Common use of SERVICING OF THE MORTGAGE LOANS; SERVICER TERMINATION Clause in Contracts

SERVICING OF THE MORTGAGE LOANS; SERVICER TERMINATION. (a) RMS to Subservice. (i) Upon payment of the Purchase Price, the Purchaser shall own the servicing rights related to the Mortgage Loans including the Mortgage File. RMS and Purchaser agree and acknowledge that the Mortgage Loans sold hereunder shall be sold to Purchaser on a servicing-released basis, and that Purchaser is engaging and hereby does engage RMS to provide subservicing of each Mortgage Loan and REO Property for the benefit of Purchaser. (ii) So long as a Mortgage Loan is subject to a Transaction or an REO Property is owned by the REO Subsidiary, RMS shall neither assign, encumber or pledge its obligation to subservice the Mortgage Loans or REO Properties in whole or in part, nor delegate its rights or duties under this Agreement (to other than a subservicer) without the prior written consent of the Purchaser and Agent, the granting of which consent shall be in the sole discretion of Purchaser and Agent. RMS hereby acknowledges and agrees that (A) the Purchaser is entering into this Agreement in reliance upon RMS’s representations as to the adequacy of its financial standing, servicing facilities, personnel, records, procedures, reputation and integrity, and the continuance thereof; and (B) RMS’s engagement hereunder to provide mortgage servicing for the benefit of the Purchaser is intended by the parties to be a “personal service contract” and RMS is hereunder intended by the parties to be an “independent contractor”. (iii) RMS shall subservice and administer the Mortgage Loans and REO Properties on behalf of the Purchaser in accordance with Accepted Servicing Practices. RMS shall have no right to modify or alter the terms of any Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan except in Strict Compliance with the related Agency Program. RMS shall at all times maintain accurate and complete records of its servicing of the Mortgage Loans and REO Properties, and Agent may, at any time during RMS’s business hours on reasonable notice, examine and make copies of such Servicing Records. RMS agrees that the Purchaser is the 100% beneficial owner of all Servicing Records relating to the Mortgage Loans and REO Properties. RMS covenants to hold or cause to be held such Servicing Records for the benefit of the Purchaser and to safeguard such Servicing Records and to deliver them promptly to Agent or its designee (including the Custodian) at Agent’s request or otherwise as required by operation of this Section 16.

SERVICING OF THE MORTGAGE LOANS; SERVICER TERMINATION. (a) RMS Servicer to Subservice. (i) Upon payment of the Purchase Price, the Purchaser shall own the servicing rights related to the Mortgage Loans including the Mortgage File. RMS Seller and Purchaser agree each agrees and acknowledge acknowledges that the Mortgage Loans sold hereunder shall be sold to Purchaser on a servicing-servicing released basis, and that Purchaser is engaging and hereby does engage RMS Servicer to provide subservicing of each Mortgage Loan and REO Property for the benefit of Purchaser. (ii) So long as a Mortgage Loan is subject to a Transaction or an REO Property is owned by the REO Subsidiaryoutstanding, RMS Servicer shall neither assign, encumber or pledge its obligation to subservice the Mortgage Loans or REO Properties in whole or in part, nor delegate its rights or duties under this Agreement (to other than a subservicer) without the prior written consent of the Purchaser and AgentPurchaser, the granting of which consent shall be in the sole discretion of Purchaser and AgentPurchaser. RMS Servicer hereby acknowledges and agrees that (Ai) the Purchaser is entering into this Agreement in reliance upon RMSServicer’s representations as to the adequacy of its financial standing, servicing facilities, personnel, records, procedures, reputation and integrity, and the continuance thereof; and (Bii) RMSServicer’s engagement hereunder to provide mortgage servicing for the benefit of the Purchaser is intended by the parties to be a “personal service contract” and RMS Servicer is hereunder intended by the parties to be an “independent contractor.”. (iii) RMS Servicer shall subservice and administer the Mortgage Loans and REO Properties on behalf of the Purchaser in accordance with Accepted Servicing Practices. RMS Servicer shall have no right to modify or alter the terms of any Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan except in Strict Compliance with the related Agency Program. RMS Servicer shall at all times maintain accurate and complete records of its servicing of the Mortgage Loans and REO PropertiesLoans, and Agent may, at any time during RMSServicer’s business hours on reasonable notice, examine and make copies of such Servicing Records. RMS Servicer agrees that the Purchaser is the 100% beneficial owner of all Servicing Records relating to the Mortgage Loans and REO PropertiesLoans. RMS Servicer covenants to hold or cause to be held such Servicing Records for the benefit of the Purchaser and to safeguard such Servicing Records and to deliver them promptly to Agent or its designee (including the Custodian) at Agent’s request or otherwise as required by operation of this Section 16.

