Common use of Servicing and Subservicing Agreement Requirements Clause in Contracts

Servicing and Subservicing Agreement Requirements. Except as is otherwise agreed in writing by Initial Member, each Servicing Agreement (and any Subservicing Agreement with any Subservicer) shall, among other things, (i) provide for the servicing of the Loans and management of the Underlying Collateral by the Servicer (or Subservicer) in accordance with the Servicing Standard and the other terms of this Agreement; (ii) be terminable upon no more than thirty (30) days prior notice if an Event of Default or any default under the Servicing Agreement (or Subservicing Agreement) has occurred; (iii) provide that the Manager (in its individual capacity) and the Initial Member (and, in the case of any Subservicing Agreement, the Servicer) shall be entitled to exercise termination rights under the relevant Servicing Agreement or Subservicing Agreement (it being understood that the Initial Member shall only exercise such termination rights as contemplated or permitted in this Agreement); (iv) provide that the Servicer (or any Subservicer) and the Manager (in its individual capacity) acknowledge that the Servicing Agreement (or Subservicing Agreement) constitutes a personal services agreement between the Manager (in its individual capacity) and the Servicer (or between the Servicer and the Subservicer, as applicable); (v) provide that (A) each of the Company, the Purchase Money Notes Guarantor, and the FDIC are third party beneficiaries thereunder to the extent of any rights expressly granted to such Person under the Servicing Agreement or Subservicing Agreement and is entitled to enforce the Servicing Agreement or Subservicing Agreement, as applicable, with respect to such rights, (B) the Initial Member and, in the case of any Subservicing Agreement, the Manager (in its individual capacity) is a third party beneficiary thereunder; and further provide that in no event shall any amendment or waiver to any such Servicing Agreement or Subservicing Agreement limit or affect any rights of any such third party beneficiary thereunder without the express written consent of such third party beneficiary; (vi) provide that (A) upon the removal of the Private Owner as the Manager or the occurrence of an Event of Default, the Initial Member (and any successor Manager) may exercise all of the rights of the Manager thereunder and cause the termination or assignment of the same to any other Person, without penalty or payment of any fee, and (B) upon the occurrence of any default under the Servicing Agreement, the Initial Member (and any successor Manager) may exercise all of the rights of (1) the Manager under such Servicing Agreement and cause the termination or assignment of the same to any other Person, without penalty or payment of any fee, and (2) the Servicer under the Subservicing Agreement and cause the termination or assignment of the Subservicing Agreement to any other Person, without penalty or payment of any fee (it being understood that the Initial Member shall only exercise the foregoing rights as contemplated or permitted in this Agreement); (vii) provide that the Initial Member, the Manager, the Purchase Money Notes Guarantor and the Company (and each of their respective representatives) shall each have access to and the right to review, copy and audit the books and records of each Servicer and any Subservicers and that all Servicers and all Subservicers shall make available their respective officers, directors, employees, accountants and attorneys to answer Initial Member’s, the Manager’s , the Purchase Money Notes Guarantor’s and the Company’s (and each of their respective representatives’) questions or to discuss any matter relating to the Servicer’s or Subservicer’s affairs, finances and accounts, as they relate to the Loans, the Underlying Collateral, the Collection Account or any other accounts established or maintained pursuant to this Agreement, the Custodial and Paying Agency Agreement, the Servicing Agreement or any Subservicing Agreement, or any matters relating to the Servicing Agreement or any Subservicing Agreement or the rights or obligations thereunder; (viii) provide that all Loan Proceeds are to be deposited into the Collection Account on a daily basis (without reduction or setoff) within two Business Days of receipt and that under no circumstances are funds, other than Loan Proceeds and interest and earnings thereon and the proceeds of Excess Working Capital Advances and Discretionary Funding Advances, to be commingled in the Collection Account; (ix) provide that the Servicer or Subservicer shall not sell, transfer or assign its rights under the Servicing Agreement or Subservicing Agreement, as applicable, other than Servicer’s rights to delegate to Subservicers certain responsibilities thereunder as and to the extent permitted by this Agreement, and that any prohibited sale, transfer or assignment shall be void ab initio; (x) provide that (A) the Servicer or Subservicer consents to the immediate termination of the Servicer or Subservicer, as applicable, upon the occurrence of a termination event under the Servicing or Subservicing Agreement, as applicable, and upon the occurrence of any Insolvency Event with respect to the Servicer or Subservicer or any of their respective Related Parties, as applicable, and (B) the occurrence of any Restricted Servicer Change of Control with respect to the Servicer or of any Insolvency Event with respect to the Servicer or Subservicer or any Related Party thereof constitutes a default under the Servicing or Subservicing Agreement, as applicable; provided, that, in the case of the Servicing Agreement, the occurrence of an Insolvency Event with respect to a Subservicer or Related Party thereof (which is not an Related Party of the Servicer) may, at the election of the Manager, be subject to a cure period of not more than thirty (30) days for replacement of the affected Subservicer (in a manner that will permit the Manager to comply with its obligations hereunder); (xi) provide that there shall be no right of setoff on the part of the Servicer or Subservicer against the Loan Proceeds (or the Company); (xii) provide for such other matters as are necessary or appropriate to ensure that the Servicer or Subservicer is obligated to comply with the Servicing Obligations of the Manager hereunder; (xiii) provide a full release and discharge of the Initial Member, the Company, the Existing Servicers, the FDIC, in relation to any particular Loan, the relevant Failed Bank and any predecessor-in-interest thereof, any Ownership Entities existing as of the applicable Servicing Transfer Date, and all of their respective officers, directors, employees, agents, attorneys, contractors and representatives, and all of their respective successors, assigns and Affiliates (but excluding, in all cases, the Manager (in its individual capacity)) (any such Person, a “Prior Servicer” and collectively, the “Prior Servicers”), from any and all claims (including any counterclaim or defensive claim), demands, causes of action, judgments or legal proceedings and remedies of whatever kind or nature that the Servicer had, has or might have in the future, whether known or unknown, which are related in any manner whatsoever to the servicing of the Loans by the Prior Servicers prior to the applicable Servicing Transfer Date (other than due to gross negligence, violation of law or willful misconduct of such Prior Servicer); (xiv) provide that, to the extent required under Section 12.3(g) hereof, all Loans registered on the MERS® System shall remain registered unless default, foreclosure or similar legal or MERS requirements dictate otherwise; (xv) provide that the Servicer or Subservicer shall immediately notify the Manager and the Initial Member upon becoming aware of any Subservicer or any Affiliate of the Servicer or of any Subservicer at any time, (A) being or becoming a partner or joint venturer with any Borrower or Obligor, (B) being or becoming an agent of any Borrower or Obligor, or allowing any Borrower or Obligor to be an agent of such Servicer or any Subservicer or of any Affiliate of the Servicer or any Subservicer, or (C) having any interest whatsoever in any Borrower or Obligor; (xvi) provide that the Servicer shall immediately notify the Manager and the Initial Member of the occurrence of any Change of Control with respect to the Servicer; and (xvii) not conflict with the Servicing Standard or any other terms or provisions of this Agreement, the Custodial and Paying Agency Agreement or any of the other Ancillary Documents insofar as such other terms or provisions hereof or thereof are required to be imposed by the Manager (in its individual capacity) on the Servicer (or Subservicers) in the Servicing Agreement (or Subservicing Agreements). Nothing contained in any Servicing Agreement or any Subservicing Agreement shall alter any obligation of the Manager under this Agreement and, in the event of any inconsistency between the Servicing Agreement (or any Subservicing Agreement) and the terms of this Agreement, among the Parties to this Agreement the terms of this Agreement shall control.

