Common use of Servicing Agreement Clause in Contracts

Servicing Agreement. (a) The Servicing Agreement, duly executed counterparts of which have been filed with the Indenture Trustee, sets forth the covenants and obligations of the Servicer with respect to the Trust Property and other matters addressed in the Servicing Agreement, and reference is hereby made to the Servicing Agreement for a detailed statement of said covenants and obligations of the Servicer thereunder. The Owner Trustee agrees that the Indenture Trustee, in its name or (to the extent required by law) in the name of the Owner Trustee, may (but is not required to) enforce all rights of the Owner Trustee and all obligations of the Servicer under and pursuant to the Servicing Agreement for and on behalf of the Noteholders, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) and the Note Insurer whether or not the Owner Trustee is in default hereunder. (b) The Owner Trustee shall, at its own expense, duly and punctually perform and observe each of its obligations to the Servicer under the Servicing Agreement in accordance with the terms thereof. In addition, promptly following a request from the Indenture Trustee to do so, the Owner Trustee shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Servicer of each of its obligations to the Owner Trustee under or in connection with the Servicing Agreement, in accordance with the terms thereof, and in effecting such request shall exercise any and all rights, remedies, powers and privileges lawfully available to the Owner Trustee under or in connection with the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, including, without limitation, the transmission of notices of default on the part of the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer of each of its obligations under the Servicing Agreement. (c) The Owner Trustee agrees to give the Indenture Trustee, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), the Note Insurer, the Class A Noteholders, the Class B Noteholders and the Rating Agencies prompt written notice of each Default, Event of Default or Event of Servicing Default on the part of the Servicer of its obligations under the Servicing Agreement and any material adverse information regarding the Servicer's servicing activities of which the Owner Trustee becomes aware. In the event of termination of the Servicer due to an Event of Servicing Default under the Servicing Agreement, a Successor Servicer which is an Eligible Servicer selected by the Note Insurer shall assume the duties and responsibilities of the Servicer under the procedures specified in the Servicing Agreement. (d) The Owner Trustee shall not waive any default by the Servicer under the Servicing Agreement without the written consent of (x) the Note Insurer or, if a Note Insurer Default has occurred and is continuing, the Class A Noteholders constituting Class A Noteholder Approval, or (y) the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), if the effect thereof would adversely affect the Swap Counterparty or (z) if the Aggregate Outstanding Principal Balance of the Class A Notes has been reduced to zero and the Note Insurer has been paid in full the amounts then owing to it, the Noteholders constituting Class B Noteholder Approval. (e) The Indenture Trustee does not assume any duty or obligation of the Owner Trustee under the Servicing Agreement, and the rights given to the Indenture Trustee thereunder are subject to the provisions of Article VII hereof.

Servicing Agreement. Any Successor Servicer (aother than the Indenture Trustee or any Affiliate thereof) The shall (i) be an established institution having a net worth of not less than $100,000,000 and whose regular business shall include the servicing of automotive receivables and whose appointment as Successor Servicer satisfies the Rating Agency Condition, (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Servicer and (iii) shall provide to the Depositor, in writing, such information as reasonably requested by the Depositor to comply with its reporting obligation under the Exchange Act with respect to a successor Servicer. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, duly executed counterparts and, in accordance with Section 7.2 of which have been filed the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). Notwithstanding anything herein or in the Sale and Servicing Agreement to the contrary, sets forth in no event shall the covenants and obligations Indenture Trustee be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any Successor Servicer with respect to act as Successor Servicer under the Basic Documents and the transactions set forth or provided for therein. If the Indenture Trustee shall succeed to the Trust Property Servicer's duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and other matters addressed not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing Agreement, and reference is hereby made the Indenture Trustee shall be entitled to the Servicing Agreement for a detailed statement appoint as Servicer any one of said covenants and obligations of the Servicer thereunder. The Owner Trustee agrees its Affiliates; provided that the Indenture Trustee, in its name or (to the extent required by law) in the name of the Owner Trustee, may (but is not required to) enforce all rights of the Owner Trustee and all obligations of the Servicer under and pursuant to the Servicing Agreement for and on behalf of the Noteholders, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) and the Note Insurer whether or not the Owner Trustee is in default hereunder. (b) The Owner Trustee shall, at its own expense, duly and punctually perform and observe each of its obligations to the Servicer under the Servicing Agreement in accordance with the terms thereof. In addition, promptly following a request from the Indenture Trustee to do so, the Owner Trustee shall take all such lawful action capacity as the Indenture Trustee may request to compel or secure Servicer, shall be fully liable for the performance actions and observance by the Servicer omissions of each of its obligations to the Owner Trustee under or such Affiliate in connection with the Servicing Agreement, in accordance with the terms thereof, and in effecting such request shall exercise any and all rights, remedies, powers and privileges lawfully available to the Owner Trustee under or in connection with the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, including, without limitation, the transmission of notices of default on the part of the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer of each of its obligations under the Servicing Agreementcapacity as Successor Servicer. (c) The Owner Trustee agrees to give the Indenture Trustee, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), the Note Insurer, the Class A Noteholders, the Class B Noteholders and the Rating Agencies prompt written notice of each Default, Event of Default or Event of Servicing Default on the part of the Servicer of its obligations under the Servicing Agreement and any material adverse information regarding the Servicer's servicing activities of which the Owner Trustee becomes aware. In the event of termination of the Servicer due to an Event of Servicing Default under the Servicing Agreement, a Successor Servicer which is an Eligible Servicer selected by the Note Insurer shall assume the duties and responsibilities of the Servicer under the procedures specified in the Servicing Agreement. (d) The Owner Trustee shall not waive any default by the Servicer under the Servicing Agreement without the written consent of (x) the Note Insurer or, if a Note Insurer Default has occurred and is continuing, the Class A Noteholders constituting Class A Noteholder Approval, or (y) the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), if the effect thereof would adversely affect the Swap Counterparty or (z) if the Aggregate Outstanding Principal Balance of the Class A Notes has been reduced to zero and the Note Insurer has been paid in full the amounts then owing to it, the Noteholders constituting Class B Noteholder Approval. (e) The Indenture Trustee does not assume any duty or obligation of the Owner Trustee under the Servicing Agreement, and the rights given to the Indenture Trustee thereunder are subject to the provisions of Article VII hereof.

Servicing Agreement. (aA) The Servicing Agreement, duly executed counterparts of which have been filed with delivered to the Indenture TrusteeFacility Agent, sets forth the covenants and obligations of the Servicer with respect to the Trust Property Collateral and other matters addressed in the Servicing Agreementtherein, and reference is hereby made to the Servicing Agreement such agreements for a detailed statement of said covenants and obligations of the Servicer thereunder. The Owner Trustee Borrower agrees that the Indenture TrusteeFacility Agent, in its name or (to the extent required by law) in the name of the Owner TrusteeBorrower, may (but is not not, unless so directed and indemnified by the Majority Lenders, required to) enforce all rights of the Owner Trustee and all obligations of the Servicer Borrower under and pursuant to the Servicing Agreement for and on behalf of the Noteholders, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) and the Note Insurer Lenders whether or not the Owner Trustee an Event of Default has occurred and is in default hereundercontinuing. (bA) The Owner Trustee shall, at its own expense, duly and punctually perform and observe each of its obligations to the Servicer under the Servicing Agreement in accordance with the terms thereof. In addition, promptly Promptly following a request from the Indenture Trustee Facility Agent (acting at the direction of the Majority Lenders to do so), the Owner Trustee Borrower shall take all such lawful action as the Indenture Trustee Facility Agent may request to compel or secure the performance and observance by the Servicer of each of its obligations to the Owner Trustee Borrower and with respect to the Solar Assets under or in connection with the Servicing Agreement, Agreement in accordance with the terms thereof, and in effecting such request shall exercise any and all rights, remedies, powers and privileges lawfully available to the Owner Trustee Borrower under or in connection with the Servicing Agreement therewith to the extent and in the manner directed by the Indenture TrusteeFacility Agent, including, without limitation, including the transmission of notices of default on the part of the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer of each of its obligations under the Servicing Agreementthereunder. (cB) The Owner Trustee agrees to give the Indenture Trustee, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), the Note Insurer, the Class A Noteholders, the Class B Noteholders and the Rating Agencies prompt written notice of each Default, Event of Default or Event of Servicing Default on the part of the Servicer of its obligations under the Servicing Agreement and any material adverse information regarding the Servicer's servicing activities of which the Owner Trustee becomes aware. In the event of termination of the Servicer due to an Event of Servicing Default under the Servicing Agreement, a Successor Servicer which is an Eligible Servicer selected by the Note Insurer shall assume the duties and responsibilities of the Servicer under the procedures specified in the Servicing Agreement. (d) The Owner Trustee Borrower shall not waive any default by the Servicer under the Servicing Agreement without the written consent of the Facility Agent (x) which shall be given at the Note Insurer or, if a Note Insurer Default has occurred and is continuing, the Class A Noteholders constituting Class A Noteholder Approval, or (y) the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), if the effect thereof would adversely affect the Swap Counterparty or (z) if the Aggregate Outstanding Principal Balance written direction of the Class A Notes has been reduced to zero and the Note Insurer has been paid in full the amounts then owing to it, the Noteholders constituting Class B Noteholder ApprovalMajority Lenders). (eC) The Indenture Trustee Facility Agent does not assume any duty or obligation of the Owner Trustee Borrower under the Servicing Agreement, and the rights given to the Indenture Trustee Facility Agent thereunder are subject to the provisions of Article VII hereofVII. (D) With respect to the Servicer’s obligations under Section 2.11(c) of the Servicing Agreement, the Facility Agent shall not have any responsibility to the Borrower, the Servicer or any party hereunder to make any inquiry or investigation as to, and shall have no obligation in respect of, the terms of any engagement of an independent accountant by the Servicer; provided that the Facility Agent shall be authorized, upon receipt of written direction from the Servicer directing the Facility Agent, to execute any acknowledgment or other agreement with the independent accountant required for the Facility Agent to receive any of the reports or instructions provided for herein, which acknowledgment or agreement may include, among other things, (i) acknowledgement that the Servicer has agreed that the procedures to be performed by the independent accountant are sufficient for the Borrower’s purposes, (ii) acknowledgment that the Facility Agent has agreed that the procedures to be performed by an independent accountant are sufficient for the Facility Agent’s purposes and that the Facility Agent’s purposes is limited solely to receipt of the report, (iii) releases by the Facility Agent (on behalf of itself and the Lenders) of claims against the independent accountant and acknowledgement of other limitations of liability in favor of the independent accountant, and (iv) restrictions or prohibitions on the disclosure of information or documents provided to it by such firm of independent accountants (including to the Lenders). Notwithstanding the foregoing, in no event shall the Facility Agent be required to execute any agreement in respect of the independent accountant that the Facility Agent determines adversely affects it in its individual capacity or which is in a form that is not reasonably acceptable to the Facility Agent.

