Common use of Servicing of Mortgage Loans Clause in Contracts

Servicing of Mortgage Loans. Seller and Guarantor shall cause Servicer to service, or cause to be serviced, all Mortgage Loans that are part of the Purchased Loans in accordance with Accepted Servicing Practices, pending any delivery of such servicing to Buyer pursuant to Section 14(r), employing at least the same procedures and exercising the same care that Servicer customarily employs in servicing Mortgage Loans for its own account. Seller shall notify servicers of Buyer’s interest hereunder and Seller shall notify Buyer of the name and address of all servicers of Mortgage Loans. Prior to any Person other than New Century Mortgage Corporation becoming a servicer or subservicer of the Purchased Loans, Buyer shall have the right to approve each such servicer or subservicer and the form of all Servicing Agreements or servicing side letter agreements with respect to such servicer or subservicer. Seller shall cause the Servicer to hold or cause to be held all escrow funds collected with respect to such Mortgage Loans in trust accounts and shall apply the same for the purposes for which such funds were collected. Upon Buyer’s request, Seller shall provide reasonably promptly to Buyer a letter addressed to and agreed to by each servicer of Mortgage Loans, in form and substance reasonably satisfactory to Buyer, advising such servicer of such matters as Buyer may reasonably request. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller by contract for managing or servicing any such Mortgage Loan has failed to perform fully Seller’s obligations under the Program Documents or any of the obligations of such entities with respect to the Purchased Loans, Seller shall promptly notify Buyer.

Servicing of Mortgage Loans. (a) The Mortgage Loans sold hereunder are sold on a servicing–released basis. Unless otherwise agreed to between the applicable Buyer and Seller, such Seller and Guarantor shall agrees to cause Servicer to service, or cause to be serviced, all service such Mortgage Loans that are part of for the Purchased Loans term set forth in the succeeding sentence as a contract servicer for the Buyers in accordance with Accepted Servicing Practices; provided, pending however, that if an Event of Default shall have occurred and be continuing, Servicer may, at the discretion of the Buyers, immediately be terminated as contract servicer, subject to the notice provisions contained herein. Each Seller shall cause the Servicer to service the Mortgage Loans under this Agreement for an initial term, commencing on the date hereof and ending on October 2, 2005, which term shall be extendible by the Buyers for successive monthly periods by notice delivered to Sellers. Each such notice (including each notice pursuant to standing instructions, if any, which shall be deemed delivered at the end of successive monthly terms for so long as such instructions are in effect) (a “Servicer Extension Notice”) shall be delivered in writing by the Buyers to Sellers. Each Seller hereby agrees that, as of the date hereof and upon its receipt of any delivery such Servicer Extension Notice, it shall cause the Servicer to become bound, for the initial term and for the duration of the term covered by such notice, to continue as the Servicer subject to and in accordance with the other provisions of this Agreement. The Servicer shall deposit all collections (other than late charges and ancillary fees) within two Business Days of receipt in a collection account (the “Collection Account”) which the Sellers shall have established prior to the Effective Date at Union Bank of California, N.A. (the “Collection Account Bank”). On or prior to the Effective Date the Sellers shall have notified and the Servicer and the Collection Account Bank of the interest of the Buyers in the proceeds of the Mortgage Loans deposited in the Collection Account. (b) As part of its servicing duties, Servicer shall enforce “due-on-sale” provisions to Buyer the extent permitted by law, shall administer all escrow/impound deposits and shall make all servicing advances (not including advances of delinquent principal and interest or advances of the Servicer reasonably deemed not recoverable) on the Mortgage Loans. The Mortgage Loans shall be serviced for a servicing fee not greater than 0.25% per annum payable monthly on the then-outstanding principal balance of each Mortgage Loan (the “Servicing Fee”), which Servicing Fee and additional servicing compensation shall be paid in accordance with the provisions of the Servicing Agreement from amounts released from the related Collection Account for such purpose pursuant to Section 14(r)12. Notwithstanding the forgoing, employing at least in the same procedures event a Seller fails to repurchase a Mortgage Loan on the related Repurchase Date or if an Event of Default has occurred and exercising is continuing, Servicer shall no longer be contract servicer with respect to such Mortgage Loan or Mortgage Loans, unless the same care term of servicing with respect to such Mortgage Loan or Mortgage Loans is extended by the applicable Buyer in its sole discretion. In such event, such Buyer shall have the right to transfer some or all of its Purchased Assets to another servicer on a servicing released basis without payment of any release fee to Servicer; provided, however, that Servicer customarily employs shall be entitled to the payment of all amounts owed to it in respect of its Servicing Fees and servicing Mortgage Loans advances (if any) incurred through the servicing transfer date from amounts released from the related Collection Account for its own accountsuch purpose pursuant to the preceding paragraph. Servicer shall cooperate in good faith to effect such servicing transfer and shall pay all costs associated with such servicing transfer that the Servicer or successor Servicer may incur in the normal course of conducting an agreed upon transfer. (c) Each Seller agrees that each Buyer is the owner of all Servicing Rights and Records held by such Seller or Servicer, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Records”). (d) No Seller shall notify employ, or permit Servicer to employ, sub-servicers (other than Affiliates of Servicer) to service the Purchased Assets without the prior written approval of each Buyer’s interest hereunder and Seller shall notify Buyer of the name and address of all servicers of Mortgage