Servicing and Subservicing Agreement Requirements. Except as is otherwise agreed in writing by Initial Member, each Servicing Agreement (and any Subservicing Agreement with any Subservicer) shall, among other things, (i) provide for the servicing of the Loans and management of the Underlying Collateral by the Servicer (or Subservicer) in accordance with the Servicing Standard and the other terms of this Agreement; (ii) be terminable upon no more than thirty (30) days prior notice if an Event of Default or any default under the Servicing Agreement (or Subservicing Agreement) has occurred; (iii) provide that the Manager (in its individual capacity) and the Initial Member (and, in the case of any Subservicing Agreement, the Servicer) shall be entitled to exercise termination rights under the relevant Servicing Agreement or Subservicing Agreement (it being understood that the Initial Member shall only exercise such termination rights as contemplated or permitted in this Agreement); (iv) provide that the Servicer (or any Subservicer) and the Manager (in its individual capacity) acknowledge that the Servicing Agreement (or Subservicing Agreement) constitutes a personal services agreement between the Manager (in its individual capacity) and the Servicer (or between the Servicer and the Subservicer, as applicable); (v) provide that (A) each of the Company, the Purchase Money Notes Guarantor, and the FDIC are third party beneficiaries thereunder to the extent of any rights expressly granted to such Person under the Servicing Agreement or Subservicing Agreement and is entitled to enforce the Servicing Agreement or Subservicing Agreement, as applicable, with respect to such rights, (B) the Initial Member and, in the case of any Subservicing Agreement, the Manager (in its individual capacity) is a third party beneficiary thereunder; and further provide that in no event shall any amendment or waiver to any such Servicing Agreement or Subservicing Agreement limit or affect any rights of any such third party beneficiary thereunder without the express written consent of such third party beneficiary; (vi) provide that (A) upon the removal of the Private Owner as the Manager or the occurrence of an Event of Default, the Initial Member (and any successor Manager) may exercise all of the rights of the Manager thereunder and cause the termination or assignment of the same to any other Person, without penalty or payment of any fee, and (B) upon the occurrence of any default under the Servicing Agreement, the Initial Member (and any successor Manager) may exercise all of the rights of (1) the Manager under such Servicing Agreement and cause the termination or assignment of the same to any other Person, without penalty or payment of any fee, and (2) the Servicer under the Subservicing Agreement and cause the termination or assignment of the Subservicing Agreement to any other Person, without penalty or payment of any fee (it being understood that the Initial Member shall only exercise the foregoing rights as contemplated or permitted in this Agreement); (vii) provide that the Initial Member, the Manager, the Purchase Money Notes Guarantor and the Company (and each of their respective representatives) shall each have access to and the right to review, copy and audit the books and records of each Servicer and any Subservicers and that all Servicers and all Subservicers shall make available their respective officers, directors, employees, accountants and attorneys to answer Initial Member’s, the Manager’s , the Purchase Money Notes Guarantor’s and the Company’s (and each of their respective representatives’) questions or to discuss any matter relating to the Servicer’s or Subservicer’s affairs, finances and accounts, as they relate to the Loans, the Underlying Collateral, the Collection Account or any other accounts established or maintained pursuant to this Agreement, the Custodial and Paying Agency Agreement, the Servicing Agreement or any Subservicing Agreement, or any matters relating to the Servicing Agreement or any Subservicing Agreement or the rights or obligations thereunder; (viii) provide that all Loan Proceeds are to be deposited into the Collection Account on a daily basis (without reduction or setoff) within two Business Days of receipt and that under no circumstances are funds, other than Loan Proceeds and interest and earnings thereon and the proceeds of Excess Working Capital Advances and Discretionary Funding Advances, to be commingled in the Collection Account; (ix) provide that the Servicer or Subservicer shall not sell, transfer or assign its rights under the Servicing Agreement or Subservicing Agreement, as applicable, other than Servicer’s rights to delegate to Subservicers certain responsibilities thereunder as and to the extent permitted by this Agreement, and that any prohibited sale, transfer or assignment shall be void ab initio; (x) provide that (A) the Servicer or Subservicer consents to the immediate termination of the Servicer or Subservicer, as applicable, upon the occurrence of a termination event under the Servicing or Subservicing Agreement, as applicable, and upon the occurrence of any Insolvency Event with respect to the Servicer or Subservicer or any of their respective Related Parties, as applicable, and (B) the occurrence of any Restricted Servicer Change of Control with respect to the Servicer or of any Insolvency Event with respect to the Servicer or Subservicer or any Related Party thereof constitutes a default under the Servicing or Subservicing Agreement, as applicable; provided, that, in the case of the Servicing Agreement, the occurrence of an Insolvency Event with respect to a Subservicer or Related Party thereof (which is not an Related Party of the Servicer) may, at the election of the Manager, be subject to a cure period of not more than thirty (30) days for replacement of the affected Subservicer (in a manner that will permit the Manager to comply with its obligations hereunder); (xi) provide that there shall be no right of setoff on the part of the Servicer or Subservicer against the Loan Proceeds (or the Company); (xii) provide for such other matters as are necessary or appropriate to ensure that the Servicer or Subservicer is obligated to comply with the Servicing Obligations of the Manager hereunder; (xiii) provide a full release and discharge of the Initial Member, the Company, the Existing Servicers, the FDIC, in relation to any particular Loan, the relevant Failed Bank and any predecessor-in-interest thereof, any Ownership Entities existing as of the applicable Servicing Transfer Date, and all of their respective officers, directors, employees, agents, attorneys, contractors and representatives, and all of their respective successors, assigns and Affiliates (but excluding, in all cases, the Manager (in its individual capacity)) (any such Person, a “Prior Servicer” and collectively, the “Prior Servicers”), from any and all claims (including any counterclaim or defensive claim), demands, causes of action, judgments or legal proceedings and remedies of whatever kind or nature that the Servicer had, has or might have in the future, whether known or unknown, which are related in any manner whatsoever to the servicing of the Loans by the Prior Servicers prior to the applicable Servicing Transfer Date (other than due to gross negligence, violation of law or willful misconduct of such Prior Servicer); (xiv) provide that, to the extent required under Section 12.3(g) hereof, that all Loans registered on the MERS® System shall remain registered unless default, foreclosure or similar legal or MERS requirements dictate otherwise; (xv) provide that the Servicer or Subservicer shall immediately notify the Manager and the Initial Member upon becoming aware of any Subservicer or any Affiliate of the Servicer or of any Subservicer at any time, (A) being or becoming a partner or joint venturer with any Borrower or Obligor, (B) being or becoming an agent of any Borrower or Obligor, or allowing any Borrower or Obligor to be an agent of such Servicer or any Subservicer or of any Affiliate of the Servicer or any Subservicer, or (C) having any interest whatsoever in any Borrower or Obligor; (xvi) provide that the Servicer shall immediately notify the Manager and the Initial Member of the occurrence of any Change of Control with respect to the Servicer; and (xvii) not conflict with the Servicing Standard or any other terms or provisions of this Agreement, the Custodial and Paying Agency Agreement or any of the other Ancillary Documents insofar as such other terms or provisions hereof or thereof are required to be imposed by the Manager (in its individual capacity) on the Servicer (or Subservicers) in the Servicing Agreement (or Subservicing Agreements). Nothing contained in any Servicing Agreement or any Subservicing Agreement shall alter any obligation of the Manager under this Agreement and, in the event of any inconsistency between the Servicing Agreement (or any Subservicing Agreement) and the terms of this Agreement, among the Parties to this Agreement the terms of this Agreement shall control.

Servicing and Subservicing Agreement Requirements. Except as is otherwise agreed in writing by the Initial Member, each Servicing Agreement (and any Subservicing Agreement with any Subservicer) shall, among other things, (i) provide for the servicing of the Loans Assets and management of the Underlying Collateral by the Servicer (or any Subservicer) in accordance with the Servicing Standard and the other terms of this Agreement; (ii) be terminable upon no more than thirty (30) days prior notice if an Event of Default or any default under the Servicing Agreement (or Subservicing Agreement) has occurred; (iii) provide that the Manager (in its individual capacity) and the Initial Member (and, in the case of any Subservicing Agreement, the Servicer) shall be entitled to exercise termination rights under the relevant Servicing Agreement or Subservicing Agreement (it being understood that the Initial Member shall only exercise such termination rights as contemplated or permitted in this Agreement); (iv) provide that the Servicer (or any Subservicer) and the Manager (in its individual capacity) acknowledge that the Servicing Agreement (or Subservicing Agreement) constitutes a personal services agreement between the Manager (in its individual capacity) and the Servicer (or between the Servicer and the Subservicer, as applicable); (v) provide that (A) each of the Company, the Advance Lender, the Purchase Money Notes Guarantor, the NGPMN Agent and the FDIC are third party beneficiaries thereunder to the extent of any rights expressly granted to such Person under the Servicing Agreement or Subservicing Agreement and is entitled to enforce the Servicing Agreement or Subservicing Agreement, as applicable, with respect to such rights, (B) the Initial Member and, in the case of any Subservicing Agreement, the Manager (in its individual capacity) is a third party beneficiary thereunder; and further provide that in no event shall any amendment or waiver to any such Servicing Agreement or Subservicing Agreement limit or affect any rights of any such third party beneficiary thereunder without the express written consent of such third party beneficiary; (vi) provide that (A) upon the removal of the Private Owner as the Manager or the occurrence of an Event of Default, the Initial Member (and any successor Manager) may exercise all of the rights of the Manager thereunder and cause the termination or assignment of the same from the Private Owner as the Manager to any other Person, without penalty or payment of any fee, and (B) upon the occurrence of any default under the Servicing Agreement, the Initial Member (and any successor Manager) may exercise all of the rights of (1) the Manager under such Servicing Agreement and cause the termination or assignment of the same from the Private Owner as the Manager to any other Person, without penalty or payment of any fee, and (2) the Servicer under the Subservicing Agreement and cause the termination or assignment of the Subservicing Agreement from the Private Owner as the Manager to any other Person, without penalty or payment of any fee (it being understood that the Initial Member shall only exercise the foregoing rights as contemplated or permitted in this Agreement); (vii) provide that the Initial Member, the Manager, the Advance Lender , the Purchase Money Notes Guarantor Guarantor, the