SERVICING OF THE MORTGAGE LOANS; SERVICER TERMINATION. (a) RMS Seller to Subservice. (i) Upon payment of the Purchase Price, the Purchaser shall own the servicing rights related to the Mortgage Loans including the Mortgage Loan File. RMS Seller and Purchaser agree each agrees and acknowledge acknowledges that the Mortgage Loans sold hereunder shall be sold to Purchaser on a servicing-servicing released basis, and that Purchaser is engaging and hereby does engage RMS Seller to provide subservicing of each Mortgage Loan and REO Property for the benefit of Purchaser. (ii) So long as a Mortgage Loan is outstanding, subject to a Transaction or an REO Property is owned by the REO Subsidiarysubsection (h) below, RMS Seller shall neither assign, encumber or pledge its obligation to subservice the Mortgage Loans or REO Properties in whole or in part, nor delegate its rights or duties under this Agreement (to other than a subservicer) without the prior written consent of the Purchaser and AgentPurchaser, the granting of which consent shall be in the sole discretion of Purchaser and AgentPurchaser. RMS Seller hereby acknowledges and agrees that (Ai) the Purchaser is entering into this Agreement in reliance upon RMSSeller’s representations as to the adequacy of its financial standing, servicing facilities, personnel, records, procedures, reputation and integrity, and the continuance thereof; and (Bii) RMSSeller’s engagement hereunder to provide mortgage servicing for the benefit of the Purchaser is intended by the parties to be a “personal service contract” and RMS Seller is hereunder intended by the parties to be an “independent contractor.”. (iii) RMS Seller shall subservice and administer the Mortgage Loans and REO Properties on behalf of the Purchaser in accordance with Accepted Servicing Practices. RMS Seller shall have no right to modify or alter the terms of any Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan except in Strict Compliance accordance with the related Agency ProgramAccepted Servicing Practices. RMS Seller shall at all times maintain accurate and complete records of its servicing of the Mortgage Loans and REO PropertiesLoans, and Agent may, at any time during RMSSeller’s business hours on reasonable notice, examine and make copies of such Servicing Records. RMS Seller agrees that the Purchaser is the 100% beneficial owner of all Servicing Records relating to the Mortgage Loans and REO PropertiesLoans. RMS Seller covenants to hold or cause to be held such Servicing Records for the benefit of the Purchaser and to safeguard such Servicing Records and to deliver them promptly to Agent or its designee (including the Custodian) at Agent’s request or otherwise as required by operation of this Section 16.

SERVICING OF THE MORTGAGE LOANS; SERVICER TERMINATION. (a) RMS Seller to Subservice. (i) Upon payment of the Purchase Price, the Purchaser shall own the servicing rights related to the Mortgage Loans including the Mortgage File. RMS Seller and Purchaser agree each agrees and acknowledge acknowledges that the Mortgage Loans sold hereunder shall be sold to Purchaser on a servicing-servicing released basis, and that Purchaser is engaging and hereby does engage RMS Seller to provide subservicing of each Mortgage Loan and REO Property for the benefit of Purchaser. (ii) So long as a Mortgage Loan is subject to a Transaction or an REO Property is owned by the REO Subsidiaryoutstanding, RMS Seller shall neither assign, encumber or pledge its obligation to subservice the Mortgage Loans or REO Properties in whole or in part, nor delegate its rights or duties under this Agreement (to other than a subservicer) without the prior written consent of the Purchaser and AgentPurchaser, the granting of which consent shall be in the sole discretion of Purchaser and AgentPurchaser. RMS Seller hereby acknowledges and agrees that (Ai) the Purchaser is entering into this Agreement in reliance upon RMSSeller’s representations as to the adequacy of its financial standing, servicing facilities, personnel, records, procedures, reputation and integrity, and the continuance thereof; and (Bii) RMSSeller’s engagement hereunder to provide mortgage servicing for the benefit of the Purchaser is intended by the parties to be a “personal service contract” and RMS Seller is hereunder intended by the parties to be an “independent contractor.”. (iii) RMS Seller shall subservice and administer the Mortgage Loans and REO Properties on behalf of the Purchaser in accordance with Accepted Servicing Practices. RMS Seller shall have no right to modify or alter the terms of any Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan except in Strict Compliance with the related Agency Program. RMS Seller shall at all times maintain accurate and complete records of its servicing of the Mortgage Loans and REO PropertiesLoans, and Agent may, at any time during RMSSeller’s business hours on reasonable notice, examine and make copies of such Servicing Records. RMS Seller agrees that the Purchaser is the 100% beneficial owner of all Servicing Records relating to the Mortgage Loans and REO PropertiesLoans. RMS Seller covenants to hold or cause to be held such Servicing Records for the benefit of the Purchaser and to safeguard such Servicing Records and to deliver them promptly to Agent or its designee (including the Custodian) at Agent’s request or otherwise as required by operation of this Section 16.