Loans, such approval not to be unreasonably withheld. Prior to any Person (other than New Century Mortgage Corporation the Person or Persons acting as Servicer on the Effective Date) becoming a servicer or subservicer of the Purchased LoansAssets, Buyer the Buyers shall have the right to approve each such servicer or subservicer and the form of all Servicing Agreements or servicing side letter agreements with respect to such servicer or subservicer. . (e) Each Seller shall cause, or cause the Servicer to hold or cause cause, any sub-servicer hereunder to be held all escrow funds collected with respect to such receive written notice of the related Buyer’s ownership interest in the Mortgage Loans in trust accounts and shall apply the same for the purposes for which serviced by such funds were collected. Upon Buyer’s request, Seller shall provide reasonably promptly to Buyer a letter addressed to and agreed to by each servicer of Mortgage Loans, in form and substance reasonably satisfactory to Buyer, advising such servicer of such matters as Buyer may reasonably request. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller by contract for managing or servicing any such Mortgage Loan has failed to perform fully Seller’s obligations under the Program Documents or any of the obligations of such entities with respect to the Purchased Loans, Seller shall promptly notify Buyersub-servicer.

Servicing of Mortgage Loans. (a) As a condition of purchasing a Mortgage Loan, MBF requires Seller to service such Mortgage Loan as agent for MBF for the entire period between the Acquisition Date and Guarantor shall cause Servicer to servicethe Repurchase Date of the Mortgage Loan (including any period during which such Mortgage Loan backs, or cause has been transferred to be serviceda Mortgage Pool that backs, all one or more Mortgage Loans that are part Securities) on the following terms and conditions: (i) Seller shall service and administer the Mortgage Loan on behalf of the Purchased Loans MBF in accordance with Accepted Servicing Practicesprudent mortgage loan servicing standards and procedures generally accepted in the mortgage banking industry and in accordance with all applicable requirements of the Agencies, pending Requirements of Law and the requirements of any delivery applicable Takeout Commitment and the Takeout Investor, so that the eligibility of the Mortgage Loan, or Mortgage Security backed by such Mortgage Loan, for purchase under such Takeout Commitment is not voided or reduced by such servicing and administration; (ii) Subject to Buyer subsection 5.1(d), Seller shall at all times maintain and safeguard the Credit File for the Mortgage Loan (including photocopies of the documents delivered to MBF pursuant to Section 14(r3.3), employing and accurate and complete records of its servicing of the Mortgage Loan; Seller’s possession of such Credit File being for the sole purpose of servicing such Mortgage Loan and such retention and possession by Seller being in a custodial capacity only; (iii) MBF may, at least the same procedures any time during Seller’s business hours on reasonable notice, examine and exercising the same care that Servicer customarily employs in servicing Mortgage Loans for its own account. make copies of such documents and records; (iv) At MBF’s request, Seller shall notify servicers promptly deliver to MBF reports regarding the status of Buyerany Mortgage Loan being serviced by Seller, which reports shall include, but shall not be limited to, a description of any default thereunder for more than thirty (30) days or such other circumstances that could cause a material adverse effect on such Mortgage Loan, MBF’s interest hereunder and title to such Mortgage Loan or the collateral securing such Mortgage Loan; Seller may be required to deliver such reports until the repurchase of the Mortgage Loan or related Mortgage Security by Seller; and (v) Seller shall immediately notify Buyer MBF if it becomes aware of any payment default that occurs under the Mortgage Loan. (b) Seller shall not attempt to sell or transfer any rights to service a Mortgage Loan without the prior consent of MBF. (c) Seller shall release its custody of the name and address contents of all servicers any Credit File only in accordance with the written instructions of MBF, except when such release is required as incidental to Seller’s servicing of the Mortgage Loans. Prior Loan, is required to complete the Takeout Funding or comply with the Takeout Guidelines, or as required by Requirements of Law. (d) At any Person time during an Event of Default (other than New Century Mortgage Corporation becoming a servicer Events of Default specified in clause (vii), (ix), (xi), or subservicer (xii) of the Purchased Loansdefinition of Event of Default set forth in Section 1 hereof so long as such Events of Default are cured within thirty (30) days after notice thereof) , Buyer MBF shall have the right to approve appoint a successor servicer to service any Mortgage Loan (each a “Successor Servicer”) in its sole discretion. In the event of such servicer or subservicer an appointment, Seller shall perform all acts and take all action so that any part of the form of Credit File and related servicing records held by Seller, together with all Servicing Agreements or servicing side letter agreements with respect funds in the Custodial Account and other receipts relating to such servicer or subservicerMortgage Loan, are promptly delivered to Successor Servicer. Seller shall cause have no claim for lost servicing income, lost profits or other damages if MBF appoints a Successor Servicer hereunder and the Servicer to hold Servicing Fee is reduced or cause to be held all escrow funds collected with respect to such Mortgage Loans in trust accounts and shall apply the same for the purposes for which such funds were collected. Upon Buyer’s request, Seller shall provide reasonably promptly to Buyer a letter addressed to and agreed to by each servicer of Mortgage Loans, in form and substance reasonably satisfactory to Buyer, advising such servicer of such matters as Buyer may reasonably request. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller by contract for managing or servicing any such Mortgage Loan has failed to perform fully Seller’s obligations under the Program Documents or any of the obligations of such entities with respect to the Purchased Loans, Seller shall promptly notify Buyereliminated.