NGPMN Agent and the Company (and each of their respective representatives) shall each have access to and the right to review, copy and audit the books and records of each Servicer and any Subservicers and that all Servicers and all Subservicers shall make available their respective officers, directors, employees, accountants and attorneys to answer the Initial Member’s, the Manager’s, the Advance Lender’s , the Purchase Money Notes Guarantor’s, the NGPMN Agent’s and the Company’s (and each of their respective representatives’) questions or to discuss any matter relating to the Servicer’s or Subservicer’s affairs, finances and accounts, as they relate to the LoansAssets, the Underlying Collateral, the Collection Account or any other accounts established or maintained pursuant to this Agreement, the Advance Facility Documents, the Custodial and Paying Agency Agreement, the Servicing Agreement or any Subservicing Agreement, or any matters relating to the Servicing Agreement or any Subservicing Agreement or the rights or obligations thereunder; (viii) provide that all Loan Asset Proceeds are to be deposited into the Collection Account on a daily basis (without reduction or setoff) within two (2) Business Days of receipt and that under no circumstances are funds, other than Loan Asset Proceeds and interest and earnings thereon and the proceeds of Advance Loans, Excess Working Capital Advances and Discretionary Funding Advances, to be commingled in the Collection Account; (ix) provide that the Servicer or any Subservicer shall not sell, transfer or assign its rights under the Servicing Agreement or Subservicing Agreement, as applicable, other than Servicer’s rights to delegate to Subservicers certain responsibilities thereunder as and to the extent permitted by this Agreement, and that any prohibited sale, transfer or assignment shall be void ab initio; (x) provide that (A) the Servicer or any Subservicer consents to the immediate termination of the Servicer or Subservicer, as applicable, upon the occurrence of a termination event under the Servicing or Subservicing Agreement, as applicable, and upon the occurrence of any Insolvency Event with respect to the Servicer or any Subservicer or any of their respective Related Parties, as applicable, and (B) the occurrence of any Restricted Servicer Change of Control with respect to the Servicer or of any Insolvency Event with respect to the Servicer or any Subservicer or any Related Party thereof constitutes a default under the Servicing Agreement or Subservicing Agreement, as applicable; provided, however, that, in the case of the Servicing Agreement, the occurrence of an Insolvency Event with respect to a Subservicer or Related Party thereof (which is not an Related Party of the Servicer) may, at the election of the Manager, be subject to a cure period of not more than thirty (30) days for replacement of the affected Subservicer (in a manner that will permit the Manager to comply with its obligations hereunder); (xi) provide that there shall be no right of setoff on the part of the Servicer or any Subservicer against the Loan Asset Proceeds (or the Company); (xii) provide for such other matters as are necessary or appropriate to ensure that the Servicer or any Subservicer is obligated to comply with the Servicing Obligations of the Manager hereunder; (xiii) provide a full release and discharge of the Initial Member, the Company, the Existing Servicers, the FDIC, in relation to any particular Loan, the relevant Failed Bank and any predecessor-in-interest thereof, any Ownership Entities existing as of the applicable Servicing Transfer Date, and all of their respective officers, directors, employees, agents, attorneys, contractors and representatives, and all of their respective successors, assigns and Affiliates (but excluding, in all cases, the Manager (in its individual capacity)) (any such Person, a “each Prior Servicer” and collectively, the “Prior Servicers”), Servicer from any and all claims (including any counterclaim or defensive claim), demands, causes of action, judgments or legal proceedings and remedies of whatever kind or nature that the Servicer had, has or might have in the future, whether known or unknown, which are related in any manner whatsoever to the servicing of the Loans Assets by the Prior Servicers prior to the applicable Servicing Transfer Date (other than due to gross negligence, violation of law or willful misconduct of such Prior Servicer); (xiv) provide that, to the extent required under Section 12.3(g) hereof, all Loans Assets registered on the MERS® System shall remain registered unless default, foreclosure or similar legal or MERS requirements dictate otherwise; (xv) provide that none of the Servicer or Subservicer shall immediately notify the Manager and the Initial Member upon becoming aware of Servicer, any Subservicer or any Affiliate of the Servicer or of any Subservicer may at any time, (A) being be or becoming become a partner or joint venturer with any Borrower or Obligor, (B) being be or becoming become an agent of any Borrower or Obligor, or allowing allow any Borrower or Obligor to be an agent of such Servicer or any Subservicer or of any Affiliate of the Servicer or any Subservicer, or (C) having have any interest whatsoever in any Borrower or Obligor; (xvi) provide that the Servicer shall immediately notify the Manager and the Initial Member of the occurrence of any Change of Control with respect to the Servicer; and (xvii) not conflict with the Servicing Standard or any other terms or provisions of this Agreement, the Custodial and Paying Agency Agreement or any of the other Ancillary Transaction Documents insofar as such other terms or provisions hereof or thereof are required to be imposed by the Manager (in its individual capacity) on the Servicer (or any Subservicers) in the Servicing Agreement (or Subservicing Agreements). Nothing contained in any Servicing Agreement or any Subservicing Agreement shall alter any obligation of the Manager under this Agreement and, in the event of any inconsistency between the Servicing Agreement (or any Subservicing Agreement) and the terms of this Agreement, among the Parties to this Agreement the terms of this Agreement shall control.

Servicing and Subservicing Agreement Requirements. Except as is otherwise agreed in writing by Initial MemberParticipant, each the Servicing Agreement (and any Subservicing Agreement with any Subservicer) shall, among other things, , (i) provide for the servicing of the Loans and management of the Underlying Collateral by the Servicer (or Subservicer) in accordance with the Servicing Standard and the other terms of this Agreement; ; (ii) be terminable upon no more than thirty (30) 30 days prior notice if an in the Event of Default or any default under the Servicing Agreement (or Subservicing Agreement) has occurred; ); (iii) provide that Participant as well as the Manager (in its individual capacity) and the Initial Member Company (and, in the case of any Subservicing Agreement, the Servicer) shall be entitled to exercise termination rights under upon the relevant Servicing Agreement or Subservicing Agreement (it being understood that the Initial Member shall only exercise such termination rights as contemplated or permitted in this Agreement); occurrence of any Event of Default; (iv) provide that the Servicer (or any Subservicer) and the Manager (in its individual capacity) Company acknowledge that the Servicing Agreement (or Subservicing Agreement) constitutes a personal services agreement between the Manager (in its individual capacity) Company and the Servicer (or between the Servicer and the Subservicer, as applicable); ; (v) provide that (A) each of the Company, the Purchase Money Notes Guarantor, and the FDIC are third party beneficiaries thereunder to the extent of any rights expressly granted to such Person under the Servicing Agreement or Subservicing Agreement and is entitled to enforce the Servicing Agreement or Subservicing Agreement, as applicable, with respect to such rights, (B) the Initial Member and, in the case of any Subservicing Agreement, the Manager (in its individual capacity) Participant is a third party beneficiary thereunder; thereunder and further provide that in no event shall any amendment or waiver entitled to any such Servicing Agreement or Subservicing Agreement limit or affect any rights enforce the same upon the occurrence of any such third party beneficiary thereunder without the express written consent Event of such third party beneficiary; Default; (vi) provide that (A) upon the removal of the Private Owner as the Manager or the occurrence of an any Event of Default, the Initial Member (and any successor Manager) provide that Participant may exercise all of the rights of the Manager Company (or, in the case of a Subservicing Agreement, the Servicer) thereunder and cause the termination or assignment of the same to any other Person, without penalty or payment of any fee, and (B) upon the occurrence of any default under the Servicing Agreement, the Initial Member (and any successor Manager) may exercise all of the rights of (1) the Manager under such Servicing Agreement and cause the termination or assignment of the same to any other Person, without penalty or payment of any fee, and (2) the Servicer under the Subservicing Agreement and cause the termination or assignment of the Subservicing Agreement to any other Person, without penalty or payment of any fee (it being understood that the Initial Member shall only exercise the foregoing rights as contemplated or permitted in this Agreement); ; (vii) provide that the Initial Member, the Manager, the Purchase Money Notes Guarantor and the Company Participant (and each of their respective its representatives) shall each have access to and the right to review, copy and audit the books and records of each Servicer and any Subservicers and that all Servicers the Servicer and all Subservicers shall make available their respective officers, directors, employees, accountants and attorneys to answer Initial Member’s, the Manager’s , the Purchase Money Notes Guarantor’s and the CompanyParticipant’s (and each of their respective its representatives’) questions or to discuss any matter relating to the Servicer’s or Subservicer’s affairs, finances and accounts, as they relate to the Loans, the Underlying Collateral, the Servicing, or the Collection Account or any other accounts established or maintained pursuant to this Agreement, the Custodial and Paying Agency Agreement, Agreement or the Servicing Agreement or any Subservicing Agreement, or any matters relating to the Servicing Agreement or any Subservicing this Agreement or the rights or obligations thereunder; hereunder (viii) provide that all Loan Proceeds are to be deposited into the Collection Account on a daily basis (without reduction or setoff) within two Business Days of receipt and that under no circumstances are funds, other than Loan Proceeds and interest and earnings thereon and the proceeds of Excess Working Capital Advances and Discretionary Funding Advances, to be commingled in the Collection Account; (ix) provide that the Servicer or Subservicer shall not sell, transfer or assign its rights under the Servicing Agreement or Subservicing Agreement, as applicable, other than Servicer’s rights to delegate to Subservicers certain responsibilities thereunder as and to the extent permitted by this Agreement, and that any prohibited sale, transfer or assignment shall be void ab initio; (x) provide that (A) the Servicer or Subservicer consents to the immediate termination of the Servicer or Subservicer, as applicable, upon the occurrence of a termination event under the Servicing or Subservicing Agreement, as applicable, and upon the occurrence of any Insolvency Event with respect to the Servicer or Subservicer or any of their respective Related Parties, as applicable, and (B) the occurrence of any Restricted Servicer Change of Control with respect to the Servicer or of any Insolvency Event with respect to the Servicer or Subservicer or any Related Party thereof constitutes a default under the Servicing or Subservicing Agreement, as applicable; provided, that, in the case of the Servicing Agreement, the occurrence of an Insolvency Event with respect to a Subservicer or Related Party thereof (which is not an Related Party of the Servicer) may, at the election of the Manager, be subject to a cure period of not more than