Servicing Agreement. (a) The Servicing Agreement, duly executed counterparts of which have been filed with Issuer and the Indenture TrusteeTrustee shall punctually perform and observe all of their respective obligations and agreements, sets forth the covenants and obligations of the Servicer with respect to the Trust Property and other matters addressed if any, contained in the Servicing Agreement. In the event that a conflict exists between the provisions of this Section 3.15 and those of the Servicing Agreement, and reference is hereby made to the terms of the Servicing Agreement for a detailed statement of said covenants and obligations of the Servicer thereunder. The Owner Trustee agrees that the Indenture Trustee, in its name or (to the extent required by law) in the name of the Owner Trustee, may (but is not required to) enforce all rights of the Owner Trustee and all obligations of the Servicer under and pursuant to the Servicing Agreement for and on behalf of the Noteholders, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) and the Note Insurer whether or not the Owner Trustee is in default hereundershall control. (b) The Owner Trustee shallIssuer shall enforce the obligations of the Master Servicer, at its own expensethe Special Servicer, duly and punctually perform and observe each of its obligations to the Servicer under the Servicing Agreement in accordance with the terms thereof. In addition, promptly following a request from the Indenture Trustee to do so, or the Owner Trustee shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Servicer of each of its obligations to the Owner Trustee under or in connection with the Servicing Agreement, in accordance with the terms thereof, and in effecting such request shall exercise any and all rights, remedies, powers and privileges lawfully available to the Owner Trustee under or in connection with the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, including, without limitation, the transmission of notices of default on the part of the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer of each of its obligations Fiscal Agent under the Servicing Agreement. (c) The Owner Trustee agrees Upon any resignation or termination of the Master Servicer or the Special Servicer pursuant to give the Servicing Agreement or any appointment of a successor to any such party pursuant to the Servicing Agreement, the Indenture Trustee, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), the Note Insurer, the Class A Noteholders, the Class B Noteholders and the Rating Agencies Trustee shall give prompt written notice thereof to all Holders of each Default, Event of Default or Event of Servicing Default on Bonds at their respective addresses appearing in the part of the Servicer of its obligations under the Servicing Agreement and any material adverse information regarding the Servicer's servicing activities of which the Owner Trustee becomes awarerelated Bond Register. In the event of termination of that the Indenture Trustee is to act or is acting as successor to the Master Servicer due to an Event of Servicing Default or Special Servicer under the Servicing Agreement, a Successor Servicer which is an Eligible Servicer selected by the Note Insurer shall assume the duties and responsibilities Holders of Bonds representing more than 50% of the Servicer under Voting Rights of the procedures specified in Bonds shall be entitled to direct the Indenture Trustee (and, upon the receipt of such direction, the Indenture Trustee shall be required) to appoint or to petition a court of competent jurisdiction to appoint an alternative successor that meets the requirements of the Servicing Agreement. (d) The Owner Not later than five days after a Responsible Officer of the Indenture Trustee has notice of the occurrence of any event which constitutes or, with notice or lapse of time or both, would constitute a Servicer Event of Default under the Servicing Agreement, the Indenture Trustee shall not waive any transmit by mail to the Issuer and all Holders of Bonds notice of such occurrence, unless such default by shall have been remedied. At the Servicer direction of the Holders of Bonds representing at least 25% of the Voting Rights of the Bonds, the Indenture Trustee shall terminate the rights and obligations of the defaulting party under the Servicing Agreement without the written consent of (x) the Note Insurer or, if a Note Insurer Default has occurred as and is continuing, the Class A Noteholders constituting Class A Noteholder Approval, or (y) the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid extent permitted thereby and shall, subject to Section 3.15(c) of this Indenture, succeed the defaulting party in full), if whatever capacity it served under the effect thereof would adversely affect the Swap Counterparty or (z) if the Aggregate Outstanding Principal Balance of the Class A Notes has been reduced to zero and the Note Insurer has been paid in full the amounts then owing to it, the Noteholders constituting Class B Noteholder ApprovalServicing Agreement. (e) The Issuer and the Indenture Trustee does not assume any duty or obligation may, with the consent of the Owner Trustee Holders of Bonds representing at least 66-2/3% of the Voting Rights of each Class of Bonds affected by a Servicer Event of Default (other than any Bonds owned directly or indirectly by the Master Servicer, the Special Servicer or any Affiliate thereof), waive a Servicer Event of Default under the Servicing Agreement; provided, however, that a Servicer Event of Default relating to the handling, holding and timely remittance of payments, collections and/or distributions on the Mortgage Collateral may only be waived with the consent of each and every Bondholder. Upon any such waiver of a Servicer Event of Default, such Servicer Event of Default shall cease to exist and shall be deemed to have been remedied for every purpose hereunder and under the Servicing Agreement. No such waiver shall extend to any subsequent or other Servicer Event of Default under the Servicing Agreement or impair any right consequent thereon except to the extent expressly so waived. (f) During the continuance of a Servicer Event of Default under the Servicing Agreement, so long as such Servicer Event of Default under the Servicing Agreement shall not have been remedied, the Indenture Trustee, in addition to the right to remove the defaulting party in the manner specified under the Servicing Agreement, shall have the right, in its own name and as trustee of an express trust, to take all actions now or hereafter existing at Law, in equity or by statute to enforce its rights and remedies and to protect the interests, and enforce the rights and remedies, of Bondholders (including the institution and prosecution of all judicial, administrative and other proceedings and the rights given filings of proofs of claim and debt in connection therewith). Except as otherwise expressly provided in the Servicing Agreement, no remedy provided for by this Indenture or the Servicing Agreement with respect to a Servicer Event of Default under the Servicing Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy, and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any such Servicer Event of Default. (g) The Issuer and the Indenture Trustee may enter into any amendment of the Servicing Agreement from time to time, without the consent of any of the Bondholders, (i) to cure any ambiguity, (ii) to correct, modify, supplement or add any provisions with respect to matters or questions arising thereunder are subject which shall not be inconsistent with the provisions hereof or thereof, or (iii) to comply with any requirements imposed by the Code; provided that such amendment shall not adversely affect in any material respect the interests of any Holder of an Outstanding Bond as evidenced by an Opinion of Counsel to such effect. (h) The Issuer, the Master Servicer, the Special Servicer and the Indenture Trustee also may enter into any amendment of the Servicing Agreement from time to time, with the consent of the Holders of Bonds representing more than 50% of the Voting Rights of each Class of Bonds affected thereby, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of Article VII hereof.the Servicing Agreement; provided, however, that no such amendment shall: (i) reduce in any manner the amount of, or delay the timing of, payments, collections and/or distributions received or advanced on Mortgage Collateral which are required to be paid on any Bond without the consent of the Holder of such Bond, or

Servicing Agreement. During the period of time starting on the Cut-Off Date and ending at the close of business on the Servicing Transfer Date (such period, the “Interim Servicing Period”), Seller shall service the Loans and Real Estate Owned for the benefit of Buyer and in accordance with Accepted Servicing Practices and Applicable Law. Seller shall have no obligation to service the Loans and Real Estate Owned after the Servicing Transfer Date except as may be set forth in a separate agreement between Buyer and Seller. In addition, Seller and Buyer hereby agree to the following additional rules and guidelines for servicing of the Loans and Real Estate Owned during the Interim Servicing Period: (a) The Servicing AgreementFor Period from Cut-Off Date Through Closing Date: (i) Seller shall (and shall cause its Affiliates and Representatives to) (A) consult in good faith with Buyer and its designated Representatives prior to entering into (or committing to enter into) any amendment, duly executed counterparts of which have been filed modification, waiver, forbearance, disposition, sale, or any other action with the Indenture Trustee, sets forth the covenants and obligations respect to any of the Servicer Loans or Real Estate Owned, and (B) provide to Representatives of Buyer reasonable access during normal business hours to Seller’s employees engaged in servicing the Loans and Real Estate Owned and the Loan Files related to the Loans and the REO Files related to the Real Estate Owned; (ii) Seller shall not take or commit to take (and shall cause Seller’s Affiliates and Representatives to not take or commit to take) any action (or incur any material expense) with respect to the Trust Property Loans or any Real Estate Owned outside of Ordinary Course Transactions without the prior written consent of Buyer in its discretion, which shall not be unreasonably withheld; and (iii) with respect to Ordinary Course Transactions, Seller shall not (and other matters addressed in shall cause its Affiliates and Representatives to not) undertake or accept (or commit to undertake or accept) any of the Servicing Agreementfollowing actions without the prior written consent of Buyer (which shall not be unreasonably withheld, and reference conditioned or delayed): (A) a discounted payoff of any Loan or a sale of any Loan or Real Estate Owned with an associated Unpaid Principal Balance as of the Cut-Off Date of $50,000 or more; (B) any amendment, modification, waiver or forbearance of any of the terms or conditions of any Loan with an associated Unpaid Principal Balance as of the Cut-Off Date of $50,000 or more, including without limitation, reductions of interest rate, changes to payment terms from current cash pay to accrual or pay-in-kind or reductions to principal balance; (C) taking or accepting title to any property which is hereby made to the Servicing Agreement collateral for a detailed statement Loan as a result of said covenants and obligations judicial or non-judicial foreclosure, assignment or deed-in-lieu of foreclosure, power of sale, UCC sale or otherwise; (D) entering into or modifying any leases, property management or leasing agreements, or other material agreements with respect to Real Estate Owned or (E) incurring any expense in connection with any Loan or Real Estate Owned in excess of, on an aggregate basis for each Loan or Real Estate Owned during the Interim Servicing Period, the lesser of (x) $5,000 or (y) 5% of the Servicer thereunder. The Owner Trustee agrees that the Indenture Trustee, in its name Unpaid Principal Balance of such Loan or (to the extent required by law) in the name Real Estate Owned as of the Owner Trustee, may (but is not required to) enforce all rights of the Owner Trustee and all obligations of the Servicer under and pursuant to the Servicing Agreement for and on behalf of the Noteholders, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) and the Note Insurer whether or not the Owner Trustee is in default hereunderCut-Off Date. (b) The Owner Trustee shallFor Period from Closing Date Through Servicing Transfer Date: (i) Seller shall (and shall cause its Affiliates and Representatives to) (A) consult in good faith with Buyer and its designated Representatives prior to entering into (or committing to enter into) any amendment, at its own expensemodification, duly waiver, forbearance, disposition, sale, or any other action with respect to any of the Loans or Real Estate Owned or incurring any material expense with respect to any Loan or Real Estate Owned, and punctually perform (B) provide to Representatives of Buyer reasonable access during normal business hours to Seller’s employees engaged in servicing the Loans and observe each of its obligations Real Estate Owned and the Loan Files related to the Servicer under Loans and Real Estate Owned; and (ii) shall not take or commit to take (and shall cause Seller’s Affiliates and Representatives to not take or commit to take) any action with respect to the Loans or any Real Estate Owned without the prior written consent of Buyer in its sole and absolute discretion. (c) From and after the Closing, upon the reasonable written request of Buyer and at no cost or expense to Buyer, Seller shall: (a) provide to Buyer a single point of contact at Seller which contact shall be available upon reasonable notice and during normal business hours for all reasonable servicing and IT questions and transition items for at least twelve (12) months after the Closing; (b) as soon as is reasonably practicable after the Closing, in addition to the notice to Borrowers required pursuant to Section 5.2(a)(ix) (which notice shall be sent out prior to the Servicing Agreement Transfer Date at Seller’s expense), mail any customary “good-bye” letters acceptable in accordance form and substance to Buyer and conforming to Applicable Law and RESPA requirements (if applicable); (c) provide Buyer with the terms thereof. In addition, promptly following a request from the Indenture Trustee to do so, the Owner Trustee shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Servicer of reasonably available vendor information for each of its obligations to the Owner Trustee under or in connection with the Servicing Agreement, in accordance with the terms thereof, and in effecting such request shall exercise any and all rights, remedies, powers and privileges lawfully available to the Owner Trustee under or in connection with the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, Purchased Asset (including, without limitation, the transmission of notices of default on the part insurance information, tax service contracts and other information) for notification of the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer of each of its obligations under the Servicing Agreement. (c) The Owner Trustee agrees to give the Indenture Trustee, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), the Note Insurer, the Class A Noteholders, the Class B Noteholders and the Rating Agencies prompt written notice of each Default, Event of Default or Event of Servicing Default on the part transfer of the Servicer of its obligations under the Servicing Agreement and any material adverse information regarding the Servicer's servicing activities of which the Owner Trustee becomes aware. In the event of termination of the Servicer due to an Event of Servicing Default under the Servicing Agreement, a Successor Servicer which is an Eligible Servicer selected by the Note Insurer shall assume the duties and responsibilities of the Servicer under the procedures specified in the Servicing Agreement. Purchased Assets; (d) The Owner Trustee shall not waive produce any default by reasonably available data downloads for the Servicer under the Servicing Agreement without the written consent of (x) the Note Insurer or, if a Note Insurer Default has occurred and is continuing, the Class A Noteholders constituting Class A Noteholder Approval, or (y) the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), if the effect thereof would adversely affect the Swap Counterparty or (z) if the Aggregate Outstanding Principal Balance of the Class A Notes has been reduced to zero and the Note Insurer has been paid in full the amounts then owing to it, the Noteholders constituting Class B Noteholder Approval. Purchased Assets; (e) The Indenture Trustee does not assume any duty or obligation prepare final reports reasonably necessary for transfer of the Owner Trustee under Purchased Assets by Buyer or its Servicer, such final reports to include, but not be limited to, to the Servicing Agreementextent reasonably available, a trial balance, loan history, suspense funds listing, collateral reconciliation, and the rights given tax and insurance reporting; (f) as soon as is reasonably practicable assemble and deliver to Buyer’s Servicer any applicable and reasonably available records related to servicing, tax, insurance, collateral, asset and origination; (g) provide to Buyer and its Servicer all applicable and reasonably available electronic/imaged documentation with respect to the Indenture Trustee thereunder are subject Purchased Assets in the possession or control of Seller or its Affiliates and Representatives; and (h) promptly send trailing documents and payments to Buyer or its Servicer after the provisions of Article VII hereofClosing.