Servicing of Mortgage Loans. Seller As a condition to purchasing a Mortgage Loan, Purchaser may elect, in its sole discretion, to require Originator to service such Mortgage Loan as agent for Purchaser for a period not to exceed ninety (90) days. If, and Guarantor to the extent, Purchaser so elects with respect to any Purchased Loan: (a) no compensation shall be payable to Originator in connection with interim servicing responsibilities during the first ninety (90) days; and (b) Originator shall service and administer such Purchased Loan on behalf of Purchaser in accordance with prudent mortgage loan servicing standards and procedures generally accepted in the mortgage banking industry and in accordance with any Investor Purchase Agreement with the Designated Investor, all requirements of the Agencies, Requirements of Law, and the requirements of any applicable guarantor so that any third party liability in respect of any Purchased Loan is not voided or reduced; (c) Originator shall at all times maintain a servicing file consisting of all documents necessary to service such Purchased Loan and accurate and complete records of its servicing of such Purchased Loan; Originator’s possession of such servicing file being for the sole purpose of servicing such Purchased Loan and such retention and possession by Originator being in a custodial capacity only; (d) Purchaser may, at any time during Originator’s business hours on reasonable notice, examine and make copies of such records; (e) Originator shall at Purchaser’s request deliver to Purchaser (and Custodian, if applicable), monthly reports regarding the status of any such Purchased Loan, which reports shall include, but shall not be limited to, a description of any default thereunder for more than thirty (30) days, and such other circumstances that could cause Servicer a Material Adverse Effect on any such Purchased Loan, Purchaser’s title to serviceany such Purchased Loan or the collateral securing such Purchased Loan; Originator may be required to deliver such reports until the purchase of such Purchased Loan by a Takeout Investor, or cause the re-purchase of such Purchased Loan (in the case of a Defective Mortgage Loan) by Originator; and (f) Originator shall immediately notify Purchaser if it becomes aware of any payment default that occurs on the first or second date payment is due under a Mortgage Note. Originator shall not attempt to be servicedsell or transfer any rights to service a Purchased Loan without the prior consent of Purchaser or except in accordance with the exercise of a Takeout Commitment. Originator shall release its custody of the contents of any servicing file only in accordance with the written instructions of Purchaser, except when such release is required as incidental to Originator’s servicing of any Purchased Loan or is in connection with the purchase or re-purchase of any Purchased Loan pursuant to this Agreement. Purchaser reserves the right to appoint a successor servicer to service any Purchased Loan (each a “Successor Servicer”). In the event of such an appointment Originator shall perform all Mortgage Loans acts and take all action so that are any part of the Purchased Loans in accordance Document File held by Originator, together with Accepted Servicing Practices, pending any delivery of all Custodial Accounts and receipts relating to such servicing to Buyer pursuant to Section 14(r), employing at least the same procedures and exercising the same care that Servicer customarily employs in servicing Mortgage Loans for its own account. Seller shall notify servicers of Buyer’s interest hereunder and Seller shall notify Buyer of the name and address of all servicers of Mortgage Loans. Prior to any Person other than New Century Mortgage Corporation becoming a servicer or subservicer of the Purchased Loans, Buyer shall have the right are promptly delivered to approve each such servicer or subservicer and the form of all Servicing Agreements or servicing side letter agreements with respect to such servicer or subservicer. Seller shall cause the Servicer to hold or cause to be held all escrow funds collected with respect to such Mortgage Loans in trust accounts and shall apply the same for the purposes for which such funds were collected. Upon Buyer’s request, Seller shall provide reasonably promptly to Buyer a letter addressed to and agreed to by each servicer of Mortgage Loans, in form and substance reasonably satisfactory to Buyer, advising such servicer of such matters as Buyer may reasonably request. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller by contract for managing or servicing any such Mortgage Loan has failed to perform fully Seller’s obligations under the Program Documents or any of the obligations of such entities with respect to the Purchased Loans, Seller shall promptly notify BuyerSuccessor Servicer.

