Common use of Servicing Agreement Clause in Contracts

Servicing Agreement. Borrower shall not surrender, terminate, cancel or materially modify the Servicing Agreement in a manner adverse to Administrative Agent or any Lender, or enter into any other agreement relating to the servicing of the Underlying Loan with Servicer or any other Person, or consent to the assignment by the Servicer of its interest under the Servicing Agreement (to the extent Borrower’s approval thereof is required), in each case without the express written consent of Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed, but which consent may be conditioned upon the Administrative Agent’s receipt of a tri-party servicer notice and cash management arrangements on terms and conditions satisfactory to the Administrative Agent. If the Servicer defaults under the Servicing Agreement or resigns, Borrower shall be permitted to enter into a new servicing agreement with a replacement servicer, provided that Administrative Agent’s approval of the replacement servicing agreement shall be required, which approval shall not be unreasonably withheld, conditioned or delayed, but which consent may be conditioned upon the Administrative Agent’s receipt of a tri-party servicer notice and cash management arrangements on terms and conditions satisfactory to the Administrative Agent. If at any time Administrative Agent consents to the appointment of a new servicer, such new servicer shall thereafter be deemed the “Servicer” hereunder, and such new Servicer and Borrower shall, as a condition of Administrative Agent’s consent, execute a replacement Servicing Agreement in form and substance substantially similar to the existing agreement or otherwise reasonably satisfactory to the Administrative Agent.

Servicing Agreement. Borrower (i) The Issuer and the Indenture Trustee shall not surrenderpunctually perform and observe all of their respective obligations and agreements, terminateif any, cancel or materially modify contained in the Servicing Agreement in a manner adverse to Administrative Agent or any LenderAgreement. (ii) The Issuer may, or enter into any other agreement relating to but is not obligated to, enforce the servicing obligations of the Underlying Loan with Master Servicer or any other Person, or consent to the assignment by the Special Servicer of its interest under the Servicing Agreement and may, but is not obligated to, 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 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 shall not be obligated to supervise the performance of any such party thereunder. (iii) Upon any resignation or termination of the Master Servicer or the Special Servicer pursuant to the Servicing Agreement or any appointment of a successor to any such party pursuant to the Servicing Agreement, the Indenture Trustee shall give prompt written notice thereof to all Holders of Bonds at their respective addresses appearing in the related Bond Register. In the event that the Indenture Trustee is to act or is acting as successor servicer, Master Servicer or Special Servicer under the Servicing Agreement, the Holders of Bonds representing more than 50% of the Voting Rights of the 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. (iv) Not later than the later of (i) ninety (90) days after the occurrence of any event which constitutes or, with notice or lapse of time or both, would constitute a Servicing Event of Default under 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 Borrower’s approval thereof is requiredpermitted thereby and shall, subject to the last sentence of Section 3.15(d)(iii), succeed the defaulting party in each case without whatever capacity it served under the express written Servicing Agreement. (v) The Issuer and the Indenture Trustee may, with the consent of Administrative Agentthe Holders of Bonds representing at least 66-2/3% of the Voting Rights (or, which consent shall not be unreasonably withheld, conditioned or delayed, but which consent may be conditioned upon in the Administrative Agent’s receipt case of a tri-party servicer notice and cash management arrangements on terms and conditions satisfactory Class of Interest Only Bonds, the aggregate Notional Amount) of each Class of Bonds, waive a Servicing Event of Default under the Servicing Agreement; provided, however, that a Servicing Event of Default relating to the Administrative Agenthandling, holding and timely remittance of payments, collections and/or distributions on the Mortgage Collateral or under any Enhancement may only be waived with the consent of each and every Bondholder. If 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 defaults Servicing Agreement. No such waiver shall extend to any subsequent or other Servicing Event of Default under the Servicing Agreement or resignsimpair any right consequent thereon except to the extent expressly so waived. (vi) During the continuance of a Servicing Event of Default under the Servicing Agreement, Borrower so long as such Servicing 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 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 