Servicing Agreement. (a) The Servicing Agreement, duly executed counterparts of which have been filed with the Indenture Trustee, sets forth the covenants and obligations of the Servicer with respect 72 2003-A Indenture to the Trust Property and other matters addressed in the Servicing Agreement, and reference is hereby made to the Servicing Agreement for a detailed statement of said covenants and obligations of the Servicer thereunder. The Owner Trustee Issuer agrees that the Indenture Trustee, in its name or (to the extent required by law) in the name of the Owner TrusteeIssuer, may (but is not required to) enforce all rights of the Owner Trustee Issuer and all obligations of the Servicer under and pursuant to the Servicing Agreement for and on behalf of the Noteholders, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) and the Note Insurer whether or not the Owner Trustee Issuer is in default hereunder. (b) The Owner Trustee Issuer shall, at its own expense, duly and punctually perform and observe each of its obligations to the Servicer under the Servicing Agreement in accordance with the terms thereof. In addition, promptly following a request from the Indenture Trustee to do so, the Owner Trustee Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Servicer of each of its obligations to the Owner Trustee Issuer under or in connection with the Servicing Agreement, in accordance with the terms thereof, and in effecting such request shall exercise any and all rights, remedies, powers and privileges lawfully available to the Owner Trustee Issuer under or in connection with the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, including, without limitation, the transmission of notices of default on the part of the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer of each of its obligations under the Servicing Agreement. (c) The Owner Trustee Issuer agrees to give the Indenture Trustee, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), the Note Insurer, the Class A Noteholders, the Class B Noteholders and the Rating Agencies prompt written notice of each Default, Event of Default or Event of Servicing Default on the part of the Servicer of its obligations under the Servicing Agreement and any material adverse information regarding the Servicer's servicing activities of which the Owner Trustee Issuer becomes aware. In the event of termination of the Servicer due to an Event of Servicing Default under the Servicing Agreement, a Successor Servicer which is an Eligible Servicer selected by the Note Insurer shall assume the duties and responsibilities of the Servicer under the procedures specified in the Servicing Agreement. (d) The Owner Trustee Issuer shall not waive any default by the Servicer under the Servicing Agreement without the written consent of (x) the Note Insurer or, if a Note Insurer Default has occurred and is continuing, the Class A Noteholders constituting Class A Noteholder Approval, or (y) the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), if the effect thereof would adversely affect the Swap Counterparty or (z) if the Aggregate Outstanding Principal Balance of the Class A Notes has been reduced to zero and the Note Insurer has been paid in full the amounts then owing to it, the Noteholders constituting Class B Noteholder Approval. (e) The Indenture Trustee does not assume any duty or obligation of the Owner Trustee Issuer under the Servicing Agreement, and the rights given to the Indenture Trustee thereunder are subject to the provisions of Article VII hereof.

Servicing Agreement. (a) The Pooling and Servicing Agreement, duly executed counterparts of which have been filed with the Indenture Trustee, sets forth the covenants and obligations of Agreement permits the Servicer to enter into Sub-Servicing Agreements with respect to certain institutions eligible for appointment as Sub-Servicers for the Trust Property servicing and other matters addressed in the Servicing Agreement, and reference is hereby made to the Servicing Agreement for a detailed statement administration of said covenants and obligations certain Mortgage Loans. No appointment of any Sub-Servicer shall release the Servicer thereunder. The Owner Trustee agrees that the Indenture Trustee, in its name or (to the extent required by law) in the name of the Owner Trustee, may (but is not required to) enforce all rights of the Owner Trustee and all obligations of the Servicer under and pursuant to the Servicing Agreement for and on behalf of the Noteholders, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) and the Note Insurer whether or not the Owner Trustee is in default hereunder. (b) The Owner Trustee shall, at its own expense, duly and punctually perform and observe each of its obligations to the Servicer under the Servicing Agreement in accordance with the terms thereof. In addition, promptly following a request from the Indenture Trustee to do so, the Owner Trustee shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Servicer of each of its obligations to the Owner Trustee under or in connection with the Servicing Agreement, in accordance with the terms thereof, and in effecting such request shall exercise any and all rights, remedies, powers and privileges lawfully available to the Owner Trustee under or in connection with the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, including, without limitation, the transmission of notices of default on the part of the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer of each of its obligations under the Pooling and Servicing Agreement. (c) The Owner Trustee agrees to give . This Certificate does not represent a deposit or other obligation of, or an interest in, nor are the Indenture Trusteeunderlying Mortgage Loans insured or guaranteed by, the Swap Counterparty Unaffiliated Seller, the Depositor, the Servicer, or any of their subsidiaries and affiliates and are not insured or guaranteed by the Federal Deposit Insurance Corporation, the Government National Mortgage Association, or any other governmental agency. This Certificate is limited in right of payment to certain collections and recoveries and amounts on deposit in the Accounts, all as more specifically set forth hereinabove and in the Pooling and Servicing Agreement. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to the Pooling and Servicing Agreement, or for the appointment of a receiver or trustee, or for any other remedy under the Pooling and Servicing Agreement except in compliance with the terms hereof. Notwithstanding any other provisions in the Pooling and Servicing Agreement, the Owner of any Certificate shall have the right which is absolute and unconditional to receive distributions to the extent provided in the Pooling and Servicing Agreement with respect to such Certificate or to institute suit for the enforcement of any such distribution, and such right shall not be impaired without the consent of such Owner. The Pooling and Servicing Agreement provides that the obligations created thereby will terminate upon the earlier of (unless i) the Interest Rate Swap Agreement has been terminated and payment to the Owners of all of all amounts owed held by the Trustee and required to be paid to such Owners pursuant to the Swap Counterparty have been paid Pooling and Servicing Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in fullthe Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate or (ii) at any time when a Qualified Liquidation of the Upper-Tier REMIC and the Lower-Tier REMIC is effected as described in the Pooling and Servicing Agreement. The Pooling and Servicing Agreement additionally provides that (i) the Servicer may, at its option, purchase from the Trust all (but not fewer than all) remaining Mortgage Loans and other property then constituting the Trust Estate, and thereby effect early retirement of the Offered Certificates, on any Remittance Date when the aggregate outstanding Loan Balances of the Mortgage Loans in the Trust Estate is 10% or less of the sum of the Original Aggregate Loan Balance of the Mortgage Loans in the Trust Estate, (ii) in the event that the Servicer does not exercise the option described in clause (i), the Note Insurer, Trustee is required by the Class A Noteholders, the Class B Noteholders Pooling and the Rating Agencies prompt written notice of each Default, Event of Default or Event of Servicing Default on the part Agreement to perform an Auction Sale of the Servicer Mortgage Loans as provided therein, and (iii) under certain circumstances relating to the qualification of its obligations the Trust as a REMIC under the Servicing Agreement and any material adverse information regarding the Servicer's servicing activities of which the Owner Trustee becomes aware. In the event of termination of the Servicer due to an Event of Servicing Default under the Servicing Agreement, a Successor Servicer which is an Eligible Servicer selected by the Note Insurer shall assume the duties and responsibilities of the Servicer under the procedures specified in the Servicing Agreement. (d) The Owner Trustee shall not waive any default by the Servicer under the Servicing Agreement without the written consent of (x) the Note Insurer or, if a Note Insurer Default has occurred and is continuing, the Class A Noteholders constituting Class A Noteholder Approval, or (y) the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), if the effect thereof would adversely affect the Swap Counterparty or (z) if the Aggregate Outstanding Principal Balance of the Class A Notes has been reduced to zero and the Note Insurer has been paid in full the amounts then owing to it, the Noteholders constituting Class B Noteholder Approval. (e) The Indenture Trustee does not assume any duty or obligation of the Owner Trustee under the Servicing Agreement, and the rights given to the Indenture Trustee thereunder are subject to the provisions of Article VII hereof.Code the