Servicing of Mortgage Loans. (a) As a condition of purchasing a Mortgage Loan, MBF requires Seller to service such Mortgage Loan as agent for MBF for the entire period between the Acquisition Date and Guarantor shall cause Servicer to service, the Repurchase Date or cause to be serviced, all Mortgage Loans that are part the Takeout Funding Date of the Purchased Loans Mortgage Loan on the following terms and conditions: (i) Seller shall service and administer the Mortgage Loan on behalf of MBF in accordance with Accepted Servicing Practicesprudent mortgage loan servicing standards and procedures generally accepted in the mortgage banking industry and in accordance with all applicable requirements of the Agencies, pending Requirements of Law and the requirements of any delivery applicable Takeout Commitment and the Takeout Investor, so that the eligibility of the Mortgage Loan for purchase under such Takeout Commitment is not voided or reduced by such servicing and administration; (ii) Subject to Buyer subsection 5.1(d), Seller shall at all times maintain and safeguard the Credit File for the Mortgage Loan (including photocopies of the documents delivered to MBF pursuant to Section 14(r3.3), employing at least the same procedures and exercising the same care that Servicer customarily employs in accurate and complete records of its servicing Mortgage Loans for its own account. Seller shall notify servicers of Buyer’s interest hereunder and Seller shall notify Buyer of the name and address Mortgage Loan; Seller’s possession of all servicers such Credit File being for the sole purpose of Mortgage Loans. Prior to any Person other than New Century Mortgage Corporation becoming a servicer or subservicer of the Purchased Loans, Buyer shall have the right to approve each such servicer or subservicer and the form of all Servicing Agreements or servicing side letter agreements with respect to such servicer or subservicer. Seller shall cause the Servicer to hold or cause to be held all escrow funds collected with respect to such Mortgage Loans Loan and such retention and possession by Seller being in trust accounts a custodial capacity only; (iii) MBF may, at any time during Seller’s business hours on reasonable notice, examine and shall apply the same for the purposes for which make copies of such funds were collected. Upon Buyerdocuments and records; (iv) At MBF’s request, Seller shall provide reasonably promptly deliver to Buyer MBF reports regarding the status of any Mortgage Loan being serviced by Seller, which reports shall include, but shall not be limited to, a letter addressed description of any default thereunder for more than thirty (30) days or such other circumstances that could cause a material adverse effect on such Mortgage Loan, MBF’s title to and agreed to by each servicer of Mortgage Loans, in form and substance reasonably satisfactory to Buyer, advising such servicer of such matters as Buyer may reasonably request. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller by contract for managing or servicing any such Mortgage Loan or the collateral securing such Mortgage Loan; Seller may be required to deliver such reports until the repurchase or the Takeout Funding Date of the Mortgage Loan by Seller; and (v) Seller shall immediately notify MBF if it becomes aware of any payment default that occurs under the Mortgage Loan. (b) Seller shall not attempt to sell or transfer any rights to service a Mortgage Loan without the prior consent of MBF. (c) Seller shall release its custody of the contents of any Credit File only in accordance with the written instructions of MBF, except when such release is required as incidental to Seller’s servicing of the Mortgage Loan, is required to complete the Takeout Funding or comply with the Takeout Guidelines, or as required by Requirements of Law. (d) MBF reserves the right to appoint a successor servicer to service any Mortgage Loan (each a “Successor Servicer”) upon the occurrence of an Event of Default or if MBF reasonably believes Seller has failed to perform fully Seller’s obligations under service the Program Documents or any Mortgage Loans consistent with the usual and customary practices of experienced mortgage loan servicers. In the obligations event of such entities with respect to the Purchased Loansan appointment, Seller shall perform all acts and take all action so that any part of the Credit File and related servicing records held by Seller, together with all funds in the Custodial Account and other receipts relating to such Mortgage Loan, are promptly notify Buyerdelivered to Successor Servicer. Seller shall have no claim for lost servicing income, lost profits or other damages if MBF appoints a Successor Servicer hereunder and the Servicing Fee is reduced or eliminated.