thirty (30) days for replacement of the affected Subservicer (in a manner that will permit the Manager to comply with its obligations hereunder); (xi) provide that there shall be no right of setoff on the part of the Servicer or Subservicer against the Loan Proceeds (or the Company); (xii) provide for such other matters as are necessary or appropriate to ensure that the Servicer or Subservicer is obligated to comply with the Servicing Obligations of the Manager hereunder; (xiii) provide a full release and discharge of the Initial Member, the Company, the Existing Servicers, the FDIC, in relation to any particular Loan, the relevant Failed Bank and any predecessor-provided in-interest thereof, any Ownership Entities existing as of the applicable Servicing Transfer Date, and all of their respective officers, directors, employees, agents, attorneys, contractors and representatives, and all of their respective successors, assigns and Affiliates (but excluding, in all cases, the Manager (in its individual capacity)) (any such Person, a “Prior Servicer” and collectively, the “Prior Servicers”), from any and all claims (including any counterclaim or defensive claim), demands, causes of action, judgments or legal proceedings and remedies of whatever kind or nature that the Servicer had, has or might have in the future, whether known or unknown, which are related in any manner whatsoever to the servicing of the Loans by the Prior Servicers prior to the applicable Servicing Transfer Date (other than due to gross negligence, violation of law or willful misconduct of such Prior Servicer); (xiv) provide that, to the extent required under Section 12.3(g) hereof, all Loans registered on the MERS® System shall remain registered unless default, foreclosure or similar legal or MERS requirements dictate otherwise; (xv) provide that the Servicer or Subservicer shall immediately notify the Manager and the Initial Member upon becoming aware of any Subservicer or any Affiliate of the Servicer or of any Subservicer at any time, (A) being or becoming a partner or joint venturer with any Borrower or Obligor, (B) being or becoming an agent of any Borrower or Obligor, or allowing any Borrower or Obligor to be an agent of such Servicer or any Subservicer or of any Affiliate of the Servicer or any Subservicer, or (C) having any interest whatsoever in any Borrower or Obligor; (xvi) provide that the Servicer shall immediately notify the Manager and the Initial Member of the occurrence of any Change of Control with respect to the Servicer; and (xvii) not conflict with the Servicing Standard or any other terms or provisions of this Agreement, the Custodial and Paying Agency Agreement or any of the other Ancillary Documents insofar as such other terms or provisions hereof or thereof are required to be imposed by the Manager (in its individual capacity) on the Servicer (or Subservicers) in the Servicing Agreement (or Subservicing Agreements). Nothing contained in any Servicing Agreement or any Subservicing Agreement shall alter any obligation of the Manager under this Agreement and, in the event of any inconsistency between the Servicing Agreement (or any Subservicing Agreement) and the terms of this Agreement, among the Parties to this Agreement the terms of this Agreement shall control.

Servicing and Subservicing Agreement Requirements. Except as is otherwise agreed in writing by Initial Member, each Servicing Agreement (and any Subservicing Agreement with any Subservicer) shall, among other things, (i) provide for the servicing of the Loans and management of the Underlying Collateral by the Servicer (or Subservicer) in accordance with the Servicing Standard and the other terms of this Agreement; (ii) be terminable upon no more than thirty (30) days prior notice if an Event of Default or any default under the Servicing Agreement (or Subservicing Agreement) has occurred; (iii) provide that the Manager (in its individual capacity) and the Initial Member (and, in the case of any Subservicing Agreement, the Servicer) shall be entitled to exercise termination rights under the relevant Servicing Agreement or Subservicing Agreement (it being understood that the Initial Member shall only exercise such termination rights as contemplated or permitted in this Agreement); (iv) provide that the Servicer (or any Subservicer) and the Manager (in its individual capacity) acknowledge that the Servicing Agreement (or Subservicing Agreement) constitutes a personal services agreement between the Manager (in its individual capacity) and the Servicer (or between the Servicer and the Subservicer, as applicable); (v) provide that (A) each of the Company, the Purchase Money Notes Guarantor, and the FDIC are third party beneficiaries thereunder to the extent of any rights expressly granted to such Person under the Servicing Agreement or Subservicing Agreement and is entitled to enforce the Servicing Agreement or Subservicing Agreement, as applicable, with respect to such rights, (B) the Initial Member and, in the case of any Subservicing Agreement, the Manager (in its individual capacity) is a third party beneficiary thereunder; and further provide that in no event shall any amendment or waiver to any such Servicing Agreement or Subservicing Agreement limit or affect any rights of any such third party beneficiary thereunder without the express written consent of such third party beneficiary; (vi) provide that (A) upon the removal of the Private Owner as the Manager or the occurrence of an Event of Default, the Initial Member (and any successor Manager) may exercise all of the rights of the Manager thereunder and cause the termination or assignment of the same to any other Person, without penalty or payment of any fee, and (B) upon the occurrence of any default under the Servicing Agreement, the Initial Member (and any successor Manager) may exercise all of the rights of (1) the Manager under such Servicing Agreement and cause the termination or assignment of the same to any other Person, without penalty or payment of any fee, and (2) the Servicer under the Subservicing Agreement and cause the termination or assignment of the Subservicing Agreement to any other Person, without penalty or payment of any fee (it being understood that the Initial Member shall only exercise the foregoing rights as contemplated or permitted in this Agreement); (vii) provide that the Initial Member, the Manager, the Purchase Money Notes Guarantor and the Company (and each of their respective representatives) shall each have access to and the right to review, copy and audit the books and records of each Servicer and any Subservicers and that all Servicers and all Subservicers shall make available their respective officers, directors, employees, accountants and attorneys to answer Initial Member’s, the Manager’s ’s, the Purchase Money Notes Guarantor’s and the Company’s (and each of their respective representatives’) questions or to discuss any matter relating to the Servicer’s or Subservicer’s affairs, finances and accounts, as they relate to the Loans, the Underlying Collateral, the Collection Account or any other accounts established or maintained pursuant to this Agreement, the Custodial and Paying Agency Agreement, the Servicing Agreement or any Subservicing Agreement, or any matters relating to the Servicing Agreement or any Subservicing Agreement or the rights or obligations thereunder; (viii) provide that all Loan Proceeds are to be deposited into the Collection Account on a daily basis (without reduction or setoff) within two (2) Business Days of receipt and that under no circumstances are funds, other than Loan Proceeds and interest and earnings thereon and the proceeds of Excess Working Capital Advances and Discretionary Funding Advances, to be commingled in the Collection Account; (ix) provide that the Servicer or any Subservicer shall not sell, transfer or assign its rights under the Servicing Agreement or Subservicing Agreement, as applicable, other than Servicer’s rights to delegate to Subservicers certain responsibilities thereunder as and to the extent permitted by this Agreement, and that any prohibited sale, transfer or assignment shall be void ab initio; (x) provide that (A) the Servicer or any Subservicer consents to the immediate termination of the Servicer or Subservicer, as applicable, upon the occurrence of a termination event under the Servicing or Subservicing Agreement, as applicable, and upon the occurrence of any Insolvency Event with respect to the Servicer or any Subservicer or any of their respective Related Parties, as applicable, and (B) the occurrence of any Restricted Servicer Change of Control with respect to the Servicer or of any Insolvency Event with respect to the Servicer or any Subservicer or any Related Party thereof constitutes a default under the Servicing Agreement or Subservicing Agreement, as applicable; provided, that, in the case of the Servicing Agreement, the occurrence of an Insolvency Event with respect to a Subservicer or Related Party thereof (which is not an Related Party of the Servicer) may, at the election of the Manager, be subject to a cure period of not more than thirty (30) days for replacement of the affected Subservicer (in a manner that will permit the Manager to comply with its obligations hereunder); (xi) provide that there shall be no right of setoff on the part of the Servicer or any Subservicer against the Loan Proceeds (or the Company); (xii) provide for such other matters as are necessary or appropriate to ensure that the Servicer or Subservicer is obligated to comply with the Servicing Obligations of the Manager hereunder; (xiii) provide a full release and discharge of the Initial Member, the Company, the Existing Servicers, the FDIC, in relation to any particular Loan, the relevant Failed Bank and any predecessor-in-interest thereof, any Ownership Entities existing as of the applicable Servicing Transfer Date, and all of their respective officers, directors, employees, agents, attorneys, contractors and representatives, and all of their respective successors, assigns and Affiliates (but excluding, in all cases, the Manager (in its individual capacity)) (any such Person, a “Prior Servicer” and collectively, the “Prior Servicers”), from any and all claims (including any counterclaim or defensive claim), demands, causes of action, judgments or legal proceedings and remedies of whatever kind or nature that the Servicer had, has or might have in the future, whether known or unknown, which are related in any manner whatsoever to the servicing of the Loans by the Prior Servicers prior to the applicable Servicing Transfer Date (other than due to gross negligence, violation of law or willful misconduct of such Prior Servicer); (xiv) provide that, to the extent required under Section 12.3(g) hereof, that all Loans registered on the MERS® System shall remain registered unless default, foreclosure or similar legal or MERS requirements dictate otherwise; (xv) provide that the Servicer or any Subservicer shall immediately notify the Manager and the Initial Member upon becoming aware of any Subservicer or any Affiliate of the Servicer or of any Subservicer at any time, (A) being or becoming a partner or joint venturer with any Borrower or Obligor, (B) being or becoming an agent of any Borrower or Obligor, or allowing any Borrower or Obligor to be an agent of such Servicer or any Subservicer or of any Affiliate of the Servicer or any Subservicer, or (C) having any interest whatsoever in any Borrower or Obligor; (xvi) provide that the Servicer shall immediately notify the Manager and the Initial Member of the occurrence of any Change of Control with respect to the Servicer; and (xvii) not conflict with the Servicing Standard or any other terms or provisions of this Agreement, the Custodial and Paying Agency Agreement or any of the other Ancillary Transaction Documents insofar as such other terms or provisions hereof or thereof are required to be imposed by the Manager (in its individual capacity) on the Servicer (or any Subservicers) in the Servicing Agreement (or Subservicing Agreements). Nothing contained in any Servicing Agreement or any Subservicing Agreement shall alter any obligation of the Manager under this Agreement and, in the event of any inconsistency between the Servicing Agreement (or any Subservicing Agreement) and the terms of this Agreement, among the Parties to this Agreement the terms of this Agreement shall control.