Servicing Agreement. During the period of time starting on the Cut-Off Date and ending at the close of business on the applicable Servicing Transfer Date (such period, the “Interim Servicing Period”), Seller shall service the Transferred Loans for the benefit of Buyer and in accordance with Accepted Servicing Practices and Applicable Law (including RESPA with respect to Residential Loans). In addition, Seller and Buyer hereby agree to the following additional rules and guidelines for servicing of the Transferred Loans during the Interim Servicing Period: (a) The Servicing AgreementFor Period from the Date of this Agreement Through Closing Date: (i) Seller shall (and shall cause its Affiliates and Representatives to) (A) consult in good faith with Buyer and its designated Representatives prior to entering into (or committing to enter into) any amendment, duly executed counterparts of which have been filed modification, waiver, forbearance, disposition, sale, or any other action with the Indenture Trustee, sets forth the covenants and obligations respect to any of the Servicer Transferred Loans or incurring any material expense with respect to any Transferred Loan, and (B) provide to Representatives of Buyer reasonable access during normal business hours to Seller’s employees engaged in servicing the Transferred Loans and the Loan Files related to the Transferred Loans; (ii) Seller shall not take or commit to take (and shall cause Seller’s Affiliates and Representatives to not take or commit to take) any action with respect to the Trust Property Transferred Loans outside of Ordinary Course Transactions without the prior written consent of Buyer in its discretion, which shall not be unreasonably withheld; and (iii) with respect to Ordinary Course Transactions, Seller shall not (and other matters addressed in shall cause its Affiliates and Representatives to not) undertake or accept (or commit to undertake or accept) any of the Servicing Agreementfollowing actions without the prior written consent of Buyer (which shall not be unreasonably withheld, and reference conditioned or delayed): (A) a discounted payoff of any Transferred Loan or a sale of any Transferred Loan with an associated unpaid principal balance as of the Cut-Off Date of $50,000 or more; (B) any amendment, modification, waiver or forbearance of any of the terms or conditions of any Transferred Loan with an associated unpaid principal balance as of the Cut-Off Date of $50,000 or more, including without limitation, reductions of interest rate, changes to payment terms from current cash pay to accrual or pay-in-kind or reductions to principal balance; (C) taking or accepting title to any property which is hereby made to the Servicing Agreement collateral for a detailed statement Transferred Loan as a result of said covenants and obligations judicial or non-judicial foreclosure, assignment or deed-in-lieu of foreclosure, power of sale, UCC sale or otherwise; or (D) incurring any expense in connection with any Transferred Loan in excess of, on an aggregate basis for each Transferred Loan during the Interim Servicing Period, the lesser of (x) $5,000 or (y) 5% of the Servicer thereunder. The Owner Trustee agrees that the Indenture Trustee, in its name or (to the extent required by law) in the name unpaid principal balance of such Transferred Loan as of the Owner Trustee, may (but is not required to) enforce all rights of the Owner Trustee and all obligations of the Servicer under and pursuant to the Servicing Agreement for and on behalf of the Noteholders, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) and the Note Insurer whether or not the Owner Trustee is in default hereunderCut-Off Date. (b) The Owner Trustee shallFor Period from Closing Date Through the applicable Servicing Transfer Date: (i) Seller shall (and shall cause its Affiliates and Representatives to) (A) consult in good faith with Buyer and its designated Representatives prior to entering into (or committing to enter into) any amendment, at its own expensemodification, duly waiver, forbearance, disposition, sale, or any other action with respect to any of the Transferred Loans or incurring any material expense with respect to any Transferred Loan, and punctually perform (B) provide to Representatives of Buyer reasonable access during normal business hours to Seller’s employees engaged in servicing the Transferred Loans and observe each of its obligations the Loan Files related to the Servicer under the Servicing Agreement in accordance Transferred Loans; and (ii) shall not take or commit to take (and shall cause Seller’s Affiliates and Representatives to not take or commit to take) any action with the terms thereof. In addition, promptly following a request from the Indenture Trustee to do so, the Owner Trustee shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Servicer of each of its obligations respect to the Owner Trustee under or in connection with the Servicing Agreement, in accordance with the terms thereof, and in effecting such request shall exercise any and all rights, remedies, powers and privileges lawfully available to the Owner Trustee under or in connection with the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, including, without limitation, the transmission of notices of default on the part of the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer of each of its obligations under the Servicing Agreement. (c) The Owner Trustee agrees to give the Indenture Trustee, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), the Note Insurer, the Class A Noteholders, the Class B Noteholders and the Rating Agencies prompt written notice of each Default, Event of Default or Event of Servicing Default on the part of the Servicer of its obligations under the Servicing Agreement and any material adverse information regarding the Servicer's servicing activities of which the Owner Trustee becomes aware. In the event of termination of the Servicer due to an Event of Servicing Default under the Servicing Agreement, a Successor Servicer which is an Eligible Servicer selected by the Note Insurer shall assume the duties and responsibilities of the Servicer under the procedures specified in the Servicing Agreement. (d) The Owner Trustee shall not waive any default by the Servicer under the Servicing Agreement Transferred Loans without the prior written consent of (x) the Note Insurer or, if a Note Insurer Default has occurred Buyer in its sole and is continuing, the Class A Noteholders constituting Class A Noteholder Approval, or (y) the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), if the effect thereof would adversely affect the Swap Counterparty or (z) if the Aggregate Outstanding Principal Balance of the Class A Notes has been reduced to zero and the Note Insurer has been paid in full the amounts then owing to it, the Noteholders constituting Class B Noteholder Approvalabsolute discretion. (e) The Indenture Trustee does not assume any duty or obligation of the Owner Trustee under the Servicing Agreement, and the rights given to the Indenture Trustee thereunder are subject to the provisions of Article VII hereof.

Servicing Agreement. (a) The Pooling and Servicing Agreement, duly executed counterparts of which have been filed with the Indenture Trustee, sets forth the covenants and obligations of Agreement permits the Servicer to enter into Sub-Servicing Agreements with respect to certain institutions eligible for appointment as Sub-Servicers for the Trust Property servicing and other matters addressed in the Servicing Agreement, and reference is hereby made to the Servicing Agreement for a detailed statement administration of said covenants and obligations certain Mortgage Loans. No appointment of any Sub-Servicer shall release the Servicer thereunder. The Owner Trustee agrees that the Indenture Trustee, in its name or (to the extent required by law) in the name of the Owner Trustee, may (but is not required to) enforce all rights of the Owner Trustee and all obligations of the Servicer under and pursuant to the Servicing Agreement for and on behalf of the Noteholders, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) and the Note Insurer whether or not the Owner Trustee is in default hereunder. (b) The Owner Trustee shall, at its own expense, duly and punctually perform and observe each of its obligations to the Servicer under the Servicing Agreement in accordance with the terms thereof. In addition, promptly following a request from the Indenture Trustee to do so, the Owner Trustee shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Servicer of each of its obligations to the Owner Trustee under or in connection with the Servicing Agreement, in accordance with the terms thereof, and in effecting such request shall exercise any and all rights, remedies, powers and privileges lawfully available to the Owner Trustee under or in connection with the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, including, without limitation, the transmission of notices of default on the part of the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer of each of its obligations under the Pooling and Servicing Agreement. (c) The Owner Trustee agrees to give . This Certificate does not represent a deposit or other obligation of, or an interest in, nor are the Indenture Trusteeunderlying Mortgage Loans insured or guaranteed by, the Swap Counterparty Unaffiliated Seller, the Depositor, the Servicer, or any of their subsidiaries and affiliates and are not insured or guaranteed by the Federal Deposit Insurance Corporation, the Government National Mortgage Association, or any other governmental agency. This Certificate is limited in right of payment to certain collections and recoveries and amounts on deposit in the Accounts, all as more specifically set forth hereinabove and in the Pooling and Servicing Agreement. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to the Pooling and Servicing Agreement, or for the appointment of a receiver or trustee, or for any other remedy under the Pooling and Servicing Agreement except in compliance with the terms hereof. Notwithstanding any other provisions in the Pooling and Servicing Agreement, the Owner of any Certificate shall have the right which is absolute and unconditional to receive distributions to the extent provided in the Pooling and Servicing Agreement with respect to such Certificate or to institute suit for the enforcement of any such distribution, and such right shall not be impaired without the consent of such Owner. The Pooling and Servicing Agreement provides that the obligations created thereby will terminate upon the earlier of (unless i) the Interest Rate Swap Agreement has been terminated and payment to the Owners of all Certificates of all amounts owed held by the Trustee and required to be paid to such Owners pursuant to the Swap Counterparty have been paid Pooling and Servicing Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in fullthe Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate or (ii) at any time when a Qualified Liquidation of the Upper-Tier REMIC and the Lower-Tier REMIC is effected as described in the Pooling and Servicing Agreement. The Pooling and Servicing Agreement additionally provides that (i) the Servicer may, at its option, purchase from the Trust all (but not fewer than all) remaining Mortgage Loans and other property then constituting the Trust Estate, and thereby effect early retirement of the Offered Certificates, on any Remittance Date when the aggregate outstanding Loan Balances of the Mortgage Loans in the Trust Estate is 10% or less of the sum of the Original Aggregate Loan Balance of the Mortgage Loans in the Trust Estate, (ii) in the event that the Servicer does not exercise the option described in clause (i), the Note InsurerTrustee is required by the Pooling and Servicing Agreement to perform an Auction Sale of the Mortgage Loans as provided therein, and (iii) under certain circumstances relating to the qualification of the Trust as a REMIC under the Code the Mortgage Loans may be sold, thereby affecting the early retirement of the Class A Noteholders, the Class B Noteholders and the Rating Agencies prompt A-7 Certificates. The Trustee shall give written notice of each Default, Event of Default or Event of Servicing Default on the part of the Servicer of its obligations under the Servicing Agreement and any material adverse information regarding the Servicer's servicing activities of which the Owner Trustee becomes aware. In the event of termination of the Servicer due Pooling and Servicing Agreement to an Event each Owner in the manner set forth therein. The Owners of Servicing Default under a majority of the Percentage Interests represented by the Offered Certificates, upon compliance with the requirements set forth in the Pooling and Servicing Agreement, a Successor Servicer which have the right to exercise any trust or power set forth in the Pooling and Servicing Agreement with respect to the Certificates or the Trust Estate. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth and referred to on the face hereof, the transfer of this Certificate is an Eligible Servicer selected by registrable in the Note Insurer shall assume Register upon surrender of this Certificate for registration of transfer at the duties and responsibilities office designated as the location of the Servicer under Register, and thereupon one or more new Certificates of like Class, tenor and a like Percentage Interest will be issued to the procedures specified designated transferee or transferees. The Trustee is required to furnish certain information on each Distribution Date to the Owner of this Certificate, as more fully described in the Pooling and Servicing Agreement. (d) . The Owner Trustee shall not waive any default by Class A-7 Certificates are issuable only as registered Certificates in denominations of $1,000 original principal amount and integral multiples of $1,000. As provided in the Servicer under the Pooling and Servicing Agreement without and subject to certain limitations therein set forth, Class A-7 Certificates are exchangeable for new Class A-7 Certificates of authorized denominations evidencing the written consent same aggregate principal amount. The Trustee and any agent of (x) the Note Insurer orTrustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, if a Note Insurer Default has occurred and is continuing, neither the Class A Noteholders constituting Class A Noteholder Approval, or (y) the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed Trustee nor any such agent shall be affected by notice to the Swap Counterparty have been paid in full), if the effect thereof would adversely affect the Swap Counterparty or (z) if the Aggregate Outstanding Principal Balance of the Class A Notes has been reduced to zero and the Note Insurer has been paid in full the amounts then owing to it, the Noteholders constituting Class B Noteholder Approvalcontrary. (e) The Indenture Trustee does not assume any duty or obligation of the Owner Trustee under the Servicing Agreement, and the rights given to the Indenture Trustee thereunder are subject to the provisions of Article VII hereof.