Servicing of Mortgage Loans. Seller (a) During the period the Mortgage Loans are pledged as Collateral to secure an Advance hereunder, Borrower agrees that (i) Lender is the pledgee of the related Servicing Rights and Guarantor all Servicing Files and Servicing Records with respect to the Mortgage Loans (to the extent set forth in Section 11.01), and (ii) that the Servicer shall cause service such Mortgage Loans for exclusive benefit of Lender as pledgee. (b) Borrower, on Lender’s behalf, shall contract with Servicer to service, or cause to be serviced, all service the Mortgage Loans consistent with the degree of skill and care that are part of the Purchased Borrower customarily requires with respect to similar Mortgage Loans owned or managed by it and in accordance with Accepted Servicing PracticesPractices and the Servicing Standard. Servicer shall also (i) comply with all applicable Federal, pending State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the rights of Lender in any delivery of such servicing to Buyer pursuant to Section 14(r), employing at least the same procedures and exercising the same care that Servicer customarily employs in servicing Mortgage Loans for its own accountor any payment thereunder. Seller shall notify servicers Lender may terminate the servicing of Buyer’s interest hereunder and Seller shall notify Buyer of any Mortgage Loan with the name and address of all servicers of Mortgage Loans. Prior to any Person other than New Century Mortgage Corporation becoming a servicer or subservicer of the Purchased Loans, Buyer shall have the right to approve each such servicer or subservicer and the form of all Servicing Agreements or servicing side letter agreements Servicer in accordance with respect to such servicer or subservicer. Seller Section 17.01(f) hereof. (c) Borrower shall cause the Servicer to hold or cause to be held all escrow funds collected by the Servicer with respect to such any Mortgage Loans in trust accounts and shall apply the same for the purposes for which such funds were collected. Upon Buyer’s request. (d) Borrower shall cause Servicer to remit or deposit all Income received by the Servicer on the Mortgage Loans in strict accordance with Section 5.01 hereof. (e) As a condition precedent to Lender making any Advances hereunder and following the termination of Servicer pursuant to the terms hereof and upon the appointment of any successor Servicer, Seller Borrower shall provide reasonably promptly to Buyer Lender a letter Servicer Instruction Notice addressed to and agreed executed by Servicer, advising Servicer of such matters as Lender may reasonably request, including, without limitation, (i) recognition by Servicer of Lender’s security interest in such Pledged Mortgage Loan as provided hereunder, (ii) recognition by Servicer that it owes its duties to Lender as pledgee of such Pledged Mortgage Loan (subject to each Borrower’s right to direct and control servicing of such Mortgage Loans prior to an Event of Default or Servicer termination pursuant to Section 17.01(f) below), (iii) agreement by each Servicer to comply with the Servicing Standards, and (iv) acknowledgment by Servicer that upon receipt of notice of an Event of Default from Lender, it will follow the instructions of Lender with respect to the Pledged Mortgage Loans and any related Income with respect thereto. (f) Upon the occurrence of an Event of Default hereunder or Servicer Termination Event, Lender shall have the right to immediately terminate Servicer’s right to service the Mortgage Loans without payment of any penalty or termination fee. Borrower and Servicer shall cooperate in transferring the servicing of the Mortgage Loans to Lender or its designee, or in the case of a Servicer Termination Event for which Lender did not declare an Event of Default, a successor servicer of selected by Borrower with respect to the Mortgage Loans, in form each case as approved by Lender, all at no cost or expense to Lender, it being agreed that Borrower will pay any fees and substance reasonably satisfactory expenses required to Buyerterminate the Servicing Agreement and transfer servicing to Lender, advising its designee or a successor Servicer, as the case may be. Borrower shall cause any such servicer successor Servicer to execute a Servicer Instruction Notice and such successor Servicer shall be bound by the terms of such matters as Buyer may reasonably request. notice and the terms of this Agreement. (g) If Seller Borrower should discover that, for any reason whatsoever, Seller Borrower, or Servicer or any entity responsible to Seller by contract for managing or servicing any such Mortgage Loan Loans has failed to perform fully Sellerthe Borrower’s obligations under the Program Loan Documents or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller Borrower shall promptly notify BuyerLender. (h) [Reserved]; (i) Lender shall have the right to appoint a third party to perform due diligence with respect to Servicer at any time. Upon the occurrence of a Servicer Change of Control that is approved by Lender, Borrower shall cooperate and cause Servicer to cooperate with Lender and/or its designees to provide access to the Servicer’s servicing facilities, as applicable, including without limitation its books and records with respect to the Servicer’s servicing portfolio and the related Mortgage Loans and any other information Lender may reasonably request regarding Servicer or its servicing activities. In addition to the foregoing, Borrower shall permit Lender to inspect upon reasonable prior written notice at a mutually convenient time, such Servicer’s servicing facilities, as the case may be, for the purpose of satisfying Lender that the Servicer, has the ability to service the Mortgage Loans as provided in this Agreement. In addition, at any time that Servicer is not otherwise an Affiliate of Borrower, Limited Guarantor or any Affiliate thereof, Borrower shall use its best efforts to enable Lender to inspect the servicing facilities of Servicer and to cause Servicer to cooperate with Lender and/or its designees in connection with any due diligence performed by Lender and/or such designees in accordance with this Section 17.01(e). Borrower and Lender further agree that all reasonable out-of-pocket costs and expenses incurred by Lender in connection with any due diligence or inspection performed pursuant to this Section 17.01(e) shall be paid by Borrower.