Servicing and Subservicing Agreement Requirements. Except as is otherwise agreed in writing by Initial Memberthe Participant, each the Servicing Agreement (and any Subservicing Agreement with any Subservicer) shall, among other things, , (i) provide for the servicing of the Loans and management of the Underlying Collateral (including the Acquired Collateral) by the Servicer (or any Subservicer) in accordance with the Servicing Standard and the other terms of this Agreement; ; (ii) be terminable upon no more than thirty (30) days 30 days’ prior notice if upon the occurrence and during the continuance of an Event of Default or any default under the Servicing Agreement (or Subservicing Agreement) has occurred; ); (iii) provide that the Manager (in its individual capacity) and Participant as well as the Initial Member Company (and, in the case of any Subservicing Agreement, the Servicer) shall be entitled to exercise termination rights under upon the relevant Servicing Agreement or Subservicing Agreement (it being understood that occurrence and during the Initial Member shall only exercise such termination rights as contemplated or permitted in this Agreement); continuance of an Event of Default; (iv) provide that the Servicer (or any Subservicer) and the Manager (in its individual capacity) Company acknowledge that the Servicing Agreement (or Subservicing Agreement) constitutes a personal services agreement between the Manager (in its individual capacity) Company and the Servicer (or between the Servicer and the Subservicer, as applicable); ; (v) provide that (A) each of the Company, the Purchase Money Notes GuarantorParticipant, and the FDIC are third party beneficiaries thereunder to the extent of any rights expressly granted to such Person under the Servicing Agreement or Subservicing Agreement and is entitled to enforce the Servicing Agreement or Subservicing Agreement, as applicable, with respect to such rights, (B) the Initial Member and, in the case of any Subservicing Agreement, the Manager (in its individual capacity) Company, is a third party beneficiary thereunder; thereunder and further provide that in no event shall any amendment or waiver entitled to any such Servicing Agreement or Subservicing Agreement limit or affect any rights enforce the same upon the occurrence and during the continuance of any such third party beneficiary thereunder without the express written consent Event of such third party beneficiary; Default; (vi) provide that (A) that, upon the removal occurrence and during the continuance of the Private Owner as the Manager or the occurrence of an any Event of Default, the Initial Member (and any successor Manager) Participant may exercise all of the rights of the Manager Company (or, in the case of a Subservicing Agreement, the Servicer) thereunder and cause the termination or assignment of the same to any other Person, without penalty or payment of any fee, and (B) upon the occurrence of any default under the Servicing Agreement, the Initial Member (and any successor Manager) may exercise all of the rights of (1) the Manager under such Servicing Agreement and cause the termination or assignment of the same to any other Person, without penalty or payment of any fee, and (2) the Servicer under the Subservicing Agreement and cause the termination or assignment of the Subservicing Agreement to any other Person, without penalty or payment of any fee (it being understood that the Initial Member shall only exercise the foregoing rights as contemplated or permitted in this Agreement); ; (vii) provide that the Initial Member, the Manager, the Purchase Money Notes Guarantor Participant and the Company (and each of their respective representatives) shall each have access to and the right to review, copy and audit the books and records of each the Servicer and any Subservicers and that all Servicers the Servicer and all Subservicers shall make available their respective officers, directors, employees, accountants and attorneys to answer Initial Member’s, the Manager’s , the Purchase Money Notes Guarantor’s and the CompanyParticipant’s (and each of their respective its representatives’) questions or to discuss any matter relating to the Servicer’s or any Subservicer’s affairs, finances and accounts, as they relate to the Loans, the Underlying Collateral, the Acquired Collateral, the Collection Account or any other accounts established or maintained pursuant to this Agreement, the Custodial and Paying Agency Agreement, Agreement or the Servicing Agreement or any Subservicing Agreement, or any matters relating to the Servicing Agreement or any Subservicing this Agreement or the rights or obligations thereunder; hereunder (to the extent provided in Section 5.05); (viii) provide that all Loan Proceeds are to be deposited into the Collection Account on a daily basis (without reduction or setoff) within two Business Days of receipt and that under no circumstances are funds, funds other than Loan Proceeds and interest and earnings thereon and the proceeds of Excess Working Capital Advances and Discretionary Funding Advances, to be commingled in deposited into the Collection Account; ; (ix) provide that under no circumstances are any funds other than LIP Funds and interest and earnings thereon to be deposited into the LIP Account; (x) provide that the Servicer consents to the immediate termination of the Servicer upon the occurrence of any Event of Default as described in Section 10.01(b) or a similar event with respect to the Servicer, Subservicer or any Affiliate thereof; (xi) provide that the Servicer shall not sell, transfer or assign its rights under the Servicing Agreement or Subservicing Agreement, as applicable, other than Servicer’s its rights to delegate to Subservicers certain responsibilities thereunder as and to the extent permitted by this Agreement, and that any prohibited sale, transfer or assignment shall be void ab initio; ; (xxii) provide that (A) the Servicer or Subservicer consents to the immediate termination of the Servicer or Subservicer, as applicable, upon the occurrence of a termination event under the Servicing or Subservicing Agreement, as applicable, and upon the occurrence of any Insolvency Event with respect to the Servicer or Subservicer or any of their respective Related Parties, as applicable, and (B) the occurrence of any Restricted Servicer Change of Control with respect to the Servicer or of any Insolvency Event with respect to the Servicer or Subservicer or any Related Party thereof constitutes a default under the Servicing or Subservicing Agreement, as applicable; provided, that, in the case of the Servicing Agreement, the occurrence of an Insolvency Event with respect to a Subservicer or Related Party thereof (which is not an Related Party of the Servicer) may, at the election of the Manager, be subject to a cure period of not more than thirty (30) days for replacement of the affected Subservicer (in a manner that will permit the Manager to comply with its obligations hereunder); (xi) provide that there shall be no right of setoff all Loans registered on the part of the Servicer MERS® System shall remain registered unless default, foreclosure or Subservicer against the Loan Proceeds similar legal or MERS requirements dictate otherwise; (or the Company); (xiixiii) provide for such other matters as are necessary or appropriate to ensure that the Servicer or and any Subservicer is are obligated to comply with the Servicing Obligations of the Manager Company hereunder; ; (xiiixiv) provide a full release and discharge of the Initial Member, the Company, the Existing Servicers, the FDIC, in relation to any particular Loan, the relevant Failed Bank Participant and any predecessor-in-interest thereof, any Ownership Entities existing as of the applicable Servicing Transfer Datepredecessor Servicer, and all of their respective officers, directors, employees, agents, attorneys, contractors and representatives, and all of their respective successors, assigns (other than the Company) and Affiliates (but excluding, in all cases, the Manager (in its individual capacity)) (any such Person, a “Prior Servicer” and collectively, the “Prior Servicers”)Affiliates, from any and all claims (including any counterclaim or defensive claim), demands, causes of action, judgments or legal proceedings and remedies of whatever kind or nature that the Servicer had, has or might have in the future, whether known or unknown, which are related in any manner whatsoever to the servicing of the Loans by the Prior Servicers Participant or such other predecessor servicer prior to the applicable Servicing Transfer Closing Date (other than due to gross negligence, violation of law negligence or willful misconduct of such Prior Servicerthe Participant or other predecessor servicer); (xiv) provide that, which for the avoidance of doubt, shall not release any claims for breaching this Agreement or any of the Ancillary Documents and shall not relieve the Participant of any liability for losses to be reimbursed under any of the extent required under Section 12.3(g) hereof, all Loans registered on the MERS® System shall remain registered unless default, foreclosure or similar legal or MERS requirements dictate otherwise; Ancillary Documents; and (xv) provide that the Servicer or Subservicer shall immediately notify the Manager and the Initial Member upon becoming aware of any Subservicer or any Affiliate of the Servicer or of any Subservicer at any time, (A) being or becoming a partner or joint venturer with any Borrower or Obligor, (B) being or becoming an agent of any Borrower or Obligor, or allowing any Borrower or Obligor to be an agent of such Servicer or any Subservicer or of any Affiliate of the Servicer or any Subservicer, or (C) having any interest whatsoever in any Borrower or Obligor; (xvi) provide that the Servicer shall immediately notify the Manager and the Initial Member of the occurrence of any Change of Control with respect to the Servicer; and (xvii) not conflict with the Servicing Standard or any other terms or and provisions of this Agreement, the Custodial and Paying Agency Agreement or any of the other Ancillary Documents insofar as such other the terms or and provisions hereof or thereof are required apply to be imposed by the Manager (in its individual capacity) on the Servicer (or Subservicers) in the Servicing Agreement (or Subservicing Agreements)Obligations. Nothing contained in any the Servicing Agreement or any Subservicing Agreement shall alter any obligation of the Manager Company under this Participation Agreement (without reference to the Servicing Agreement) and, in the event of any inconsistency between the Servicing Agreement (or any Subservicing Agreement) and the terms of this Agreement (without reference to the Servicing Agreement), among the Parties to this Agreement the terms of this Agreement (without reference to the Servicing Agreement) shall control.