Servicing Agreement. (a) The Servicing Agreement, duly executed counterparts of which have been filed with the Indenture Trustee, sets forth the covenants and obligations of the Servicer with respect to the Trust Property and other matters addressed in the Servicing Agreement, and reference is hereby made to the Servicing Agreement for a detailed statement of said covenants and obligations of the Servicer thereunder. The Owner Trustee agrees that the Indenture Trustee, in its name or (to the extent required by law) in the name of the Owner Trustee, may (but is not required to) enforce all rights of the Owner Trustee and all obligations of the Servicer under and pursuant to the Servicing Agreement for and on behalf of the Noteholders, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) Noteholders and the Note Insurer whether or not the Owner Trustee is in default hereunder. (b) The Owner Trustee shall, at its own expense, duly and punctually perform and observe each of its obligations to the Servicer under the Servicing Agreement in accordance with the terms thereof. In addition, promptly following a request from the Indenture Trustee to do so, the Owner Trustee shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Servicer of each of its obligations to the Owner Trustee under or in connection with the Servicing Agreement, in accordance with the terms thereof, and in effecting such request shall exercise any and all rights, remedies, powers and privileges lawfully available to the Owner Trustee under or in connection with the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, including, without limitation, the transmission of notices of default on the part of the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer of each of its obligations under the Servicing Agreement. (c) The Owner Trustee agrees to give the Indenture Trustee, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), the Note Insurer, the Class A Noteholders, the Class B Noteholders and the Rating Agencies prompt written notice of each Default, Event of Default or Event of Servicing Default on the part of the Servicer of its obligations under the Servicing Agreement and any material adverse information regarding the Servicer's servicing activities of which the Owner Trustee becomes aware. In the event of termination of the Servicer due to an Event of Servicing Default under the Servicing Agreement, a Successor Servicer which is an Eligible Servicer selected by the Note Insurer shall assume the duties and responsibilities of the Servicer under the procedures specified in the Servicing Agreement. (d) The Owner Trustee shall not waive any default by the Servicer under the Servicing Agreement without the written consent of (x) the Note Insurer or, if a Note Insurer Default has occurred and is continuing, the Class A Noteholders constituting Class A Noteholder Approval, or (y) the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), if the effect thereof would adversely affect the Swap Counterparty or (z) if the Aggregate Outstanding Principal Balance of the Class A Notes has been reduced to zero and the Note Insurer has been paid in full the amounts then owing to it, the Noteholders constituting Class B Noteholder Approval. (e) The Indenture Trustee does not assume any duty or obligation of the Owner Trustee under the Servicing Agreement, and the rights given to the Indenture Trustee thereunder are subject to the provisions of Article VII hereof.

Servicing Agreement. During the period of time starting on the Cut-Off Date and ending at the close of business on the Servicing Transfer Date (such period, the “Interim Servicing Period”), Seller shall service the Residential Loans and Real Estate Owned for the benefit of Buyer and in accordance with Accepted Servicing Practices and Applicable Law. In addition, Seller and Buyer hereby agree to the following additional rules and guidelines for servicing of the Residential Loans and Real Estate Owned during the Interim Servicing Period: (a) The Servicing AgreementFor Period from Cut-Off Date Through Closing Date: (i) Seller shall (and shall cause its Affiliates and Representatives to) (A) consult in good faith with Buyer and its designated Representatives prior to entering into (or committing to enter into) any amendment, duly executed counterparts of which have been filed modification, waiver, forbearance, disposition, sale, or any other action with the Indenture Trustee, sets forth the covenants and obligations respect to any of the Servicer Residential Loans or Real Estate Owned or incurring any material expense with respect to any Residential Loan or Real Estate Owned, and (B) provide to Representatives of Buyer reasonable access during normal business hours to Seller’s employees engaged in servicing the Residential Loans and Real Estate Owned and the Loan Files related to the Residential Loans and Real Estate Owned; (ii) Seller shall not take or commit to take (and shall cause Seller’s Affiliates and Representatives to not take or commit to take) any action with respect to the Trust Property Residential Loans or any Real Estate Owned outside of Ordinary Course Transactions without the prior written consent of Buyer in its discretion, which shall not be unreasonably withheld; and (iii) with respect to Ordinary Course Transactions, Seller shall not (and other matters addressed in shall cause its Affiliates and Representatives to not) undertake or accept (or commit to undertake or accept) any of the Servicing Agreementfollowing actions without the prior written consent of Buyer (which shall not be unreasonably withheld, and reference conditioned or delayed): (A) a discounted payoff of any Residential Loan or a sale of any Residential Loan or Real Estate Owned with an associated unpaid principal balance as of the Cut-Off Date of $50,000 or more; (B) any amendment, modification, waiver or forbearance of any of the terms or conditions of any Residential Loan with an associated unpaid principal balance as of the Cut-Off Date of $50,000 or more, including without limitation, reductions of interest rate, changes to payment terms from current cash pay to accrual or pay-in-kind or reductions to principal balance; (C) taking or accepting title to any property which is hereby made to the Servicing Agreement collateral for a detailed statement Residential Loan as a result of said covenants and obligations judicial or non-judicial foreclosure, assignment or deed-in-lieu of foreclosure, power of sale, UCC sale or otherwise; (D) entering into or modifying any leases, property management or leasing agreements, or other material agreements with respect to Real Estate Owned or (E) incurring any expense in connection with any Residential Loan or Real Estate Owned in excess of, on an aggregate basis for each Residential Loan or Real Estate Owned during the Interim Servicing Period, the lesser of (x) $5,000 or (y) 5% of the Servicer thereunder. The Owner Trustee agrees that the Indenture Trustee, in its name unpaid principal balance of such Residential Loan or (to the extent required by law) in the name Real Estate Owned as of the Owner Trustee, may (but is not required to) enforce all rights of the Owner Trustee and all obligations of the Servicer under and pursuant to the Servicing Agreement for and on behalf of the Noteholders, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) and the Note Insurer whether or not the Owner Trustee is in default hereunderCut-Off Date. (b) The Owner Trustee shallFor Period from Closing Date Through Servicing Transfer Date: (i) Seller shall (and shall cause its Affiliates and Representatives to) (A) consult in good faith with Buyer and its designated Representatives prior to entering into (or committing to enter into) any amendment, at its own expensemodification, duly waiver, forbearance, disposition, sale, or any other action with respect to any of the Residential Loans or Real Estate Owned or incurring any material expense with respect to any Residential Loan or Real Estate Owned, and punctually perform (B) provide to Representatives of Buyer reasonable access during normal business hours to Seller’s employees engaged in servicing the Residential Loans and observe each of its obligations Real Estate Owned and the Loan Files related to the Servicer under the Servicing Agreement in accordance Residential Loans and Real Estate Owned; and (ii) shall not take or commit to take (and shall cause Seller’s Affiliates and Representatives to not take or commit to take) any action with the terms thereof. In addition, promptly following a request from the Indenture Trustee to do so, the Owner Trustee shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Servicer of each of its obligations respect to the Owner Trustee under Residential Loans or any Real Estate Owned without the prior written consent of Buyer in connection with the Servicing Agreement, in accordance with the terms thereof, its sole and in effecting such request shall exercise any and all rights, remedies, powers and privileges lawfully available to the Owner Trustee under or in connection with the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, including, without limitation, the transmission of notices of default on the part of the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer of each of its obligations under the Servicing Agreementabsolute discretion. (c) The Owner Trustee agrees From and after the Closing Date and upon the reasonable request of Buyer, Seller shall (at no cost or expense to give Buyer): (i) provide to Buyer a single point of contact at Seller which contact shall be available for all servicing and IT questions and transition items for at least twelve (12) months after the Indenture TrusteeServicing Transfer Date; (ii) mail “good-bye” letters to each Borrower acceptable in form and substance to Buyer and Seller; (iii) provide Buyer with all vendor information on each Residential Loan (including without limitation, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full)insurance information, the Note Insurertax service contracts, the Class A Noteholders, the Class B Noteholders and the Rating Agencies prompt written notice of each Default, Event of Default or Event of Servicing Default on the part etc.) for notification of the transfer of the Residential Loans; (iv) produce any data downloads of information not previously provided to Buyer or its Servicer as reasonably requested by Buyer or its Servicer; (v) prepare final reports required for transfer by Buyer or its Servicer to include but not be limited to a trial balance, loan history, suspense funds listing, collateral reconciliation, and tax and insurance reporting; (vi) box and ship files overnight to Buyer’s Servicer (servicing, tax, insurance, collateral, asset, origination, etc.); (vii) provide to Buyer and its Servicer all electronic/imaged documentation in the possession or control of Seller or its obligations under Affiliates or Representatives; (viii) promptly send trailing documents and payments to Buyer or its Servicer after the Servicing Agreement Transfer Date; and any material adverse information regarding (ix) cooperate in the Servicer's servicing activities of which the Owner Trustee becomes aware. In the event of termination transition of the Servicer due to an Event of Servicing Default under the Servicing Agreement, a Successor Servicer which is an Eligible Servicer selected by the Note Insurer shall assume the duties and responsibilities servicing of the Servicer under the procedures specified in the Servicing AgreementResidential Loans to Buyer and Buyer’s Servicer. (d) The Owner Trustee shall not waive any default by the Servicer under the Servicing Agreement without the written consent of (x) the Note Insurer or, if a Note Insurer Default has occurred and is continuing, the Class A Noteholders constituting Class A Noteholder Approval, or (y) the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), if the effect thereof would adversely affect the Swap Counterparty or (z) if the Aggregate Outstanding Principal Balance of the Class A Notes has been reduced to zero and the Note Insurer has been paid in full the amounts then owing to it, the Noteholders constituting Class B Noteholder Approval. (e) The Indenture Trustee does not assume any duty or obligation of the Owner Trustee under the Servicing Agreement, and the rights given to the Indenture Trustee thereunder are subject to the provisions of Article VII hereof.

Servicing Agreement. (a) The Servicing Agreement, duly executed counterparts of which have been filed with the Indenture Trustee, sets forth the covenants and obligations of the Servicer with respect 66 to the Trust Property and other matters addressed in the Servicing Agreement, and reference is hereby made to the Servicing Agreement for a detailed statement of said covenants and obligations of the Servicer thereunder. The Owner Trustee agrees that the Indenture Trustee, in its name or (to the extent required by law) in the name of the Owner Trustee, may (but is not required to) enforce all rights of the Owner Trustee and all obligations of the Servicer under and pursuant to the Servicing Agreement for and on behalf of the Noteholders, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) Noteholders and the Note Insurer whether or not the Owner Trustee is in default hereunder. (b) The Owner Trustee shall, at its own expense, duly and punctually perform and observe each of its obligations to the Servicer under the Servicing Agreement in accordance with the terms thereof. In addition, promptly following a request from the Indenture Trustee to do so, the Owner Trustee shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Servicer of each of its obligations to the Owner Trustee under or in connection with the Servicing Agreement, in accordance with the terms thereof, and in effecting such request shall exercise any and all rights, remedies, powers and privileges lawfully available to the Owner Trustee under or in connection with the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, including, without limitation, the transmission of notices of default on the part of the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer of each of its obligations under the Servicing Agreement. (c) The Owner Trustee agrees to give the Indenture Trustee, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), the Note Insurer, the Class A Noteholders, the Class B Noteholders and the Rating Agencies prompt written notice of each Default, Event of Default or Event of Servicing Default on the part of the Servicer of its obligations under the Servicing Agreement and any material adverse information regarding the Servicer's servicing activities of which the Owner Trustee becomes aware. In the event of termination of the Servicer due to an Event of Servicing Default under the Servicing Agreement, a Successor Servicer which is an Eligible Servicer selected by the Note Insurer shall assume the duties and responsibilities of the Servicer under the procedures specified in the Servicing Agreement. (d) The Owner Trustee shall not waive any default by the Servicer under the Servicing Agreement without the written consent of (x) the Note Insurer or, if a Note Insurer Default has occurred and is continuing, the Class A Noteholders constituting Class A Noteholder Approval, or (y) the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), if the effect thereof would adversely affect the Swap Counterparty or (z) if the Aggregate Outstanding Principal Balance of the Class A Notes has been reduced to zero and the Note Insurer has been paid in full the amounts then owing to it, the Noteholders constituting Class B Noteholder Approval. (e) The Indenture Trustee does not assume any duty or obligation of the Owner Trustee under the Servicing Agreement, and the rights given to the Indenture Trustee thereunder are subject to the provisions of Article VII hereof.

