less often than every three months, to so notify those Obligors who have failed to forward remittances to the Post Office Boxes, except as permitted under Section 4.2(d). (viiif) Notwithstanding the Standby Processing Agreement, or any of the provisions of this Agreement relating to negotiate and execute one or more custodial and servicing agreements among the PurchaserStandby Processing Agreement, the Seller Servicer shall remain obligated and a third party custodian/trustee which is generally considered liable to be a prudent custodian/trustee the Trust, the Trust Collateral Agent and Noteholders for servicing and administering the Receivables and the Other Conveyed Property in the secondary mortgage market designated by the Purchaser in its sole discretion after consultation accordance with the Sellerprovisions of this Agreement without diminution of such obligation or liability by virtue thereof. (g) In the event of a termination of the Servicer pursuant to Article X hereof, in either case for the purpose Successor Servicer or any other successor to the Servicer shall assume all of securitizing the Mortgage Loansrights and obligations of the outgoing Servicer under the Standby Processing Agreement subject to the terms hereof. In such event, the Successor Servicer or any other successor to the Servicer shall, except as provided herein, be deemed to have assumed all of the outgoing Servicer's interest therein and to have replaced the outgoing Servicer as a party to the Standby Processing Agreement to the same extent as if the Standby Processing Agreement had been assigned to the Successor Servicer or any other successor to the Servicer, except that the outgoing Servicer shall not thereby be relieved of any liability or obligations on the part of the outgoing Servicer to the Standby Processing Agreement. The outgoing Servicer shall, upon request of the Trustee, but at the expense of the outgoing Servicer, deliver to the Successor Servicer or any other successor to the Servicer all documents and records relating to each such Standby Processing Agreement and otherwise use its best efforts to effect the orderly and efficient transfer of the Standby Processing Agreement to the Successor Servicer or any other successor to the Servicer.

Sale and Servicing Agreement. It is the intent of the Seller and the Purchaser that with respect to the Mortgage Loans, the Purchaser shall concurrently sell all of its right, title and interest to the Mortgage Loans and all other property conveyed to it hereunder to the Trust pursuant to the Sale and Servicing Agreement. With respect to such sale, the Seller agrees: (i) to cooperate fully with the Purchaser and the Trust with respect to all reasonable requests and due diligence procedures including participating in meetings with Rating Agencies, the Insurer Insurer, Freddie Mac and such other parties as the Purchaser shall designate and participating in meetings with the Trust and providing information reasonably requested by the Trust; (ii) to execute the Sale and Servicing Agreement and all other necessary documents to effect the transactions contemplated therein; (iii) the Seller shall make the representations and warranties set forth herein regarding the Seller and the Mortgage Loans as of the date of the transfer to the Trust; (iv) to deliver to the Purchaser for inclusion in any prospectus or other offering material such publicly available information regarding the Seller, its financial condition and the mortgage loan delinquency, foreclosure and loss experience of its portfolio as is customarily set forth in a prospectus supplement with respect to a comparable mortgage pool, the underwriting of mortgage loans, the servicer, the servicing and collection of mortgage loans, lending activities and loan sales of the servicer, regulatory matters and delinquency and loss experience and any additional information reasonably requested by the Purchaser, and to deliver to the Purchaser unaudited consolidated financial statements of the Seller, in which case the Purchaser shall bear the cost of having such statements audited by certified public accountants if the Purchaser desires such an audit, or as is otherwise reasonably requested by the Purchaser and which the Seller is capable of providing without unreasonable effort or expense, and to indemnify the Purchaser and its affiliates for material misstatements or omissions contained in such information; (v) to deliver to the Purchaser and to any person designated by the Purchaser, at the Purchaser's expense, such statements and audit letters issued by reputable, certified public accountants pertaining to information provided by the Seller pursuant to clause (iv) above as shall be reasonably requested by the Purchaser (it being acknowledged by Purchaser that the delivery of such statements and letters is subject to the consent of such accountants); (vi) to deliver to the Purchaser, and to any Person designated by the Purchaser, such legal documents and in-house opinions of counsel as are customarily delivered by originators or servicers, as the case may be, and reasonably determined by the Purchaser to be necessary in connection with the transactions contemplated by the Sale and Servicing Agreement, it being understood that the cost of any opinions of outside special counsel that may be required shall be the responsibility of the Seller; (vii) to cooperate fully with the Purchaser and any prospective Purchaser with respect to the preparation of Mortgage Loan documents and other documents and with respect to servicing requirements reasonably requested by the Rating Agencies Agencies, the Insurer and the InsurerFreddie Mac; and (viii) to negotiate and execute one or more custodial and servicing agreements among the Purchaser, the Seller and a third party custodian/trustee which is generally considered to be a prudent custodian/trustee in the secondary mortgage market designated by the Purchaser in its sole discretion after consultation with the Seller, in either case for the purpose of securitizing the Mortgage Loans.