Servicing and Subservicing Agreement Requirements. Except as is otherwise agreed in writing by the Initial Member, each Servicing Agreement (and any Subservicing Agreement with any Subservicer) shall, among other things, (i) provide for the servicing of the Mortgage Loans and management of the Underlying Collateral by the Servicer (or Subservicer) in accordance with the Servicing Standard and the other terms of this Agreement; (ii) be terminable upon no more than thirty (30) days prior notice if an Event of Default or any default under the Servicing Agreement (or Subservicing Agreement) has occurred; (iii) provide that the Manager (in its individual capacity) and the Initial Member (and, in the case of any Subservicing Agreement, the Servicer) shall be entitled to exercise termination rights under the relevant Servicing Agreement or Subservicing Agreement (it being understood that the Initial Member shall only exercise such termination rights as contemplated or permitted in this Agreement); (iv) provide that the Servicer (or any Subservicer) and the Manager (in its individual capacity) acknowledge that the Servicing Agreement (or Subservicing Agreement) constitutes a personal services agreement between the Manager (in its individual capacity) and the Servicer (or between the Servicer and the Subservicer, as applicable); (v) provide that (A) each of the Company, the Purchase Money Notes Note Guarantor, and the FDIC are third party beneficiaries thereunder to the extent of any rights expressly granted to such Person under the Servicing Agreement or Subservicing Agreement and is entitled to enforce the Servicing Agreement or Subservicing Agreement, as applicable, with respect to such rights, (B) the Initial Member and, in the case of any Subservicing Agreement, the Manager (in its individual capacity) is a third party beneficiary thereunder; and further provide that in no event shall any amendment or waiver to any such Servicing Agreement or Subservicing Agreement limit or affect any rights of any such third party beneficiary thereunder without the express written consent of such third party beneficiary; (vi) provide that (A) upon the removal of the Private Owner as the Manager or the occurrence of an Event of Default, the Initial Member (and any successor Manager) may exercise all of the rights of the Manager thereunder and cause the termination or assignment of the same to any other Person, without penalty or payment of any fee, and (B) upon the occurrence of any default under the Servicing Agreement, the Initial Member (and any successor Manager) may exercise all of the rights of (1) the Manager under such Servicing Agreement and cause the termination or assignment of the same to any other Person, without penalty or payment of any fee, and (2) the Servicer under the Subservicing Agreement and cause the termination or assignment of the Subservicing Agreement to any other Person, without penalty or payment of any fee (it being understood that the Initial Member shall only exercise the foregoing rights as contemplated or permitted in this Agreement); (vii) provide that the Initial Member, the Manager, the Purchase Money Notes Note Guarantor and the Company (and each of their respective representatives) shall each have access to and the right to review, copy and audit the books and records of each Servicer and any Subservicers and that all Servicers and all Subservicers shall make available their respective officers, directors, employees, accountants and attorneys to answer Initial Member’s, the Manager’s ’s, the Purchase Money Notes Note Guarantor’s and the Company’s (and each of their respective representatives’) questions or to discuss any matter relating to the Servicer’s or Subservicer’s affairs, finances and accounts, as they relate to the Mortgage Loans, the Underlying Collateral, the Collection Account or any other accounts established or maintained pursuant to this Agreement, the Custodial and Paying Agency Agreement, the Servicing Agreement or any Subservicing Agreement, or any matters relating to the Servicing Agreement or any Subservicing Agreement or the rights or obligations thereunder; (viii) provide that all Mortgage Loan Proceeds are to be deposited into the Collection Account on a daily basis (without reduction or setoff) within two Business Days of receipt and that under no circumstances are funds, other than Mortgage Loan Proceeds and interest and earnings thereon and the proceeds of Excess Working Capital Advances and Discretionary Funding Liquidity Advances, to be commingled in the Collection Account; (ix) provide that the Servicer or Subservicer shall not sell, transfer or assign its rights under the Servicing Agreement or Subservicing Agreement, as applicable, other than Servicer’s rights to delegate to Subservicers certain responsibilities thereunder as and to the extent permitted by this Agreement, and that any prohibited sale, transfer or assignment shall be void ab initio; (x) provide that (A) the Servicer or Subservicer consents to the immediate termination of the Servicer or Subservicer, as applicable, upon the occurrence of a termination event under the Servicing or Subservicing Agreement, as applicable, and upon the occurrence of any Insolvency Event with respect to the Servicer or Subservicer or any of their respective Related Parties, as applicable, and (B) the occurrence of any Restricted Servicer Change of Control with respect to the Servicer or of any Insolvency Event with respect to the Servicer or Subservicer or any Related Party thereof constitutes a default under the Servicing or Subservicing Agreement, as applicable; provided, that, in the case of the Servicing Agreement, the occurrence of an Insolvency Event with respect to a Subservicer or Related Party thereof (which is not an Related Party of the Servicer) may, at the election of the Manager, be subject to a cure period of not more than thirty (30) days for replacement of the affected Subservicer (in a manner that will permit the Manager to comply with its obligations hereunder); (xi) provide that there shall be no right of setoff on the part of the Servicer or Subservicer against the Mortgage Loan Proceeds (or the Company); (xii) provide for such other matters as are necessary or appropriate to ensure that the Servicer or Subservicer is obligated to comply with the Servicing Obligations of the Manager hereunder; (xiii) provide a full release and discharge of the Initial Member, the Company, the Existing Servicers, the FDIC, in relation to any particular Mortgage Loan, the relevant Failed Bank and any predecessor-in-interest thereof, any Ownership Entities existing as of the applicable Servicing Transfer Date, and all of their respective officers, directors, employees, agents, attorneys, contractors and representatives, and all of their respective successors, assigns and Affiliates (but excluding, in all cases, the Manager (in its individual capacity)) (any such Person, a “Prior Servicer” and collectively, the “Prior Servicers”), from any and all claims (including any counterclaim or defensive claim), demands, causes of action, judgments or legal proceedings and remedies of whatever kind or nature that the Servicer had, has or might have in the future, whether known or unknown, which are related in any manner whatsoever to the servicing of the Mortgage Loans by the Prior Servicers prior to the applicable Servicing Transfer Date (other than due to gross negligence, violation of law or willful misconduct of such Prior Servicer); (xiv) provide that, to the extent required under Section 12.3(g) hereof), that all Mortgage Loans registered on the MERS® System shall remain registered unless default, foreclosure or similar legal or MERS requirements dictate otherwise; (xv) provide that the Servicer or Subservicer shall immediately notify the Manager and the Initial Member upon becoming aware of any Subservicer or any Affiliate of the Servicer or of any Subservicer at any time, (A) being or becoming a partner or joint venturer with any Borrower or Obligor, (B) being or becoming an agent of any Borrower or Obligor, or allowing any Borrower or Obligor to be an agent of such Servicer or any Subservicer or of any Affiliate of the Servicer or any Subservicer, or (C) having any interest whatsoever in any Borrower or Obligor; (xvi) provide that the Servicer shall immediately notify the Manager and the Initial Member of the occurrence of any Change of Control with respect to the Servicer; and (xvii) not conflict with the Servicing Standard or any other terms or provisions of this Agreement, the Custodial and Paying Agency Agreement or any of the other Ancillary Documents insofar as such other terms or provisions hereof or thereof are required to be imposed by the Manager (in its individual capacity) on the Servicer (or Subservicers) in the Servicing Agreement (or Subservicing Agreements). Nothing contained in any Servicing Agreement or any Subservicing Agreement shall alter any obligation of the Manager under this Agreement and, in the event of any inconsistency between the Servicing Agreement (or any Subservicing Agreement) and the terms of this Agreement, among the Parties to this Agreement the terms of this Agreement shall control.