Servicing Event of Default under the Servicing Agreement shall be permitted 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 "Controlling Class", with such rights, powers and liabilities in respect of the 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, 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 of 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 interests of the Holders of any Class of Bonds in a manner other than as described in clause (x) above without the consent of each and every Holder of Bonds of such Class. For purposes of giving the consents contemplated by this Section 3.15(c), Bonds held by the Issuer, the Depositor, the Master Servicer, the Special Servicer and any Affiliate thereof will be given the same regard as Bonds held by any other Person. (d) Promptly after the execution and delivery of any amendment of the Servicing Agreement by all parties thereto, the Indenture 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 may but shall not be obligated to enter into a new servicing agreement with a replacement servicer, provided that Administrative Agent’s approval any amendment of the replacement servicing agreement 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 requiredborne by the Person seeking the related amendment, which approval shall not be unreasonably withheld, conditioned or delayed, but which consent may be conditioned upon except that if the Administrative Agent’s receipt Indenture Trustee requests any amendment of a tri-party servicer notice and cash management arrangements on terms and conditions satisfactory to the Administrative Agent. If at any time Administrative Agent consents to the appointment of a new servicer, such new servicer shall thereafter be deemed the “Servicer” hereunder, and such new Servicer and Borrower shall, as a condition of Administrative Agent’s consent, execute a replacement Servicing Agreement that it reasonably believes protects or is in form furtherance of the rights and substance substantially similar 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 existing agreement or otherwise reasonably satisfactory to the Administrative AgentIssuer.

Servicing Agreement. Borrower shall (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 surrenderrequired 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 and the Note Insurer whether or not the Owner Trustee is in default hereunder. (b) The Owner Trustee shall, terminateat its own expense, cancel or materially modify 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 manner adverse request from the Indenture Trustee to Administrative Agent do so, the Owner Trustee shall take all such lawful action as the Indenture Trustee may request to compel or any Lender, or enter into any other agreement relating to secure the servicing of the Underlying Loan with Servicer or any other Person, or consent to the assignment performance and observance by the Servicer of each of its interest 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 (so long as Class A-3 Notes are Outstanding), 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. (to the extent Borrower’s approval thereof is required), in each case without the express written consent of Administrative Agent, which consent d) The Owner Trustee shall not be unreasonably withheld, conditioned or delayed, but which consent may be conditioned upon the Administrative Agent’s receipt of a tri-party servicer notice and cash management arrangements on terms and conditions satisfactory to the Administrative Agent. If waive any default by the Servicer defaults 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, (y) the Swap Counterparty (so long as the Class A-3 Notes are Outstanding), if the effect thereof would adversely affect the Swap Counterparty or resigns, Borrower shall be permitted to enter into a new servicing agreement with a replacement servicer, provided that Administrative Agent’s approval (z) if the Aggregate Outstanding Principal Balance of the replacement servicing agreement shall be requiredClass A Notes has been reduced to zero and the Note Insurer has been paid in full the amounts then owing to it, which approval shall the Noteholders constituting Class B Noteholder Approval. (e) The Indenture Trustee does not be unreasonably withheldassume any duty or obligation of the Owner Trustee under the Servicing Agreement, conditioned or delayed, but which consent may be conditioned upon and the Administrative Agent’s receipt of a tri-party servicer notice and cash management arrangements on terms and conditions satisfactory rights given to the Administrative Agent. If at any time Administrative Agent consents Indenture Trustee thereunder are subject to the appointment provisions of a new servicer, such new servicer shall thereafter be deemed the “Servicer” hereunder, and such new Servicer and Borrower shall, as a condition of Administrative Agent’s consent, execute a replacement Servicing Agreement in form and substance substantially similar to the existing agreement or otherwise reasonably satisfactory to the Administrative AgentArticle VII hereof.