Servicing Agreement. (ai) The Servicing Agreement, duly executed counterparts of which have been filed with Issuer and the Indenture TrusteeTrustee shall punctually perform and observe all of their respective obligations and agreements, sets forth the covenants and obligations of the Servicer with respect to the Trust Property and other matters addressed if any, contained in the Servicing Agreement. (ii) The Issuer may, and reference but is hereby made to not obligated to, enforce the obligations of the Master Servicer or the Special Servicer under the Servicing Agreement for a detailed statement of said covenants and obligations of the Servicer thereunder. The Owner Trustee agrees that the Indenture Trusteemay, in its name or (to the extent required by law) in the name of the Owner Trustee, may (but is not required obligated to) enforce all , perform, or cause a designee to perform, any defaulted obligation of any such party thereunder or exercise the rights of any such party thereunder; provided, however, that the Owner Trustee Master Servicer or the Special Servicer under the Servicing Agreement shall not be relieved of any of its obligations thereunder by virtue of such performance by the Issuer or its designee. The Issuer shall not have any responsibility or liability for any action or failure to act by the Master Servicer or the Special Servicer under the Servicing Agreement and all obligations shall not be obligated to supervise the performance of any such party thereunder. (iii) Upon any resignation or termination of the Master Servicer under and or the Special Servicer pursuant to the Servicing Agreement for and on behalf or any appointment of a successor to any such party pursuant to the NoteholdersServicing Agreement, the Swap Counterparty (unless Indenture Trustee shall give prompt written notice thereof to all Holders of Bonds at their respective addresses appearing in the Interest Rate Swap Agreement has been terminated and all amounts owed to related Bond Register. In the Swap Counterparty have been paid in full) and event that the Note Insurer whether or not the Owner Indenture Trustee is in default hereunder. (b) The Owner Trustee shallto act or is acting as successor servicer, at its own expense, duly and punctually perform and observe each of its obligations to the Master Servicer or Special Servicer under the Servicing Agreement in accordance with Agreement, the terms thereof. In addition, promptly following a request from Holders of Bonds representing more than 50% of the Voting Rights of the Bonds shall be entitled to direct the Indenture Trustee to do so(and, upon the Owner Trustee shall take all receipt of such lawful action as direction, the Indenture Trustee may request shall be required) to compel appoint or secure to petition a court of competent jurisdiction to appoint an alternative successor that meets the performance and observance by the Servicer requirements of each of its obligations to the Owner Trustee under or in connection with the Servicing Agreement. (iv) Not later than the later of (i) ninety (90) days after the occurrence of any event which constitutes or, in accordance with the terms thereofnotice or lapse of time or both, and in effecting such request shall exercise any and all rights, remedies, powers and privileges lawfully available to the Owner Trustee would constitute a Servicing Event of Default under or in connection with the Servicing Agreement and (ii) five days after a Responsible Officer of the Indenture Trustee has notice of the occurrence of such an event, the Indenture Trustee shall transmit by mail to the Issuer and all Holders of Bonds notice of such occurrence, unless such default shall have been remedied. At the direction of the Holders of Bonds representing more than 50% of the Voting Rights of the Bonds, the Indenture Trustee shall terminate the rights and obligations of the defaulting party under the Servicing Agreement as and to the extent permitted thereby and shall, subject to the last sentence of Section 3.15(d)(iii), succeed the defaulting party in the manner directed by the Indenture Trustee, including, without limitation, the transmission of notices of default on the part of the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer of each of its obligations whatever capacity it served under the Servicing Agreement. (cv) The Owner Trustee agrees to give Issuer and the Indenture TrusteeTrustee may, with the consent of the Holders of Bonds representing at least 66-2/3% of the Voting Rights (or, in the case of a Class of Interest Only Bonds, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), the Note Insurer, the Class A Noteholders, the Class B Noteholders and the Rating Agencies prompt written notice aggregate Notional Amount) of each DefaultClass of Bonds, waive a Servicing Event of Default or under the Servicing Agreement; provided, however, that a Servicing Event of Servicing Default relating to the handling, holding and timely remittance of payments, collections and/or distributions on the part Mortgage Collateral or under any Enhancement may only be waived with the consent of each and every Bondholder. Upon any such waiver of a Servicing Event of Default, such Servicing Event of Default shall cease to exist and shall be deemed to have been remedied for every purpose hereunder and under the Servicer Servicing Agreement. No such waiver shall extend to any subsequent or other Servicing Event of its obligations Default under the Servicing Agreement and or impair any material adverse information regarding right consequent thereon except to the Servicer's servicing activities extent expressly so waived. (vi) During the continuance of which the Owner Trustee becomes aware. In the event of termination of the Servicer due to an a Servicing Event of Servicing Default under the Servicing Agreement, a Successor Servicer which is an Eligible Servicer selected by the Note Insurer shall assume the duties and responsibilities so long as such Servicing Event of the Servicer Default under the procedures Servicing Agreement shall not have been remedied, the Indenture Trustee, in addition to the right to remove the defaulting party in the manner specified under the Servicing Agreement, shall have the right, in its own name and as trustee of an express trust, to take all actions now or hereafter existing at law, in equity or by statute to enforce its rights and remedies and to protect the interests, and enforce the rights and remedies, of Bondholders (including the institution and prosecution of all judicial, administrative and other proceedings and the filings of proofs of claim and debt in connection therewith). Except as otherwise expressly provided in the Servicing Agreement. (d) The Owner Trustee shall not waive any default , no remedy provided for by this Indenture or the Servicer Servicing Agreement with respect to a Servicing Event of Default under the Servicing Agreement without shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy, and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any such Servicing Event of Default. (vii) shall be the written consent "Controlling Class", with such rights, powers and liabilities in respect of (x) the Note Insurer Mortgage Collateral as may be provided for in the Servicing Agreement. The Servicing Agreement may provide that such rights and powers may be exercised directly by the Holders of Bonds of the Controlling Class or, if a Note Insurer alternatively, indirectly through the Indenture Trustee, the Master Servicer, the Special Servicer and/or another representative. If the Issuer, the Depositor or any Affiliate of either holds Bonds of the Controlling Class, then (so long as no Issuer Event of Default has occurred and is continuing) such Bonds shall be deemed to be Outstanding for purposes of exercising all rights and powers of the Controlling Class as such, anything herein to the contrary notwithstanding.] (b) The Issuer and the Indenture Trustee may enter into any amendment of the Servicing Agreement from time to time, without the consent of any of the Bondholders, (A) to cure any ambiguity, (B) to correct, modify or supplement any provision therein which may be inconsistent with any other provision herein or therein, (C) to add any other provisions with respect to matters or questions arising thereunder which shall not be inconsistent with the provisions hereof or thereof, or (D) for any other purpose; provided that such amendment shall not adversely affect in any material respect the interests of any Holder of an Outstanding Bond as evidenced by either an Opinion of Counsel to such effect or written confirmation from each Rating Agency rating such Bonds that such amendment shall not result in an Adverse Rating Event with respect thereto, in any event obtained by or delivered to the Indenture Trustee. (c) The Issuer and the Indenture Trustee also may enter into any amendment of the Servicing Agreement from time to time, with the consent of the Holders of Bonds representing more than 50% of the Voting Rights (or, in the case of a Class of Interest Only Bonds, the aggregate Notional Amount) of each Class A Noteholders constituting Class A Noteholder Approvalof Bonds, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Servicing Agreement; provided, however, that no such amendment shall (x) reduce in any manner the amount of, or delay the timing of, payments, collections and/or distributions received or advanced on Mortgage Collateral which are required to be paid on any Bond without the consent of the Holder of such Bond, or (y) adversely affect in any material respect the Swap Counterparty interests of the Holders of any Class of Bonds in a manner other than as described in clause (unless x) above without the Interest Rate Swap Agreement has been terminated consent of each and all amounts owed to every Holder of Bonds of such Class. For purposes of giving the Swap Counterparty have been paid in fullconsents contemplated by this Section 3.15(c), if Bonds held by the effect Issuer, the Depositor, the Master Servicer, the Special Servicer and any Affiliate thereof would adversely affect will be given the Swap Counterparty or same regard as Bonds held by any other Person. (zd) if Promptly after the Aggregate Outstanding Principal Balance execution and delivery of any amendment of the Class A Notes has been reduced to zero and the Note Insurer has been paid in full the amounts then owing to itServicing Agreement by all parties thereto, the Noteholders constituting Class B Noteholder ApprovalIndenture Trustee shall send a copy thereof to each Bondholder. (e) It shall not be necessary for the consent of Bondholders under this Section 3.15(d) to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization, execution and delivery thereof by Bondholders shall be to such reasonable regulations as the Indenture Trustee may prescribe. (f) The Indenture Trustee does may but shall not assume be obligated to enter into any duty or obligation amendment of the Owner Trustee Servicing Agreement pursuant to this Section 3.15 that affects its rights, duties and immunities thereunder or under this Indenture. (g) The cost of any Opinion of Counsel to be delivered pursuant to Section 3.15(b) shall be borne by the Servicing AgreementPerson seeking the related amendment, and the rights given to except that if the Indenture Trustee thereunder are subject requests any amendment of the Servicing Agreement that it reasonably believes protects or is in furtherance of the rights and interests of Bondholders, the cost of any Opinion of Counsel required in connection therewith pursuant to Section 3.15(b) shall be payable by the provisions of Article VII hereofIssuer.