Servicing and Subservicing Agreement Requirements. Except as is otherwise agreed in writing by Initial MemberParticipant, each Servicing Agreement (and any Subservicing Agreement with any Subservicer) shall, among other things, , (i) provide for the servicing of the Loans and management of the Underlying Collateral by the Servicer (or Subservicer) in accordance with the Servicing Standard and the other terms of this Agreement; ; (ii) be terminable upon no more than thirty (30) 30 days prior notice if an in the Event of Default or any default under the Servicing Agreement (or Subservicing Agreement) has occurred; ; (iii) provide that Participant as well as the Manager (in its individual capacity) and the Initial Member Company (and, in the case of any Subservicing Agreement, the Servicer) shall be entitled to exercise termination rights under upon the relevant Servicing Agreement or Subservicing Agreement (it being understood that occurrence of any Event of Default, as and to the Initial Member shall only exercise such termination rights as contemplated or permitted extent provided in this AgreementSection 10.02(a); ; (iv) provide that the Servicer (or any Subservicer) and the Manager (in its individual capacity) Company acknowledge that the Servicing Agreement (or Subservicing Agreement) constitutes a personal services agreement between the Manager (in its individual capacity) Company and the Servicer (or between the Servicer and the Subservicer, as applicable); ; (v) provide that (A) each of the Company, the Purchase Money Notes Guarantor, and the FDIC are third party beneficiaries thereunder to the extent of any rights expressly granted to such Person under the Servicing Agreement or Subservicing Agreement and is entitled to enforce the Servicing Agreement or Subservicing Agreement, as applicable, with respect to such rights, (B) the Initial Member and, in the case of any Subservicing Agreement, the Manager (in its individual capacity) Participant is a third party beneficiary thereunder; thereunder and further provide that in no event shall any amendment or waiver entitled to any such Servicing Agreement or Subservicing Agreement limit or affect any rights enforce the same upon the occurrence of any such third party beneficiary thereunder without the express written consent Event of such third party beneficiary; Default; (vi) provide that (A) upon the removal of the Private Owner as the Manager or the occurrence of an any Event of Default, the Initial Member (and any successor Manager) provide that Participant may exercise all of the rights of the Manager Company (or, in the case of a Subservicing Agreement, the Servicer) thereunder and cause the termination or assignment of the same to any other Person, without penalty or payment of any fee, and (B) upon the occurrence of any default under the Servicing Agreement, the Initial Member (and any successor Manager) may exercise all of the rights of (1) the Manager under such Servicing Agreement and cause the termination or assignment of the same to any other Person, without penalty or payment of any fee, and (2) the Servicer under the Subservicing Agreement and cause the termination or assignment of the Subservicing Agreement to any other Person, without penalty or payment of any fee (it being understood that the Initial Member shall only exercise the foregoing rights as contemplated or permitted in this Agreement); ; (vii) provide that the Initial Member, the Manager, the Purchase Money Notes Guarantor and the Company Participant (and each of their respective its representatives’) shall each have access to and the right to review, copy and audit the books and records of each Servicer and any Subservicers and that all Servicers and all Subservicers shall make available their respective officers, directors, employees, accountants and attorneys to answer Initial Member’s, the Manager’s , the Purchase Money Notes Guarantor’s and the CompanyParticipant’s (and each of their respective its representatives’) questions or to discuss any matter relating to the Servicer’s or Subservicer’s affairs, finances and accounts, as they relate to the Loans, the Underlying Collateral, the Collection Account or any other accounts established or maintained pursuant to this Agreement, the Custodial and Paying Agency Agreement, Agreement or the Servicing Agreement or any Subservicing Agreement, or any matters relating to the Servicing Agreement or any Subservicing this Agreement or the rights or obligations thereunder; hereunder (to the extent provided in ); (viii) provide that all Loan Proceeds are to be deposited into the Collection Account on a daily basis (without reduction or setoff) within two Business Days of receipt and that under no circumstances are funds, other than Loan Proceeds and interest and earnings thereon to be deposited into the Collection Account, and the proceeds of Excess Working Capital Advances under no circumstances are any funds, other then LIP Funds and Discretionary Funding Advancesinterest and earnings thereon, to be commingled in deposited into the Collection LIP Account; ; (ix) provide that the Servicer or Subservicer consents to the immediate termination of the Servicer upon the occurrence of any Event of Default as described in Section 10.01(b); (x) provide that the Servicer shall not sell, transfer or assign its rights under the Servicing Agreement or Subservicing Agreement, as applicable, other than Servicer’s its rights to delegate to Subservicers certain responsibilities thereunder as and to the extent permitted by this Agreement, and that any prohibited sale, transfer or assignment shall be void ab initio; (x) provide that (A) the Servicer or Subservicer consents to the immediate termination of the Servicer or Subservicer, as applicable, upon the occurrence of a termination event under the Servicing or Subservicing Agreement, as applicable, and upon the occurrence of any Insolvency Event with respect to the Servicer or Subservicer or any of their respective Related Parties, as applicable, and (B) the occurrence of any Restricted Servicer Change of Control with respect to the Servicer or of any Insolvency Event with respect to the Servicer or Subservicer or any Related Party thereof constitutes a default under the Servicing or Subservicing Agreement, as applicable; provided, that, in the case of the Servicing Agreement, the occurrence of an Insolvency Event with respect to a Subservicer or Related Party thereof (which is not an Related Party of the Servicer) may, at the election of the Manager, be subject to a cure period of not more than thirty (30) days for replacement of the affected Subservicer (in a manner that will permit the Manager to comply with its obligations hereunder); (xi) provide that there shall be no right of setoff on the part of the Servicer or Subservicer against the Loan Proceeds (or the Company); (xii) provide for such other matters as are necessary or appropriate to ensure that the Servicer or Subservicer is obligated to comply with the Servicing Obligations of the Manager Company hereunder; ; (xiiixii) provide a full release and discharge of the Initial Member, the Company, the Existing Servicers, the FDIC, in relation to any particular Loan, the relevant Failed Bank Participant and any predecessor-in-interest thereof, any Ownership Entities existing as of the applicable Servicing Transfer Datepredecessor Servicer, and all of their respective officers, directors, employees, agents, attorneys, contractors and representatives, and all of their respective successors, assigns (other than the Company) and Affiliates (but excluding, in all cases, the Manager (in its individual capacity)) (any such Person, a “Prior Servicer” and collectively, the “Prior Servicers”)Affiliates, from any and all claims (including any counterclaim or defensive claim), demands, causes of action, judgments or legal proceedings and remedies of whatever kind or nature that the Servicer had, has or might have in the future, whether known or unknown, which are related in any manner whatsoever to the servicing of the Loans by the Prior Servicers Participant or such other predecessor servicer prior to the applicable Servicing Transfer Date (other than due to gross negligence, violation of law negligence or willful misconduct of such Prior ServicerParticipant or other predecessor servicer); ; and (xiv) provide that, to the extent required under Section 12.3(g) hereof, all Loans registered on the MERS® System shall remain registered unless default, foreclosure or similar legal or MERS requirements dictate otherwise; (xv) provide that the Servicer or Subservicer shall immediately notify the Manager and the Initial Member upon becoming aware of any Subservicer or any Affiliate of the Servicer or of any Subservicer at any time, (A) being or becoming a partner or joint venturer with any Borrower or Obligor, (B) being or becoming an agent of any Borrower or Obligor, or allowing any Borrower or Obligor to be an agent of such Servicer or any Subservicer or of any Affiliate of the Servicer or any Subservicer, or (C) having any interest whatsoever in any Borrower or Obligor; (xvi) provide that the Servicer shall immediately notify the Manager and the Initial Member of the occurrence of any Change of Control with respect to the Servicer; and (xviixiii) not conflict with the Servicing Standard or any other terms or and provisions of this Agreement, the Custodial and Paying Agency Agreement or any of the other Ancillary Documents insofar as such other the terms or and provisions hereof or thereof are required apply to be imposed by the Manager (in its individual capacity) on the Servicer (or Subservicers) in the Servicing Agreement (or Subservicing Agreements)Obligations. Nothing contained in any Servicing Agreement or any Subservicing Agreement shall alter any obligation of the Manager Company under this Participation Agreement (without reference to the Servicing Agreement) and, in the event of any inconsistency between the Servicing Agreement (or any Subservicing Agreement) and the terms of this Agreement (without reference to the Servicing Agreement), among the Parties to this Agreement the terms of this Agreement (without reference to the Servicing Agreement) shall control.