Sale and Servicing Agreement. It is the intent of the Seller and the Purchaser that with respect to the Mortgage Loans, the Purchaser shall concurrently sell all of its right, title and interest to the Mortgage Loans and all other property conveyed to it hereunder to the Trust pursuant to the Sale and Servicing Agreement. With respect to such sale, the Seller agrees: (i) to cooperate fully with the Purchaser and the Trust with respect to all reasonable requests and due diligence procedures including participating in meetings with Rating Agencies, the Insurer Insurer, Xxxxxxx Mac and such other parties as the Purchaser shall designate and participating in meetings with the Trust and providing information reasonably requested by the Trust; (ii) to execute the Sale and Servicing Agreement and all other necessary documents to effect the transactions contemplated therein; (iii) the Seller shall make the representations and warranties set forth herein regarding the Seller and the Mortgage Loans as of the date of the transfer to the Trust; (iv) to deliver to the Purchaser for inclusion in any prospectus or other offering material such publicly available information regarding the Seller, its financial condition and the mortgage loan delinquency, foreclosure and loss experience of its portfolio as is customarily set forth in a prospectus supplement with respect to a comparable mortgage pool, the underwriting of mortgage loans, the servicer, the servicing and collection of mortgage loans, lending activities and loan sales of the servicer, regulatory matters and delinquency and loss experience and any additional information reasonably requested by the Purchaser, and to deliver to the Purchaser unaudited consolidated financial statements of the Seller, in which case the Purchaser shall bear the cost of having such statements audited by certified public accountants if the Purchaser desires such an audit, or as is otherwise reasonably requested by the Purchaser and which the Seller is capable of providing without unreasonable effort or expense, and to indemnify the Purchaser and its affiliates for material misstatements or omissions contained in such information; (v) to deliver to the Purchaser and to any person designated by the Purchaser, at the Purchaser's expense, such statements and audit letters issued by reputable, certified public accountants pertaining to information provided by the Seller pursuant to clause (iv) above as shall be reasonably requested by the Purchaser (it being acknowledged by Purchaser that the delivery of such statements and letters is subject to the consent of such accountants); (vi) to deliver to the Purchaser, and to any Person designated by the Purchaser, such legal documents and in-house opinions of counsel as are customarily delivered by originators or servicers, as the case may be, and reasonably determined by the Purchaser to be necessary in connection with the transactions contemplated by the Sale and Servicing Agreement, it being understood that the cost of any opinions of outside special counsel that may be required shall be the responsibility of the Seller; (vii) to cooperate fully with the Purchaser and any prospective Purchaser with respect to the preparation of Mortgage Loan documents and other documents and with respect to servicing requirements reasonably requested by the Rating Agencies Agencies, the Insurer and the InsurerXxxxxxx Mac; and (viii) to negotiate and execute one or more custodial and servicing agreements among the Purchaser, the Seller and a third party custodian/trustee which is generally considered to be a prudent custodian/trustee in the secondary mortgage market designated by the Purchaser in its sole discretion after consultation with the Seller, in either case for the purpose of securitizing the Mortgage Loans.