Servicing Agreement. Seller will service and shall cause the Subservicer to service the Mortgage Loans in accordance with Applicable Requirements and Accepted Servicing Practices and will perform its obligations in all material respects in accordance with the Servicing Agreement and Applicable Law. Without the express written consent of Purchaser (provided that Purchaser’s consent shall be conclusively presumed in all events where the Agency cancels, terminates or amends any Mortgage Servicing Rights, Servicing Agreements, or any other arrangements between Seller and Agency if the action is taken at the Agency’s direction or initiative), Seller shall not (a) The cancel, terminate or amend any Mortgage Servicing AgreementRights that would impair in any material respect the value of the interests or rights of the Purchaser hereunder, duly executed counterparts (b) expressly provide any required consent to any termination, amendment or modification of which have been filed the Servicing Agreement that would impair in any material respect the value of the interests or rights of the Purchaser hereunder or enter into any other agreement or arrangement with the Indenture TrusteeAgency, sets forth the covenants and obligations of the Servicer in each case, with respect to the Trust Property Mortgage Servicing Rights and other matters addressed the Mortgage Loans, that would impair in any material respect the Servicing Agreementvalue of the interests or rights of the Purchaser hereunder, and reference is hereby made to (c) waive any material default under or breach of the Servicing Agreement for a detailed statement of said covenants by the Agency with respect to the Mortgage Servicing Rights and obligations the Mortgage Loans that that would impair in any material respect the value of the Servicer thereunder. The Owner Trustee agrees that the Indenture Trustee, in its name interests or (to the extent required by law) in the name of the Owner Trustee, may (but is not required to) enforce all rights of the Owner Trustee and all obligations of the Servicer under and pursuant to the Servicing Agreement for and on behalf of the Noteholders, the Swap Counterparty Purchaser hereunder or (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in fulld) and the Note Insurer whether or not the Owner Trustee is in default hereunder. (b) The Owner Trustee shall, at its own expense, duly and punctually perform and observe each of its obligations to the Servicer under the Servicing Agreement in accordance with the terms thereof. In addition, promptly following a request from the Indenture Trustee to do so, the Owner Trustee shall take all such lawful any other action as the Indenture Trustee may request to compel or secure the performance and observance by the Servicer of each of its obligations to the Owner Trustee under or in connection with the Servicing Agreement, in accordance with the terms thereof, and in effecting such request shall exercise any and all rights, remedies, powers and privileges lawfully available to the Owner Trustee under or in connection with the Servicing Agreement to that would impair in any material respect the extent and in the manner directed by the Indenture Trustee, including, without limitation, the transmission of notices of default on the part value of the Servicer thereunder and the institution of legal interests or administrative actions or proceedings to compel or secure performance by the Servicer of each of its obligations under the Servicing Agreement. (c) The Owner Trustee agrees to give the Indenture Trustee, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), the Note Insurer, the Class A Noteholders, the Class B Noteholders and the Rating Agencies prompt written notice of each Default, Event of Default or Event of Servicing Default on the part rights of the Servicer Purchaser hereunder. The parties hereto acknowledge and agree that Agency shall be an express third party beneficiary of its obligations under the Servicing Agreement and any material adverse information regarding the Servicer's servicing activities of which the Owner Trustee becomes aware. In the event of termination of the Servicer due to an Event of Servicing Default under the Servicing Agreement, a Successor Servicer which is an Eligible Servicer selected by the Note Insurer shall assume the duties and responsibilities of the Servicer under the procedures specified in the Servicing Agreementthis provision. (d) The Owner Trustee shall not waive any default by the Servicer under the Servicing Agreement without the written consent of (x) the Note Insurer or, if a Note Insurer Default has occurred and is continuing, the Class A Noteholders constituting Class A Noteholder Approval, or (y) the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), if the effect thereof would adversely affect the Swap Counterparty or (z) if the Aggregate Outstanding Principal Balance of the Class A Notes has been reduced to zero and the Note Insurer has been paid in full the amounts then owing to it, the Noteholders constituting Class B Noteholder Approval. (e) The Indenture Trustee does not assume any duty or obligation of the Owner Trustee under the Servicing Agreement, and the rights given to the Indenture Trustee thereunder are subject to the provisions of Article VII hereof.

Servicing Agreement. (a) The Servicing Agreement, duly executed counterparts of which have been filed with the Indenture Trustee, sets forth the covenants and obligations of the Servicer with respect to the Trust Property and other matters addressed in the Servicing Agreement, and reference is hereby made to the Servicing Agreement for a detailed statement of said covenants and obligations of the Servicer thereunder. The Owner Trustee agrees that the Indenture Trustee, in its name or (to the extent required by law) in the name of the Owner Trustee, may (but is not required to) enforce all rights of the Owner Trustee and all obligations of the Servicer under and pursuant to the Servicing Agreement for and on behalf of the Noteholders, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) Noteholders and the Note Insurer whether or not the Owner Trustee is in default hereunder. (b) The Owner Trustee shall, at its own expense, duly and punctually perform and observe each of its obligations to the Servicer under the Servicing Agreement in accordance with the terms thereof. In addition, promptly following a request from the Indenture Trustee to do so, the Owner Trustee shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Servicer of each of its obligations to the Owner Trustee under or in connection with the Servicing Agreement, in accordance with the terms thereof, and in effecting such request shall exercise any and all rights, remedies, powers and privileges lawfully available to the Owner Trustee under or in connection with the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, including, without limitation, the transmission of notices of default on the part of the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer of each of its obligations under the Servicing Agreement. (c) The Owner Trustee agrees to give the Indenture Trustee, the Note Insurer, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in fullso long as Class A-3 Notes are Outstanding), the Note Insurer, the Class A Noteholders, the Class B Noteholders and the Rating Agencies prompt written notice of each Default, Event of Default or Event of Servicing Default on the part of the Servicer of its obligations under the Servicing Agreement and any material adverse information regarding the Servicer's servicing activities of which the Owner Trustee becomes aware. In the event of termination of the Servicer due to an Event of Servicing Default under the Servicing Agreement, a Successor Servicer which is an Eligible Servicer selected by the Note Insurer shall assume the duties and responsibilities of the Servicer under the procedures specified in the Servicing Agreement. (d) The Owner Trustee shall not waive any default by the Servicer under the Servicing Agreement without the written consent of (x) the Note Insurer or, if a Note Insurer Default has occurred and is continuing, the Class A Noteholders constituting Class A Noteholder Approval, or (y) the Swap Counterparty (unless so long as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in fullClass A-3 Notes are Outstanding), if the effect thereof would adversely affect the Swap Counterparty or (z) if the Aggregate Outstanding Principal Balance of the Class A Notes has been reduced to zero and the Note Insurer has been paid in full the amounts then owing to it, the Noteholders constituting Class B Noteholder Approval. (e) The Indenture Trustee does not assume any duty or obligation of the Owner Trustee under the Servicing Agreement, and the rights given to the Indenture Trustee thereunder are subject to the provisions of Article VII hereof.

Servicing Agreement. (aA) The Servicing Agreement, a duly executed counterparts counterpart of which have has been filed with delivered to the Indenture TrusteeAdministrative Agent, sets forth the covenants and obligations of the Servicer with respect to the Trust Property Eligible Home Improvement Loans and other matters addressed in the Servicing Agreement, and reference is hereby made to the Servicing Agreement for a detailed statement of said covenants and obligations of the Servicer thereunder. The Owner Trustee Borrower agrees that the Indenture TrusteeAdministrative Agent, in its name or (to the extent required by law) in the name of the Owner TrusteeBorrower, may (but is not not, unless so directed and indemnified by the Majority Lenders, required to) enforce all rights of the Owner Trustee and all obligations of the Servicer Borrower under and pursuant to the Servicing Agreement for and on behalf of the Noteholders, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) and the Note Insurer Lenders whether or not the Owner Trustee an Event of Default has occurred and is in default hereundercontinuing. (bB) The Owner Trustee shall, at its own expense, duly and punctually perform and observe each of its obligations to the Servicer under the Servicing Agreement in accordance with the terms thereof. In addition, promptly Promptly following a request from the Indenture Trustee Administrative Agent (acting at the direction of the Majority Lenders) to do so, the Owner Trustee Borrower shall take all such lawful action as the Indenture Trustee Administrative Agent may request to compel or secure the performance and observance by the Servicer of each of its obligations to the Owner Trustee Borrower and with respect to the Eligible Home Improvement Loans under or in connection with the Servicing Agreement, in accordance with the respective terms thereof, and in effecting such request shall exercise any and all rights, remedies, powers and privileges lawfully available to the Owner Trustee Borrower under or in connection with the Servicing Agreement to the extent and in the manner directed by the Indenture TrusteeAdministrative Agent, including, without limitation, including the transmission of notices of default on the part of the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer of each of its obligations under the Servicing Agreement. (cC) The Owner Trustee agrees to give the Indenture Trustee, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), the Note Insurer, the Class A Noteholders, the Class B Noteholders and the Rating Agencies prompt written notice of each Default, Event of Default or Event of Servicing Default on the part of the Servicer of its obligations under the Servicing Agreement and any material adverse information regarding the Servicer's servicing activities of which the Owner Trustee becomes aware. In the event of termination of the Servicer due to an Event of Servicing Default under the Servicing Agreement, a Successor Servicer which is an Eligible Servicer selected by the Note Insurer shall assume the duties and responsibilities of the Servicer under the procedures specified in the Servicing Agreement. (d) The Owner Trustee Borrower shall not waive any default by the Servicer under the Servicing Agreement without the written consent of the Administrative Agent (x) acting at the Note Insurer or, if a Note Insurer Default has occurred and is continuing, the Class A Noteholders constituting Class A Noteholder Approval, or (y) the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), if the effect thereof would adversely affect the Swap Counterparty or (z) if the Aggregate Outstanding Principal Balance written direction of the Class A Notes has been reduced to zero and the Note Insurer has been paid in full the amounts then owing to it, the Noteholders constituting Class B Noteholder ApprovalMajority Lenders). (eD) The Indenture Trustee Administrative Agent does not assume any duty or obligation of the Owner Trustee Borrower under the Servicing Agreement, and the rights given to the Indenture Trustee Administrative Agent thereunder are subject to the provisions of Article VII hereofVII. (E) The Borrower has not and will not provide any payment instructions to any Obligor that are inconsistent with the Servicing Agreement. (F) With respect to the Servicer’s obligations under Section 5.3 of the Servicing Agreement, the Administrative Agent shall not have any responsibility to the Borrower, the Servicer or any party hereunder to make any inquiry or investigation as to, and shall have no obligation in respect of, the terms of any engagement of an independent accountant by the Servicer; provided, that the Administrative Agent shall be authorized, upon receipt of written direction from the Servicer directing the Administrative Agent, to execute any acknowledgment or other agreement with the independent accountant required for the Administrative Agent to receive any of the reports or instructions provided for herein, which acknowledgment or agreement may include, among other things, (i) acknowledgement that the Servicer has agreed that the procedures to be performed by the independent accountant are sufficient for the Borrower’s purposes, (ii) acknowledgment that the Administrative Agent has agreed that the procedures to be performed by an independent accountant are sufficient for the Administrative Agent’s purposes and that the Administrative Agent’s purposes is limited solely to receipt of the report, (iii) releases by the Administrative Agent (on behalf of itself and the Lenders) of claims against the independent accountant and acknowledgement of other limitations of liability in favor of the independent accountant, and (iv) restrictions or prohibitions on the disclosure of information or documents provided to it by such firm of independent accountant (including to the Lenders). Notwithstanding the foregoing, in no event shall the Administrative Agent be required to execute any agreement in respect of the independent accountant that the Administrative Agent determines adversely affects it in its individual capacity or which is in a form that is not reasonably acceptable to the Administrative Agent.