Servicing of Mortgage Loans. 3.1.1 As a condition to purchasing a Mortgage Loan, Purchaser may elect, in its sole discretion, to require Seller to service such Mortgage Loan as agent for Purchaser for a period not to exceed ninety (90) days. If, and, to the extent, Purchaser so elects with respect to any Purchased Loan: (a) no compensation shall be payable to Seller in connection with interim servicing responsibilities during the first ninety (90) days; and (b) Seller shall service and Guarantor administer such Purchased Loan on behalf of Purchaser in accordance with prudent mortgage loan servicing standards and procedures generally accepted in the mortgage banking industry and in accordance with any Investor Purchase Agreement with the Designated Investor, all requirements of the Agencies, Requirements of Law, and the requirements of any applicable guarantor so that any third party liability in respect of any Purchased Loan is not voided or reduced; (c) Seller shall at all times maintain a servicing file consisting of all documents necessary to service such Purchased Loan and accurate and complete records of its servicing of such Purchased Loan; Seller's possession of such servicing file being for the sole purpose of servicing such Purchased Loan and such retention and possession by Seller being in a custodial capacity only; (d) Purchaser may, at any time during Seller's business hours on reasonable notice, examine and make copies of such records or request that Seller make copies of such records and deliver them to Purchaser for Purchaser's quality control review purposes. (e) Seller shall at Purchaser's request deliver to Purchaser (and Custodian, if applicable), monthly reports regarding the status of any such Purchased Loan, which reports shall include, but shall not be limited to, a description of any default thereunder for more than thirty (30) days, and such other circumstances that could cause Servicer a Material Adverse Effect on any such Purchased Loan, Purchaser's title to serviceany such Purchased Loan or the collateral securing such Purchased Loan; Seller may be required to deliver such reports until the purchase of such Purchased Loan by a Takeout Investor, or cause the re-purchase of such Purchased Loan (in the case of a Defective Mortgage Loan) by Seller; and (f) Seller shall immediately notify Purchaser if it becomes aware of any payment default that occurs on the first or second date payment is due under a Mortgage Note. 3.1.2 Seller shall not attempt to be servicedsell or transfer any rights to service a Purchased Loan without the prior consent of Purchaser or except in accordance with the exercise of a Takeout Commitment. 3.1.3 Seller shall release its custody of the contents of any servicing file and Mortgage File only in accordance with the written instructions of Purchaser, except when such release is required as incidental to Seller's servicing of any Purchased Loan or is in connection with the purchase or re-purchase of any Purchased Loan pursuant to this Agreement. 3.1.4 Purchaser reserves the right to appoint a successor servicer to service any Purchased Loan (each a "Successor Servicer"). In the event of such an appointment Seller shall perform all Mortgage Loans acts and take all action so that are any part of the Purchased Loans in accordance Document File held by Seller, together with Accepted Servicing Practices, pending any delivery of all Custodial Accounts and receipts relating to such servicing to Buyer pursuant to Section 14(r), employing at least the same procedures and exercising the same care that Servicer customarily employs in servicing Mortgage Loans for its own account. Seller shall notify servicers of Buyer’s interest hereunder and Seller shall notify Buyer of the name and address of all servicers of Mortgage Loans. Prior to any Person other than New Century Mortgage Corporation becoming a servicer or subservicer of the Purchased Loans, Buyer shall have the right are promptly delivered to approve each such servicer or subservicer and the form of all Servicing Agreements or servicing side letter agreements with respect to such servicer or subservicer. Seller shall cause the Servicer to hold or cause to be held all escrow funds collected with respect to such Mortgage Loans in trust accounts and shall apply the same for the purposes for which such funds were collected. Upon Buyer’s request, Seller shall provide reasonably promptly to Buyer a letter addressed to and agreed to by each servicer of Mortgage Loans, in form and substance reasonably satisfactory to Buyer, advising such servicer of such matters as Buyer may reasonably request. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller by contract for managing or servicing any such Mortgage Loan has failed to perform fully Seller’s obligations under the Program Documents or any of the obligations of such entities with respect to the Purchased Loans, Seller shall promptly notify BuyerSuccessor Servicer.