SERVICING OF THE MORTGAGE LOANS; SERVICER TERMINATION. (a) RMS Seller to Subservice. (i) Upon payment of the Purchase Price, the Purchaser shall own the servicing rights related to the Mortgage Loans including the Mortgage Loan File. RMS Seller and Purchaser agree each agreed and acknowledge acknowledges that the Mortgage Loans sold hereunder shall be sold to Purchaser on a servicing-servicing released basis, and that Purchaser is engaging and hereby does engage RMS Seller to provide subservicing of each Mortgage Loan and REO Property for the benefit of Purchaser. (ii) So long as a Mortgage Loan is subject to a Transaction or an REO Property is owned by the REO Subsidiaryoutstanding, RMS Seller shall neither assign, encumber or pledge its obligation to subservice the Mortgage Loans or REO Properties in whole or in part, nor delegate its rights or duties under this Agreement (to other than a subservicer) without the prior written consent of the Purchaser and AgentPurchaser, the granting of which consent shall be in the sole discretion of Purchaser and AgentPurchaser. RMS Seller hereby acknowledges and agrees that (Ai) the Purchaser is entering into this Agreement in reliance upon RMS’s Seller's representations as to the adequacy of its financial standing, servicing facilities, personnel, records, procedures, reputation and integrity, and the continuance thereof; and (Bii) RMS’s Seller's engagement hereunder to provide mortgage servicing for the benefit of the Purchaser is intended by the parties to be a “personal service contract” and RMS Seller is hereunder intended by the parties to be an “independent contractor”. (iii) RMS Seller shall subservice and administer the Mortgage Loans and REO Properties on behalf of the Purchaser in accordance with Accepted Servicing Practices. RMS Seller shall have no right to modify or alter the terms of any Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan except in Strict Compliance with the related Agency Program. RMS Seller shall at all times maintain accurate and complete records of its servicing of the Mortgage Loans and REO PropertiesLoans, and Agent may, at any time during RMS’s Seller's business hours on reasonable notice, examine and make copies of such Servicing Records. RMS Seller agrees that the Purchaser is the 100% beneficial owner of all Servicing Records relating to the Mortgage Loans and REO PropertiesLoans. RMS Seller covenants to hold or cause to be held such Servicing Records for the benefit of the Purchaser and to safeguard such Servicing Records and to deliver them promptly to Agent or its designee (including the Custodian) at Agent’s 's request or otherwise as required by operation of this Section 16.

SERVICING OF THE MORTGAGE LOANS; SERVICER TERMINATION. (a) RMS Seller to Subservice. (i) Upon payment of the Purchase Price, the related Purchaser shall own the servicing rights related to the Mortgage Loans including the Mortgage Loan File. RMS Seller and Purchaser Purchasers each agree and acknowledge acknowledges that the Mortgage Loans sold hereunder shall be sold to Purchaser Purchasers on a servicing-released basis, and that Purchaser is Purchasers are engaging and hereby does do engage RMS Seller to provide subservicing of each Mortgage Loan and REO Property for the benefit of PurchaserPurchasers. (ii) So long as a Mortgage Loan is subject to a Transaction or an REO Property is owned by the REO Subsidiaryoutstanding, RMS Seller shall neither assign, encumber or pledge its obligation to subservice the Mortgage Loans or REO Properties in whole or in part, nor delegate its rights or duties under this Agreement (to other than a subservicer) without the prior written consent of the Purchaser and AgentPurchasers, the granting of which consent shall be in the sole discretion of Purchaser and AgentPurchasers. RMS Seller hereby acknowledges and agrees that (Ai) the Purchaser is Purchasers are entering into this Agreement in reliance upon RMS’s Seller's representations as to the adequacy of its financial standing, servicing facilities, personnel, records, procedures, reputation and integrity, and the continuance thereof; and (Bii) RMS’s Seller's engagement hereunder to provide mortgage servicing for the benefit of the Purchaser Purchasers is intended by the parties to be a “personal service contract” and RMS Seller is hereunder intended by the parties to be an “independent contractor”. (iii) RMS Seller shall subservice and administer the Mortgage Loans and REO Properties on behalf of the Purchaser Purchasers in accordance with Accepted Servicing Practices. RMS Seller shall have no right to modify or alter the terms of any Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan except in Strict Compliance with the related Agency Program. RMS Seller shall at all times maintain accurate and complete records of its servicing of the Mortgage Loans and REO PropertiesLoans, and Agent may, at any time during RMS’s Seller's business hours on reasonable notice, examine and make copies of such Servicing Records. RMS Seller agrees that the Purchaser is Purchasers are the 100% beneficial owner of all Servicing Records relating to the Mortgage Loans and REO PropertiesLoans. RMS Seller covenants to hold or cause to be held such Servicing Records for the benefit of the Purchaser Purchasers and to safeguard such Servicing Records and to deliver them promptly to Agent or its designee (including the Custodian) at Agent’s 's request or otherwise as required by operation of this Section 16.