Servicing Agreement. Borrower (a) The Issuer and the Indenture Trustee shall not surrenderpunctually perform and observe all of their respective obligations and agreements, terminateif any, cancel or materially modify 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, the terms of the Servicing Agreement in a manner adverse shall control. (b) The Issuer shall enforce the obligations of the Master Servicer, the Special Servicer, the Indenture Trustee or the Fiscal Agent under the Servicing Agreement. (c) Upon any resignation or termination of the Master Servicer or the Special Servicer pursuant to Administrative Agent the Servicing Agreement or any Lender, or enter into appointment of a successor to any other agreement relating such party pursuant to the servicing Servicing Agreement, the Indenture Trustee shall give prompt written notice thereof to all Holders of Bonds at their respective addresses appearing in the related Bond Register. In the event that the Indenture Trustee is to act or is acting as successor to the Master Servicer or Special Servicer under the Servicing Agreement, the Holders of Bonds representing more than 50% of the Underlying Loan Voting Rights of the 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) 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 or any other PersonEvent of Default under the Servicing Agreement, or consent the Indenture Trustee shall transmit by mail to the assignment by Issuer and all Holders of Bonds notice of such occurrence, unless such default shall have been remedied. At the Servicer direction of its interest 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 (as and to the extent Borrower’s approval thereof is requiredpermitted thereby and shall, subject to Section 3.15(c) of this Indenture, succeed the defaulting party in whatever capacity it served under the Servicing Agreement. (e) The Issuer and the Indenture Trustee may, with the consent of the 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), in each case without waive a Servicer Event of Default under the express written 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 Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed, but which consent may be conditioned upon the Administrative Agent’s receipt each and every Bondholder. Upon any such waiver of a tri-party servicer notice Servicer Event of Default, such Servicer Event of Default shall cease to exist and cash management arrangements on terms shall be deemed to have been remedied for every purpose hereunder and conditions satisfactory under the Servicing Agreement. No such waiver shall extend to the Administrative Agent. If the any subsequent or other Servicer defaults Event of Default under the Servicing Agreement or resignsimpair 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, Borrower 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 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 permitted 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 a new servicing agreement with a replacement servicer, provided that Administrative Agent’s approval any amendment of the replacement servicing agreement shall be requiredServicing 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 which approval shall not be unreasonably withheldinconsistent with the provisions hereof or thereof, conditioned or delayed(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, but which consent may be conditioned upon the Administrative Agent’s receipt of a tri-party servicer notice and cash management arrangements on terms and conditions satisfactory to Master Servicer, the Administrative Agent. If at any time Administrative Agent consents to the appointment of a new servicer, such new servicer shall thereafter be deemed the “Servicer” hereunder, and such new Special Servicer and Borrower shall, as a condition the Indenture Trustee also may enter into any amendment of Administrative Agent’s consent, execute a replacement 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 form and substance substantially similar any manner or eliminating any of the provisions of 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 existing agreement or otherwise reasonably satisfactory to consent of the Administrative Agent.Holder of such Bond, or

Servicing Agreement. Borrower shall not surrender(A) The Servicing Agreement, terminatea duly executed counterpart of which has been delivered to the Administrative Agent, cancel or materially modify sets forth the covenants and obligations of the Servicer with respect to the 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 Borrower agrees that the Administrative Agent, in its name or (to the extent required by law) in the name of the Borrower, may (but is not, unless so directed and indemnified by the Majority Lenders, required to) enforce all rights of the Borrower under the Servicing Agreement for and on behalf of the Lenders whether or not an Event of Default has occurred and is continuing. (B) Promptly following a manner adverse to request from the Administrative Agent or any Lender, or enter into any other agreement relating to (acting at the servicing direction of the Underlying Loan with Servicer Majority Lenders) to do so, the Borrower shall take all such lawful action as the Administrative Agent may request to compel or any other Person, or consent to secure the assignment performance and observance by the Servicer of each of its interest obligations to the 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 Borrower under or in connection with the Servicing Agreement to the extent and in the manner directed by the Administrative Agent, 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. (C) The Borrower shall not waive any default by the Servicer under the Servicing Agreement (to the extent Borrower’s approval thereof is required), in each case without the express written consent of the Administrative Agent (acting at the written direction of the Majority Lenders). (D) The Administrative Agent does not assume any duty or obligation of the Borrower under the Servicing Agreement, and the rights given to the Administrative Agent thereunder are subject to the provisions of Article VII. (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 consent shall not acknowledgment or agreement may include, among other things, (i) acknowledgement that the Servicer has agreed that the procedures to be unreasonably withheldperformed by the independent