Servicing Agreement. (a) The Servicing Agreement, duly executed counterparts If a letter of which have been filed with the Indenture Trustee, sets forth the covenants and obligations of the Servicer with respect credit referred to the Trust Property and other matters addressed in the Servicing Agreement, and reference is hereby made to the Servicing Agreement for a detailed statement of said covenants and obligations of the Servicer thereunder. The Owner Trustee agrees that the Indenture Trustee, in its name or (to the extent required by law) in the name of the Owner Trustee, may (but previous sentence is not required to) enforce all rights in a form that would allow the Master Servicer to draw on such letter of the Owner Trustee and all obligations of the Servicer under and pursuant to the Servicing Agreement for and credit on behalf of the NoteholdersTrustee for the benefit of the Certificateholders, the Swap Counterparty (unless RR Interest Owners and, if applicable the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) and the Note Insurer whether or not the Owner Trustee is in default hereunder. (b) The Owner Trustee shall, at its own expense, duly and punctually perform and observe each of its obligations to the Servicer under the Servicing Agreement in accordance with the terms thereof. In addition, promptly following a request from the Indenture Trustee to do so, the Owner Trustee shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Servicer of each of its obligations to the Owner Trustee under or in connection with the Servicing Agreementrelated Serviced Companion Noteholder, in accordance with the applicable terms thereofthereof and/or of the related Mortgage Loan documents, the Seller shall deliver the appropriate assignment or amendment documents (or copies of such assignment or amendment documents if the Seller has submitted the originals to the related issuer of such letter of credit for processing) to the Master Servicer within 90 days of the Closing Date. The Seller shall pay any costs of assignment or amendment of such letter(s) of credit required in order for the Master Servicer to draw on such letter(s) of credit on behalf of the Trustee for the benefit of the Certificateholders, the RR Interest Owners and, if applicable the related Serviced Companion Noteholder, and in effecting such request shall exercise any and all rightscooperate with the reasonable requests of the Master Servicer or the applicable Special Servicer, remediesas applicable, powers and privileges lawfully available to the Owner Trustee under or in connection with the Servicing Agreement effectuating a draw under any such letter of credit prior to the extent date such letter of credit is assigned or amended in order that it may be drawn by the Master Servicer on behalf of the Trustee for the benefit of the Certificateholders, the RR Interest Owners and, if applicable, the related Serviced Companion Noteholder. Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver one (1) PDF and ten (10) originals of a power of attorney substantially in the manner directed form of Exhibit F hereto to each of the Master Servicer and the applicable Special Servicer, that permits such parties to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Indenture TrusteeTrust Fund. The Seller will be required to effect at its expense the assignment and, includingif applicable, without limitation, the transmission of notices of default on the part of the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer of each recordation of its obligations under Mortgage Loan documents until the Servicing Agreement. (c) The Owner Trustee agrees to give the Indenture Trustee, the Swap Counterparty (unless the Interest Rate Swap Agreement assignment and recordation of all such Mortgage Loan documents has been terminated and all amounts owed to the Swap Counterparty have been paid in full), the Note Insurer, the Class A Noteholders, the Class B Noteholders and the Rating Agencies prompt written notice of each Default, Event of Default or Event of Servicing Default on the part of the Servicer of its obligations under the Servicing Agreement and any material adverse information regarding the Servicer's servicing activities of which the Owner Trustee becomes aware. In the event of termination of the Servicer due to an Event of Servicing Default under the Servicing Agreement, a Successor Servicer which is an Eligible Servicer selected by the Note Insurer shall assume the duties and responsibilities of the Servicer under the procedures specified in the Servicing Agreementcompleted. (d) The Owner Trustee shall not waive any default by the Servicer under the Servicing Agreement without the written consent of (x) the Note Insurer or, if a Note Insurer Default has occurred and is continuing, the Class A Noteholders constituting Class A Noteholder Approval, or (y) the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), if the effect thereof would adversely affect the Swap Counterparty or (z) if the Aggregate Outstanding Principal Balance of the Class A Notes has been reduced to zero and the Note Insurer has been paid in full the amounts then owing to it, the Noteholders constituting Class B Noteholder Approval. (e) The Indenture Trustee does not assume any duty or obligation of the Owner Trustee under the Servicing Agreement, and the rights given to the Indenture Trustee thereunder are subject to the provisions of Article VII hereof.

Servicing Agreement. During the period of time starting on the Cut-Off Date and ending at the close of business on the Servicing Transfer Date (such period, the “Interim Servicing Period”), Seller shall service the Commercial Loans and Real Estate Owned for the benefit of Buyer and in accordance with Accepted Servicing Practices and Applicable Law. In addition, Seller and Buyer hereby agree to the following additional rules and guidelines for servicing of the Commercial Loans and Real Estate Owned during the Interim Servicing Period: (a) The Servicing AgreementFor Period from Cut-Off Date Through Closing Date: (i) Seller shall (and shall cause its Affiliates and Representatives to) (A) consult in good faith with Buyer and its designated Representatives prior to entering into (or committing to enter into) any amendment, duly executed counterparts of which have been filed modification, waiver, forbearance, disposition, sale, or any other action with the Indenture Trustee, sets forth the covenants and obligations respect to any of the Servicer Commercial Loans or Real Estate Owned or incurring any material expense with respect to any Commercial Loan or Real Estate Owned, and (B) provide to Representatives of Buyer reasonable access during normal business hours to Seller’s employees engaged in servicing the Commercial Loans and Real Estate Owned and the Loan Files related to the Commercial Loans and Real Estate Owned; (ii) Seller shall not take or commit to take (and shall cause Seller’s Affiliates and Representatives to not take or commit to take) any action with respect to the Trust Property Commercial Loans or any Real Estate Owned outside of Ordinary Course Transactions without the prior written consent of Buyer in its discretion, which shall not be unreasonably withheld; and (iii) with respect to Ordinary Course Transactions, Seller shall not (and other matters addressed in shall cause its Affiliates and Representatives to not) undertake or accept (or commit to undertake or accept) any of the Servicing Agreementfollowing actions without the prior written consent of Buyer (which shall not be unreasonably withheld, and reference conditioned or delayed): (A) a discounted payoff of any Commercial Loan or a sale of any Commercial Loan or Real Estate Owned with an associated unpaid principal balance as of the Cut-Off Date of $50,000 or more; (B) any amendment, modification, waiver or forbearance of any of the terms or conditions of any Commercial Loan with an associated unpaid principal balance as of the Cut-Off Date of $50,000 or more, including without limitation, reductions of interest rate, changes to payment terms from current cash pay to accrual or pay-in-kind or reductions to principal balance; (C) taking or accepting title to any property which is hereby made to the Servicing Agreement collateral for a detailed statement Commercial Loan as a result of said covenants and obligations judicial or non-judicial foreclosure, assignment or deed-in-lieu of foreclosure, power of sale, UCC sale or otherwise; (D) entering into or modifying any leases, property management or leasing agreements, or other material agreements with respect to Real Estate Owned or (E) incurring any expense in connection with any Commercial Loan or Real Estate Owned in excess of, on an aggregate basis for each Commercial Loan or Real Estate Owned during the Interim Servicing Period, the lesser of (x) $5,000 or (y) 5% of the Servicer thereunder. The Owner Trustee agrees that the Indenture Trustee, in its name unpaid principal balance of such Commercial Loan or (to the extent required by law) in the name Real Estate Owned as of the Owner Trustee, may (but is not required to) enforce all rights of the Owner Trustee and all obligations of the Servicer under and pursuant to the Servicing Agreement for and on behalf of the Noteholders, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) and the Note Insurer whether or not the Owner Trustee is in default hereunderCut-Off Date. (b) The Owner Trustee shallFor Period from Closing Date Through Servicing Transfer Date: (i) Seller shall (and shall cause its Affiliates and Representatives to) (A) consult in good faith with Buyer and its designated Representatives prior to entering into (or committing to enter into) any amendment, at its own expensemodification, duly waiver, forbearance, disposition, sale, or any other action with respect to any of the Commercial Loans or Real Estate Owned or incurring any material expense with respect to any Commercial Loan or Real Estate Owned, and punctually perform (B) provide to Representatives of Buyer reasonable access during normal business hours to Seller’s employees engaged in servicing the Commercial Loans and observe each of its obligations Real Estate Owned and the Loan Files related to the Servicer under the Servicing Agreement in accordance Commercial Loans and Real Estate Owned; and (ii) shall not take or commit to take (and shall cause Seller’s Affiliates and Representatives to not take or commit to take) any action with the terms thereof. In addition, promptly following a request from the Indenture Trustee to do so, the Owner Trustee shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Servicer of each of its obligations respect to the Owner Trustee under Commercial Loans or any Real Estate Owned without the prior written consent of Buyer in connection with the Servicing Agreement, in accordance with the terms thereof, its sole and in effecting such request shall exercise any and all rights, remedies, powers and privileges lawfully available to the Owner Trustee under or in connection with the Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, including, without limitation, the transmission of notices of default on the part of the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer of each of its obligations under the Servicing Agreementabsolute discretion. (c) The Owner Trustee agrees From and after the Closing Date and upon the reasonable request of Buyer, Seller shall (at no cost or expense to give Buyer): (i) provide to Buyer a single point of contact at Seller which contact shall be available for all servicing and IT questions and transition items for at least twelve (12) months after the Indenture TrusteeServicing Transfer Date; (ii) mail “good-bye” letters to each Borrower acceptable in form and substance to Buyer and Seller; (iii) provide Buyer with all vendor information on each Commercial Loan (including without limitation, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full)insurance information, the Note Insurertax service contracts, the Class A Noteholders, the Class B Noteholders and the Rating Agencies prompt written notice of each Default, Event of Default or Event of Servicing Default on the part etc.) for notification of the transfer of the Commercial Loans; (iv) produce any data downloads of information not previously provided to Buyer or its Servicer as reasonably requested by Buyer or its Servicer; (v) prepare final reports required for transfer by Buyer or its Servicer to include but not be limited to a trial balance, loan history, suspense funds listing, collateral reconciliation, and tax and insurance reporting; (vi) box and ship files overnight to Buyer’s Servicer (servicing, tax, insurance, collateral, asset, origination, etc.); (vii) provide to Buyer and its Servicer all electronic/imaged documentation in the possession or control of Seller or its obligations under Affiliates or Representatives; (viii) promptly send trailing documents and payments to Buyer or its Servicer after the Servicing Agreement Transfer Date; and any material adverse information regarding (ix) cooperate in the Servicer's servicing activities of which the Owner Trustee becomes aware. In the event of termination transition of the Servicer due to an Event of Servicing Default under the Servicing Agreement, a Successor Servicer which is an Eligible Servicer selected by the Note Insurer shall assume the duties and responsibilities servicing of the Servicer under the procedures specified in the Servicing AgreementCommercial Loans to Buyer and Buyer’s Servicer. (d) The Owner Trustee shall not waive any default by the Servicer under the Servicing Agreement without the written consent of (x) the Note Insurer or, if a Note Insurer Default has occurred and is continuing, the Class A Noteholders constituting Class A Noteholder Approval, or (y) the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), if the effect thereof would adversely affect the Swap Counterparty or (z) if the Aggregate Outstanding Principal Balance of the Class A Notes has been reduced to zero and the Note Insurer has been paid in full the amounts then owing to it, the Noteholders constituting Class B Noteholder Approval. (e) The Indenture Trustee does not assume any duty or obligation of the Owner Trustee under the Servicing Agreement, and the rights given to the Indenture Trustee thereunder are subject to the provisions of Article VII hereof.