Servicing and Subservicing Agreement Requirements. Except as is otherwise agreed in writing by Initial MemberParticipant, each Servicing Agreement (and any Subservicing Agreement with any Subservicer) shall, among other things, , (i) provide for the servicing of the Loans and management of the Underlying Collateral by the Servicer (or Subservicer) in accordance with the Servicing Standard and the other terms of this Agreement; ; (ii) be terminable upon no more than thirty (30) 30 days prior notice if an in the Event of Default or any default under the Servicing Agreement (or Subservicing Agreement) has occurred; ; (iii) provide that Participant as well as the Manager (in its individual capacity) and the Initial Member Company (and, in the case of any Subservicing Agreement, the Servicer) shall be entitled to exercise termination rights under upon the relevant Servicing Agreement or Subservicing Agreement (it being understood that occurrence of any Event of Default, as and to the Initial Member shall only exercise such termination rights as contemplated or permitted extent provided in this AgreementSection 10.02(a); ; (iv) provide that the Servicer (or any Subservicer) and the Manager (in its individual capacity) Company acknowledge that the Servicing Agreement (or Subservicing Agreement) constitutes a personal services agreement between the Manager (in its individual capacity) Company and the Servicer (or between the Servicer and the Subservicer, as applicable); ; (v) provide that (A) each of the Company, the Purchase Money Notes Guarantor, and the FDIC are third party beneficiaries thereunder to the extent of any rights expressly granted to such Person under the Servicing Agreement or Subservicing Agreement and is entitled to enforce the Servicing Agreement or Subservicing Agreement, as applicable, with respect to such rights, (B) the Initial Member and, in the case of any Subservicing Agreement, the Manager (in its individual capacity) Participant is a third party beneficiary thereunder; thereunder and further provide that in no event shall any amendment or waiver entitled to any such Servicing Agreement or Subservicing Agreement limit or affect any rights enforce the same upon the occurrence of any such third party beneficiary thereunder without the express written consent Event of such third party beneficiary; Default; (vi) provide that (A) upon the removal of the Private Owner as the Manager or the occurrence of an any Event of Default, the Initial Member (and any successor Manager) provide that Participant may exercise all of the rights of the Manager Company (or, in the case of a Subservicing Agreement, the Servicer) thereunder and cause the termination or assignment of the same to any other Person, without penalty or payment of any fee, and (B) upon the occurrence of any default under the Servicing Agreement, the Initial Member (and any successor Manager) may exercise all of the rights of (1) the Manager under such Servicing Agreement and cause the termination or assignment of the same to any other Person, without penalty or payment of any fee, and (2) the Servicer under the Subservicing Agreement and cause the termination or assignment of the Subservicing Agreement to any other Person, without penalty or payment of any fee (it being understood that the Initial Member shall only exercise the foregoing rights as contemplated or permitted in this Agreement); ; (vii) provide that the Initial Member, the Manager, the Purchase Money Notes Guarantor and the Company Participant (and each of their respective its representatives’) shall each have access to and the right to review, copy and audit the books and records of each Servicer and any Subservicers and that all Servicers and all Subservicers shall make available their respective officers, directors, employees, accountants and attorneys to answer Initial Member’s, the Manager’s , the Purchase Money Notes Guarantor’s and the CompanyParticipant’s (and each of their respective its representatives’) questions or to discuss any matter relating to the Servicer’s or Subservicer’s affairs, finances and accounts, as they relate to the Loans, the Underlying Collateral, the Collection Account or any other accounts established or maintained pursuant to this Agreement, the Custodial and Paying Agency Agreement, Agreement or the Servicing Agreement or any Subservicing Agreement, or any matters relating to the Servicing Agreement or any Subservicing this Agreement or the rights or obligations thereunder; hereunder (to the extent provided in Section 5.05); (viii) provide that all Loan Proceeds are to be deposited into the Collection Account on a daily basis (without reduction or setoff) within two Business Days of receipt and that under no circumstances are funds, other than Loan Proceeds and interest and earnings thereon to be deposited into the Collection Account, and the proceeds of Excess Working Capital Advances under no circumstances are any funds, other then LIP Funds and Discretionary Funding Advancesinterest and earnings thereon, to be commingled in deposited into the Collection LIP Account; ; (ix) provide that the Servicer or Subservicer consents to the immediate termination of the Servicer upon the occurrence of any Event of Default as described in Section 10.01(b); (x) provide that the Servicer shall not sell, transfer or assign its rights under the Servicing Agreement or Subservicing Agreement, as applicable, other than Servicer’s its rights to delegate to Subservicers certain responsibilities thereunder as and to the extent permitted by this Agreement, and that any prohibited sale, transfer or assignment shall be void ab initio; (x) provide that (A) the Servicer or Subservicer consents to the immediate termination of the Servicer or Subservicer, as applicable, upon the occurrence of a termination event under the Servicing or Subservicing Agreement, as applicable, and upon the occurrence of any Insolvency Event with respect to the Servicer or Subservicer or any of their respective Related Parties, as applicable, and (B) the occurrence of any Restricted Servicer Change of Control with respect to the Servicer or of any Insolvency Event with respect to the Servicer or Subservicer or any Related Party thereof constitutes a default under the Servicing or Subservicing Agreement, as applicable; provided, that, in the case of the Servicing Agreement, the occurrence of an Insolvency Event with respect to a Subservicer or Related Party thereof (which is not an Related Party of the Servicer) may, at the election of the Manager, be subject to a cure period of not more than thirty (30) days for replacement of the affected Subservicer (in a manner that will permit the Manager to comply with its obligations hereunder); (xi) provide that there shall be no right of setoff on the part of the Servicer or Subservicer against the Loan Proceeds (or the Company); (xii) provide for such other matters as are necessary or appropriate to ensure that the Servicer or Subservicer is obligated to comply with the Servicing Obligations of the Manager Company hereunder; ; (xiiixii) provide a full release and discharge of the Initial Member, the Company, the Existing Servicers, the FDIC, in relation to any particular Loan, the relevant Failed Bank Participant and any predecessor-in-interest thereof, any Ownership Entities existing as of the applicable Servicing Transfer Datepredecessor Servicer, and all of their respective officers, directors, employees, agents, attorneys, contractors and representatives, and all of their respective successors, assigns (other than the Company) and Affiliates (but excluding, in all cases, the Manager (in its individual capacity)) (any such Person, a “Prior Servicer” and collectively, the “Prior Servicers”)Affiliates, from any and all claims (including any counterclaim or defensive claim), demands, causes of action, judgments or legal proceedings and remedies of whatever kind or nature that the Servicer had, has or might have in the future, whether known or unknown, which are related in any manner whatsoever to the servicing of the Loans by the Prior Servicers Participant or such other predecessor servicer prior to the applicable Servicing Transfer Date (other than due to gross negligence, violation of law negligence or willful misconduct of such Prior ServicerParticipant or other predecessor servicer); ; and (xiv) provide that, to the extent required under Section 12.3(g) hereof, all Loans registered on the MERS® System shall remain registered unless default, foreclosure or similar legal or MERS requirements dictate otherwise; (xv) provide that the Servicer or Subservicer shall immediately notify the Manager and the Initial Member upon becoming aware of any Subservicer or any Affiliate of the Servicer or of any Subservicer at any time, (A) being or becoming a partner or joint venturer with any Borrower or Obligor, (B) being or becoming an agent of any Borrower or Obligor, or allowing any Borrower or Obligor to be an agent of such Servicer or any Subservicer or of any Affiliate of the Servicer or any Subservicer, or (C) having any interest whatsoever in any Borrower or Obligor; (xvi) provide that the Servicer shall immediately notify the Manager and the Initial Member of the occurrence of any Change of Control with respect to the Servicer; and (xviixiii) not conflict with the Servicing Standard or any other terms or and provisions of this Agreement, the Custodial and Paying Agency Agreement or any of the other Ancillary Documents insofar as such other the terms or and provisions hereof or thereof are required apply to be imposed by the Manager (in its individual capacity) on the Servicer (or Subservicers) in the Servicing Agreement (or Subservicing Agreements)Obligations. Nothing contained in any Servicing Agreement or any Subservicing Agreement shall alter any obligation of the Manager Company under this Participation Agreement (without reference to the Servicing Agreement) and, in the event of any inconsistency between the Servicing Agreement (or any Subservicing Agreement) and the terms of this Agreement (without reference to the Servicing Agreement), among the Parties to this Agreement the terms of this Agreement (without reference to the Servicing Agreement) shall control.