accountant are sufficient for the Borrower’s purposes, conditioned or delayed, but which consent may (ii) acknowledgment that the Administrative Agent has agreed that the procedures to be conditioned upon performed by an independent accountant are sufficient for the Administrative Agent’s receipt of a tri-party servicer notice purposes and cash management arrangements on terms and conditions satisfactory to the Administrative Agent. If the Servicer defaults under the Servicing Agreement or resigns, Borrower shall be permitted to enter into a new servicing agreement with a replacement servicer, provided that Administrative Agent’s approval of the replacement servicing agreement shall be required, which approval shall not be unreasonably withheld, conditioned or delayed, but which consent may be conditioned upon the Administrative Agent’s purposes is limited solely to receipt of a tri-party servicer notice the report, (iii) releases by the Administrative Agent (on behalf of itself and cash management arrangements 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 terms and conditions satisfactory the disclosure of information or documents provided to it by such firm of independent accountant (including to the Administrative AgentLenders). If at any time Notwithstanding the foregoing, in no event shall the Administrative Agent consents be required to execute any agreement in respect of the appointment of independent accountant that the Administrative Agent determines adversely affects it in its individual capacity or which is in a new servicer, such new servicer shall thereafter be deemed the “Servicer” hereunder, and such new Servicer and Borrower shall, as a condition of Administrative Agent’s consent, execute a replacement Servicing Agreement in form and substance substantially similar to the existing agreement or otherwise that is not reasonably satisfactory acceptable to the Administrative Agent.

Servicing Agreement. Borrower shall not surrender, terminate, cancel or materially modify During the period of time starting on the Cut-Off Date and ending at the close of business on the Servicing Agreement 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 a manner adverse to Administrative Agent or any Lenderaccordance with Accepted Servicing Practices and Applicable Law. In addition, or enter into any other agreement relating Seller and Buyer hereby agree to the following additional rules and guidelines for servicing of the Underlying Loan Commercial Loans and Real Estate Owned during the Interim Servicing Period: (a) For 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 Servicer Buyer and its designated Representatives prior to entering into (or committing to enter into) any amendment, modification, waiver, forbearance, disposition, sale, or any other Personaction 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, or consent 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 assignment by the Servicer of its interest under the Servicing Agreement 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 extent Borrower’s approval thereof is required), in each case Commercial Loans or any Real Estate Owned outside of Ordinary Course Transactions without the express prior written consent of Administrative AgentBuyer in its discretion, which shall not be unreasonably withheld; and (iii) with respect to Ordinary Course Transactions, Seller shall not (and shall cause its Affiliates and Representatives to not) undertake or accept (or commit to undertake or accept) any of the following actions without the prior written consent of Buyer (which shall not be unreasonably withheld, 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, but 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 collateral for a Commercial Loan as a result of 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 unpaid principal balance of such Commercial Loan or Real Estate Owned as of the Cut-Off Date. (b) For 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, modification, 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 (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; 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 Commercial Loans or any Real Estate Owned without the prior written consent may be conditioned of Buyer in its sole and absolute discretion. (c) From and after the Closing Date and upon the Administrative Agent’s receipt reasonable request of Buyer, Seller shall (at no cost or expense to Buyer): (i) provide to Buyer a tri-party servicer notice single point of contact at Seller which contact shall be available for all servicing and cash management arrangements on terms IT questions and conditions satisfactory to the Administrative Agent. If the Servicer defaults under transition items for at least twelve (12) months after the Servicing Agreement or resigns, Transfer Date; (ii) mail “good-bye” letters to each Borrower shall be permitted to enter into a new servicing agreement with a replacement servicer, provided that Administrative Agent’s approval of the replacement servicing agreement shall be required, which approval shall not be unreasonably withheld, conditioned or delayed, but which consent may be conditioned upon the Administrative Agent’s receipt of a tri-party servicer notice and cash management arrangements on terms and conditions satisfactory to the Administrative Agent. If at any time Administrative Agent consents to the appointment of a new servicer, such new servicer shall thereafter be deemed the “Servicer” hereunder, and such new Servicer and Borrower shall, as a condition of Administrative Agent’s consent, execute a replacement Servicing Agreement acceptable in form and substance substantially similar to Buyer and Seller; (iii) provide Buyer with all vendor information on each Commercial Loan (including without limitation, insurance information, tax service contracts, etc.) for notification of the existing agreement transfer of the Commercial Loans; (iv) produce any data downloads of information not previously provided to Buyer or otherwise its Servicer as reasonably satisfactory 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 Administrative Agentpossession or control of Seller or its Affiliates or Representatives; (viii) promptly send trailing documents and payments to Buyer or its Servicer after the Servicing Transfer Date; and (ix) cooperate in the transition of the servicing of the Commercial Loans to Buyer and Buyer’s Servicer.