Servicing of Mortgage Loans. The Seller and the Guarantor shall cause the Servicer to service, or cause to be serviced, all Mortgage Loans that are part of the Purchased Loans Assets in accordance with Accepted Servicing Practices, pending any delivery of such servicing to the Buyer pursuant to Section 14(r), employing at least the same procedures and exercising the same care that the Servicer customarily employs in servicing Mortgage Loans for its own account. The Seller shall notify the servicers of the Buyer’s interest hereunder and the Seller shall notify the Buyer of the name and address of all the servicers of Mortgage Loans. Prior to any Person other than New Century Mortgage Corporation becoming a servicer or subservicer of the Purchased LoansAssets, the Buyer shall have the right to approve each such servicer or subservicer and the form of all Servicing Agreements or servicing side letter agreements with respect to such servicer or subservicer. The Seller shall cause the Servicer to hold or cause to be held all escrow funds collected with respect to such Mortgage Loans in trust accounts and shall apply the same for the purposes for which such funds were collectedcollected and shall remit all amounts with respect to principal and interest into the Collection Account on the remittance date specified in the Servicing Agreement. Upon the Buyer’s request, the Seller shall provide reasonably promptly to the Buyer a letter addressed to and agreed to by each servicer of Mortgage Loans, in form and substance reasonably satisfactory to the Buyer, advising such servicer of such matters as the Buyer may reasonably request. If the Seller should discover that, for any reason whatsoever, the Seller or any entity responsible to the Seller by contract for managing or servicing any such Mortgage Loan has failed to perform fully the Seller’s obligations under the Program Documents or any of the obligations of such entities with respect to the Purchased LoansAssets, the Seller shall promptly notify the Buyer.

Servicing of Mortgage Loans. 3.1.1 As a condition to purchasing a Mortgage Loan, Purchaser may elect, in its sole discretion, to require Seller to service such Mortgage Loan as agent for Purchaser for a period not to exceed ninety (90) days. If, and Guarantor to the extent, Purchaser so elects with respect to any Purchased Loan: (a) no compensation shall be payable to Seller in connection with interim servicing responsibilities during the first ninety (90) days; and (b) Seller shall service and administer such Purchased Loan on behalf of Purchaser in accordance with prudent mortgage loan servicing standards and procedures generally accepted in the mortgage banking industry and in accordance with any Investor Purchase Agreement with the Designated Investor, all requirements of the Agencies, Requirements of Law, and the requirements of any applicable guarantor so that any third party liability in respect of any Purchased Loan is not voided or reduced; (c) Seller shall at all times maintain a servicing file consisting of all documents necessary to service such Purchased Loan and accurate and complete records of its servicing of such Purchased Loan; Seller’s possession of such servicing file being for the sole purpose of servicing such Purchased Loan and such retention and possession by Seller being in a custodial capacity only; (d) Purchaser may, at any time during Seller’s business hours on reasonable notice, examine and make copies of such records or request that Seller make copies of such records and deliver them to Purchaser for Purchaser’s quality control review purposes. (e) Seller shall at Purchaser’s request deliver to Purchaser (and Custodian, if applicable), monthly reports regarding the status of any such Purchased Loan, which reports shall include, but shall not be limited to, a description of any default thereunder for more than thirty (30) days, and such other circumstances that could cause Servicer a Material Adverse Effect on any such Purchased Loan, Purchaser’s title to serviceany such Purchased Loan or the collateral securing such Purchased Loan; Seller may be required to deliver such reports until the purchase of such Purchased Loan by a Takeout Investor, or cause the re-purchase of such Purchased Loan (in the case of a Defective Mortgage Loan) by Seller; and (f) Seller shall immediately notify Purchaser if it becomes aware of any payment default that occurs on the first or second date payment is due under a Mortgage Note. 3.1.2 Seller shall not attempt to be servicedsell or transfer any rights to service a Purchased Loan without the prior consent of Purchaser or except in accordance with the exercise of a Takeout Commitment. 3.1.3 Seller shall release its custody of the contents of any servicing file and Mortgage File only in accordance with the written instructions of Purchaser, except when such release is required as incidental to Seller’s servicing of any Purchased Loan or is in connection with the purchase or re-purchase of any Purchased Loan pursuant to this Agreement. 3.1.4 Purchaser reserves the right to appoint a successor servicer to service any Purchased Loan (each a “Successor Servicer”). In the event of such an appointment Seller shall perform all Mortgage Loans acts and take all action so that are any part of the Purchased Loans in accordance Document File held by Seller, together with Accepted Servicing Practices, pending any delivery of all Custodial Accounts and receipts relating to such servicing to Buyer pursuant to Section 14(r), employing at least the same procedures and exercising the same care that Servicer customarily employs in servicing Mortgage Loans for its own account. Seller shall notify servicers of Buyer’s interest hereunder and Seller shall notify Buyer of the name and address of all servicers of Mortgage Loans. Prior to any Person other than New Century Mortgage Corporation becoming a servicer or subservicer of the Purchased Loans, Buyer shall have the right are promptly delivered to approve each such servicer or subservicer and the form of all Servicing Agreements or servicing side letter agreements with respect to such servicer or subservicer. Seller shall cause the Servicer to hold or cause to be held all escrow funds collected with respect to such Mortgage Loans in trust accounts and shall apply the same for the purposes for which such funds were collected. Upon Buyer’s request, Seller shall provide reasonably promptly to Buyer a letter addressed to and agreed to by each servicer of Mortgage Loans, in form and substance reasonably satisfactory to Buyer, advising such servicer of such matters as Buyer may reasonably request. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller by contract for managing or servicing any such Mortgage Loan has failed to perform fully Seller’s obligations under the Program Documents or any of the obligations of such entities with respect to the Purchased Loans, Seller shall promptly notify BuyerSuccessor Servicer.