Servicing Agreement. Borrower shall not surrender, terminate, cancel or materially modify the The Pooling and Servicing Agreement in permits the Servicer to enter into Sub-Servicing Agreements with certain institutions eligible for appointment as Sub-Servicers for the servicing and administration of certain Mortgage Loans. No appointment of any Sub-Servicer shall release the Servicer from any of its obligations under the Pooling and Servicing Agreement. This Certificate does not represent a manner adverse to Administrative Agent deposit or other obligation of, or an interest in, nor are the underlying Mortgage Loans insured or guaranteed by, the Unaffiliated Seller, the Depositor, the Servicer, or any Lenderof their subsidiaries and affiliates and are not insured or guaranteed by the Federal Deposit Insurance Corporation, or enter into any other agreement relating to the servicing of the Underlying Loan with Servicer Government National Mortgage Association, or any other Persongovernmental 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 consent to the assignment by the Servicer of its interest under the Servicing Agreement (to the extent Borrower’s approval thereof is required), in each case without the express written consent of Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed, but which consent may be conditioned upon the Administrative Agent’s receipt of a tri-party servicer notice and cash management arrangements on terms and conditions satisfactory to the Administrative Agent. If the Servicer defaults under the Servicing Agreement or resigns, Borrower shall be permitted to enter into a new servicing agreement with a replacement servicer, provided that Administrative Agent’s approval of the replacement servicing agreement shall be required, which approval shall not be unreasonably withheld, conditioned or delayed, but which consent may be conditioned upon the Administrative Agent’s receipt of a tri-party servicer notice and cash management arrangements on terms and conditions satisfactory to the Administrative Agent. If at any time Administrative Agent consents to for the appointment of a new servicerreceiver 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 new servicer shall thereafter be deemed Certificate or to institute suit for the “Servicer” hereunderenforcement 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 (i) the payment to the Owners of all Certificates of all amounts held by the Trustee and required to be paid to such Owners pursuant to the 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 the 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 Trustee 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-7 Certificates. The Trustee shall give written notice of termination of the Pooling and Servicing Agreement to each Owner in the manner set forth therein. The Owners of a majority of the Percentage Interests represented by the Offered Certificates, upon compliance with the requirements set forth in the Pooling and Servicing Agreement, 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 registrable in the Register upon surrender of this Certificate for registration of transfer at the office designated as the location of the Register, and thereupon one or more new Servicer Certificates of like Class, tenor and Borrower shalla like Percentage Interest will be issued to the designated transferee or transferees. The Trustee is required to furnish certain information on each Distribution Date to the Owner of this Certificate, as a condition more fully described in the Pooling and Servicing Agreement. The Class A-7 Certificates are issuable only as registered Certificates in denominations of Administrative Agent’s consent, execute a replacement $1,000 original principal amount and integral multiples of $1,000. As provided in the Pooling and Servicing Agreement 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 same aggregate principal amount. The Trustee and any agent of the Trustee may treat the Person in form whose name this Certificate is registered as the owner hereof for all purposes, and substance substantially similar neither the Trustee nor any such agent shall be affected by notice to the existing agreement or otherwise reasonably satisfactory to the Administrative Agentcontrary.

Servicing Agreement. (A) The Servicing Agreement, duly executed counterparts of which have been delivered to the Facility Agent, sets forth the covenants and obligations of the Servicer with respect to the Collateral and other matters addressed in therein, and reference is hereby made to such agreements for a detailed statement of said covenants and obligations of the Servicer thereunder. The Borrower shall not surrenderagrees that the Facility Agent, terminatein its name or (to the extent required by law) in the name of the Borrower, cancel or materially modify may (but is not, unless so directed and indemnified by the Majority Lenders, required to) enforce all rights of the Borrower under the Servicing Agreement in a manner adverse to Administrative Agent or any Lender, or enter into any other agreement relating to the servicing for and on behalf of the Underlying Loan with Servicer Lenders whether or any other Personnot an Event of Default has occurred and is continuing. (A) Promptly following a request from the Facility Agent (acting at the direction of the Majority Lenders to do so), the Borrower shall take all such lawful action as the Facility Agent may request to compel or consent to secure the assignment performance and observance by the Servicer of its interest obligations to the Borrower and with respect to the Solar Assets 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 Borrower under or in connection therewith to the extent and in the manner directed by the Facility Agent, 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 its obligations thereunder. (B) The Borrower shall not waive any default by the Servicer under the Servicing Agreement (to the extent Borrower’s approval thereof is required), in each case without the express written consent of Administrative Agent, the Facility Agent (which consent shall be given at the written direction of the Majority Lenders). (C) The Facility Agent does not be unreasonably withheld, conditioned assume any duty or delayed, but which consent may be conditioned upon obligation of the Administrative Agent’s receipt of a tri-party servicer notice and cash management arrangements on terms and conditions satisfactory to the Administrative Agent. If the Servicer defaults Borrower under the Servicing Agreement Agreement, and the rights given to the Facility Agent thereunder are subject to the provisions of Article VII. (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 resignsany party hereunder to make any inquiry or investigation as to, Borrower 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 permitted authorized, upon receipt of written direction from the Servicer directing the Facility Agent, to enter into a new servicing execute any acknowledgment or other agreement with a replacement servicerthe independent accountant required for the Facility Agent to receive any of the reports or instructions provided for herein, provided which acknowledgment or agreement may include, among other things, (i) acknowledgement that Administrative 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 approval purposes and that the Facility Agent’s purposes is limited solely to receipt of the replacement servicing agreement shall be requiredreport, which approval shall not be unreasonably withheld(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, conditioned and (iv) restrictions or delayed, but which consent may be conditioned upon prohibitions on the Administrative Agent’s receipt disclosure of a tri-party servicer notice and cash management arrangements on terms and conditions satisfactory information or documents provided to it by such firm of independent accountants (including to the Administrative AgentLenders). If at Notwithstanding the foregoing, in no event shall the Facility Agent be required to execute any time Administrative agreement in respect of the independent accountant that the Facility Agent consents determines adversely affects it in its individual capacity or which is in a form that is not reasonably acceptable to the appointment of a new servicer, such new servicer shall thereafter be deemed the “Servicer” hereunder, and such new Servicer and Borrower shall, as a condition of Administrative Agent’s consent, execute a replacement Servicing Agreement in form and substance substantially similar to the existing agreement or otherwise reasonably satisfactory to the Administrative Facility Agent.

Servicing Agreement. Borrower shall (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 Issuer agrees that the Indenture Trustee, in its name or (to the extent required by law) in the name of the Issuer, may (but is not surrenderrequired to) enforce all rights of the Issuer and all obligations of the Servicer under and pursuant to the Servicing Agreement for and on behalf of the Noteholders, terminatethe 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 Issuer is in default hereunder. (b) The Issuer shall, cancel or materially modify 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 manner adverse request from the Indenture Trustee to Administrative Agent do so, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or any Lender, or enter into any other agreement relating to secure the servicing of the Underlying Loan with Servicer or any other Person, or consent to the assignment performance and observance by the Servicer of each of its interest obligations to the 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 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 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 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. (to the extent Borrower’s approval thereof is required), in each case without the express written consent of Administrative Agent, which consent d) The Issuer shall not be unreasonably withheld, conditioned or delayed, but which consent may be conditioned upon the Administrative Agent’s receipt of a tri-party servicer notice and cash management arrangements on terms and conditions satisfactory to the Administrative Agent. If waive any default by the Servicer defaults 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 resigns(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), Borrower shall be permitted to enter into a new servicing agreement with a replacement servicer, provided that Administrative Agent’s approval if the effect thereof would adversely affect the Swap Counterparty or (z) if the Aggregate Outstanding Principal Balance of the replacement servicing agreement shall be requiredClass A Notes has been reduced to zero and the Note Insurer has been paid in full the amounts then owing to it, which approval shall the Noteholders constituting Class B Noteholder Approval. (e) The Indenture Trustee does not be unreasonably withheldassume any duty or obligation of the Issuer under the Servicing Agreement, conditioned or delayed, but which consent may be conditioned upon and the Administrative Agent’s receipt of a tri-party servicer notice and cash management arrangements on terms and conditions satisfactory rights given to the Administrative Agent. If at any time Administrative Agent consents Indenture Trustee thereunder are subject to the appointment provisions of a new servicer, such new servicer shall thereafter be deemed the “Servicer” hereunder, and such new Servicer and Borrower shall, as a condition of Administrative Agent’s consent, execute a replacement Servicing Agreement in form and substance substantially similar to the existing agreement or otherwise reasonably satisfactory to the Administrative AgentArticle VII hereof.