Servicing of Mortgage Loans. (a) As a condition of purchasing a Mortgage Loan, MBF requires Seller to service such Mortgage Loan as agent for MBF for the entire Post-Origination Period on the following terms and Guarantor conditions: (i) Seller shall cause Servicer to service, or cause to be serviced, all service and administer the Mortgage Loans that are part Loan on behalf of the Purchased Loans MBF in accordance with Accepted Servicing Practicesprudent mortgage loan servicing standards and procedures generally accepted in the mortgage banking industry and in accordance with all applicable requirements of the Agencies, pending Requirements of Law and the requirements of any delivery applicable Takeout Commitment and the Takeout Investor, so that the eligibility of the Mortgage Loan for purchase under such Takeout Commitment is not voided or reduced by such servicing and administration; (ii) Subject to Buyer subsection 5.1(d), Seller shall at all times maintain and safeguard the Credit File for the Mortgage Loan (including copies of the documents delivered to MBF pursuant to Section 14(r3.3), employing at least the same procedures and exercising the same care that Servicer customarily employs in accurate and complete records of its servicing Mortgage Loans for its own account. Seller shall notify servicers of Buyer’s interest hereunder and Seller shall notify Buyer of the name and address Mortgage Loan; Seller’s possession of all servicers such Credit File being for the sole purpose of Mortgage Loans. Prior to any Person other than New Century Mortgage Corporation becoming a servicer or subservicer of the Purchased Loans, Buyer shall have the right to approve each such servicer or subservicer and the form of all Servicing Agreements or servicing side letter agreements with respect to such servicer or subservicer. Seller shall cause the Servicer to hold or cause to be held all escrow funds collected with respect to such Mortgage Loans Loan and such retention and possession by Seller being in trust accounts a custodial capacity only; (iii) MBF may, at any time during Seller’s business hours on reasonable notice, examine and shall apply the same for the purposes for which make copies of such funds were collected. Upon Buyerdocuments and records; (iv) At MBF’s request, Seller shall provide reasonably promptly deliver to Buyer MBF reports regarding the status of any Mortgage Loan being serviced by Seller, which reports shall include, but shall not be limited to, a letter addressed description of any default thereunder for more than thirty (30) days or such other circumstances that could cause a material adverse effect on such Mortgage Loan, MBF’s title to and agreed to by each servicer of Mortgage Loans, in form and substance reasonably satisfactory to Buyer, advising such servicer of such matters as Buyer may reasonably request. If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller by contract for managing or servicing any such Mortgage Loan has failed or the collateral securing such Mortgage Loan; Seller may be required to perform fully deliver such reports until completion of the Takeout Funding or repurchase of the Mortgage Loan by Seller; and (v) Seller shall immediately notify MBF if it becomes aware of any payment default that occurs under the Mortgage Loan. (b) Seller shall not attempt to sell or transfer any rights to service a Mortgage Loan without the prior consent of MBF except to (or as directed by) any Takeout Investor in accordance with the applicable Takeout Commitment. (c) Seller shall release its custody of the contents of any Credit File only in accordance with the written instructions of MBF, except when such release is required as incidental to Seller’s obligations under the Program Documents or any servicing of the obligations Mortgage Loan, is required to complete the Takeout Funding or comply with the Takeout Guidelines, or as required by Requirements of Law. (d) MBF reserves the right to appoint a successor servicer to service any Mortgage Loan (each a “Successor Servicer”) in its sole discretion. In the event of such entities with respect to the Purchased Loansan appointment, Seller shall perform all acts and take all action so that any part of the Credit File and related servicing records held by Seller, together with all funds in the Custodial Account and other receipts relating to such Mortgage Loan, are promptly notify Buyerdelivered to Successor Servicer. Seller shall have no claim for lost servicing income, lost profits or other damages if MBF appoints a Successor Servicer hereunder and the Servicing Fee is reduced or eliminated.