Servicing Agreement. Borrower shall (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 surrenderrequired 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 and the Note Insurer whether or not the Owner Trustee is in default hereunder. (b) The Owner Trustee shall, terminateat its own expense, cancel or materially modify 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 manner adverse request from the Indenture Trustee to Administrative Agent do so, the Owner Trustee shall take all such lawful action as the Indenture Trustee may request to compel or any Lender, or enter into any other agreement relating to secure the servicing of the Underlying Loan with Servicer or any other Person, or consent to the assignment performance and observance by the Servicer of each of its interest 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 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. (to the extent Borrower’s approval thereof is required), in each case without the express written consent of Administrative Agent, which consent d) The Owner Trustee shall not be unreasonably withheld, conditioned or delayed, but which consent may be conditioned upon the Administrative Agent’s receipt of a tri-party servicer notice and cash management arrangements on terms and conditions satisfactory to the Administrative Agent. If waive any default by the Servicer defaults 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 resigns, Borrower shall be permitted to enter into a new servicing agreement with a replacement servicer, provided that Administrative Agent’s approval (y) if the Aggregate Outstanding Principal Balance of the replacement servicing agreement shall be requiredClass A Notes has been reduced to zero and the Note Insurer has been paid in full the amounts then owing to it, which approval shall the Noteholders constituting Class B Noteholder Approval. (e) The Indenture Trustee does not be unreasonably withheldassume any duty or obligation of the Owner Trustee under the Servicing Agreement, conditioned or delayed, but which consent may be conditioned upon and the Administrative Agent’s receipt of a tri-party servicer notice and cash management arrangements on terms and conditions satisfactory rights given to the Administrative Agent. If at any time Administrative Agent consents Indenture Trustee thereunder are subject to the appointment provisions of a new servicer, such new servicer shall thereafter be deemed the “Servicer” hereunder, and such new Servicer and Borrower shall, as a condition of Administrative Agent’s consent, execute a replacement Servicing Agreement in form and substance substantially similar to the existing agreement or otherwise reasonably satisfactory to the Administrative AgentArticle VII hereof.

Servicing Agreement. Borrower shall not surrender, terminate, cancel or materially modify During the period of time starting on the Cut-Off Date and ending at the close of business on the Servicing Agreement 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 a manner adverse to Administrative Agent or any Lenderaccordance with Accepted Servicing Practices and Applicable Law. In addition, or enter into any other agreement relating Seller and Buyer hereby agree to the following additional rules and guidelines for servicing of the Underlying Loan Residential Loans and Real Estate Owned during the Interim Servicing Period: (a) For 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 Servicer Buyer and its designated Representatives prior to entering into (or committing to enter into) any amendment, modification, waiver, forbearance, disposition, sale, or any other Personaction 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, or consent 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 assignment by the Servicer of its interest under the Servicing Agreement 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 extent Borrower’s approval thereof is required), in each case Residential Loans or any Real Estate Owned outside of Ordinary Course Transactions without the express prior written consent of Administrative AgentBuyer in its discretion, which shall not be unreasonably withheld; and (iii) with respect to Ordinary Course Transactions, Seller shall not (and shall cause its Affiliates and Representatives to not) undertake or accept (or commit to undertake or accept) any of the following actions without the prior written consent of Buyer (which shall not be unreasonably withheld, 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, but 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 collateral for a Residential Loan as a result of 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 unpaid principal balance of such Residential Loan or Real Estate Owned as of the Cut-Off Date. (b) For 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, modification, 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 (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; 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 Residential Loans or any Real Estate Owned without the prior written consent may be conditioned of Buyer in its sole and absolute discretion. (c) From and after the Closing Date and upon the Administrative Agent’s receipt reasonable request of Buyer, Seller shall (at no cost or expense to Buyer): (i) provide to Buyer a tri-party servicer notice single point of contact at Seller which contact shall be available for all servicing and cash management arrangements on terms IT questions and conditions satisfactory to the Administrative Agent. If the Servicer defaults under transition items for at least twelve (12) months after the Servicing Agreement or resigns, Transfer Date; (ii) mail “good-bye” letters to each Borrower shall be permitted to enter into a new servicing agreement with a replacement servicer, provided that Administrative Agent’s approval of the replacement servicing agreement shall be required, which approval shall not be unreasonably withheld, conditioned or delayed, but which consent may be conditioned upon the Administrative Agent’s receipt of a tri-party servicer notice and cash management arrangements on terms and conditions satisfactory to the Administrative Agent. If at any time Administrative Agent consents to the appointment of a new servicer, such new servicer shall thereafter be deemed the “Servicer” hereunder, and such new Servicer and Borrower shall, as a condition of Administrative Agent’s consent, execute a replacement Servicing Agreement acceptable in form and substance substantially similar to Buyer and Seller; (iii) provide Buyer with all vendor information on each Residential Loan (including without limitation, insurance information, tax service contracts, etc.) for notification of the existing agreement transfer of the Residential Loans; (iv) produce any data downloads of information not previously provided to Buyer or otherwise its Servicer as reasonably satisfactory 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 Administrative Agentpossession or control of Seller or its Affiliates or Representatives; (viii) promptly send trailing documents and payments to Buyer or its Servicer after the Servicing Transfer Date; and (ix) cooperate in the transition of the servicing of the Residential Loans to Buyer and Buyer’s Servicer.

Servicing Agreement. Borrower shall not surrender, terminate, cancel or materially modify the The Pooling and Servicing Agreement in permits the Servicer to enter into Sub-Servicing Agreements with certain institutions eligible for appointment as Sub-Servicers for the servicing and administration of certain Mortgage Loans. No appointment of any Sub-Servicer shall release the Servicer from any of its obligations under the Pooling and Servicing Agreement. This Certificate does not represent a manner adverse to Administrative Agent deposit or other obligation of, or an interest in, nor are the underlying Mortgage Loans insured or guaranteed by, the Unaffiliated Seller, the Depositor, the Servicer, or any Lenderof their subsidiaries and affiliates and are not insured or guaranteed by the Federal Deposit Insurance Corporation, or enter into any other agreement relating to the servicing of the Underlying Loan with Servicer Government National Mortgage Association, or any other Persongovernmental 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 consent to the assignment by the Servicer of its interest under the Servicing Agreement (to the extent Borrower’s approval thereof is required), in each case without the express written consent of Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed, but which consent may be conditioned upon the Administrative Agent’s receipt of a tri-party servicer notice and cash management arrangements on terms and conditions satisfactory to the Administrative Agent. If the Servicer defaults under the Servicing Agreement or resigns, Borrower shall be permitted to enter into a new servicing agreement with a replacement servicer, provided that Administrative Agent’s approval of the replacement servicing agreement shall be required, which approval shall not be unreasonably withheld, conditioned or delayed, but which consent may be conditioned upon the Administrative Agent’s receipt of a tri-party servicer notice and cash management arrangements on terms and conditions satisfactory to the Administrative Agent. If at any time Administrative Agent consents to for the appointment of a new servicerreceiver 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 new servicer shall thereafter be deemed Certificate or to institute suit for the “Servicer” hereunderenforcement of any such distribution, and such new 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 (i) the payment to the Owners of all of all amounts held by the Trustee and required to be paid to such Owners pursuant to the 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 the 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 Borrower shallother 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 Trustee 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 condition of Administrative Agent’s consent, execute a replacement Servicing Agreement in form and substance substantially similar to REMIC under the existing agreement or otherwise reasonably satisfactory to the Administrative Agent.Code the