SERVICING OF THE MORTGAGE LOANS; SERVICER TERMINATION. (a) RMS Seller to Subservice. (i) Upon payment of the Initial Purchase Price, the Purchaser shall own the servicing rights related to the Mortgage Loans including the Mortgage Loan File. RMS Seller and Purchaser each agree and acknowledge acknowledges that the Mortgage Loans sold hereunder shall be sold to Purchaser on a servicing-released basis, and that Purchaser is engaging and hereby does engage RMS Seller to provide subservicing of each Mortgage Loan and REO Property for the benefit of Purchaser. (ii) So long as a Mortgage Loan is subject to a Transaction outstanding or an REO Property is owned by the REO Subsidiary, RMS Seller shall neither assign, encumber or pledge its obligation to subservice the Mortgage Loans or REO Properties in whole or in part, nor delegate its rights or duties under this Agreement (to other than a subservicer) without the prior written consent of the Purchaser and AgentPurchaser, the granting of which consent shall be in the sole discretion of Purchaser and AgentPurchaser. RMS Seller hereby acknowledges and agrees that (Ai) the Purchaser is entering into this Agreement in reliance upon RMSSeller’s representations as to the adequacy of its financial standing, servicing facilities, personnel, records, procedures, reputation and integrity, and the continuance thereof; and (Bii) RMSSeller’s engagement hereunder to provide mortgage servicing for the benefit of the Purchaser is intended by the parties to be a “personal service contract” and RMS Seller is hereunder intended by the parties to be an “independent contractor”. (iii) RMS Seller shall subservice and administer the Mortgage Loans and REO Properties on behalf of the Purchaser in accordance with Accepted Servicing PracticesPractices (and, with respect to any REO Properties, on behalf of the REO Subsidiary). RMS Seller shall have no right to modify or alter the terms of any Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan except in Strict Compliance with the related Agency Program. RMS Seller shall at all times maintain accurate and complete records of its servicing of the Mortgage Loans and REO Properties, and Agent may, at any time during RMSSeller’s business hours on reasonable notice, examine and make copies of such Servicing Records. RMS Seller agrees that the Purchaser is the 100% beneficial owner of all Servicing Records relating to the Mortgage Loans and REO Properties. RMS Seller covenants to hold or cause to be held such Servicing Records for the benefit of the Purchaser and to safeguard such Servicing Records and to deliver them promptly to Agent or its designee (including the Custodian) at Agent’s request or otherwise as required by operation of this Section 16.

SERVICING OF THE MORTGAGE LOANS; SERVICER TERMINATION. (a) RMS to Subservice. (i) Upon payment of the Purchase Price, the Purchaser shall own the servicing rights related to the Mortgage Loans including the Mortgage File. RMS and Purchaser agree and acknowledge that the Mortgage Loans sold hereunder shall be sold to Purchaser on a servicing-released basis, and that Purchaser is engaging and hereby does engage RMS to provide subservicing of each Mortgage Loan and REO Property for the benefit of Purchaser. (ii) So long as a Mortgage Loan is subject to a Transaction or an REO Property is owned by the REO Subsidiary, RMS shall neither assign, encumber or pledge its obligation to subservice the Mortgage Loans or REO Properties in whole or in part, nor delegate its rights or duties under this Agreement (to other than a subservicer) without the prior written consent of the Purchaser and Agent, the granting of which consent shall be in the sole discretion of Purchaser and Agent. RMS hereby acknowledges and agrees that (A) the Purchaser is entering into this Agreement in reliance upon RMS’s representations as to the adequacy of its financial standing, servicing facilities, personnel, records, procedures, reputation and integrity, and the continuance thereof; and (B) RMS’s engagement hereunder to provide mortgage servicing for the benefit of the Purchaser is intended by the parties to be a “personal service contract” and RMS is hereunder intended by the parties to be an “independent contractor”. (iii) RMS shall subservice and administer the Mortgage Loans and REO Properties on behalf of the Purchaser in accordance with Accepted Servicing Practices. RMS shall have no right to modify or alter the terms of any Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan except in Strict Compliance with the related Agency Program. RMS shall at all times maintain accurate and complete records of its servicing of the Mortgage Loans and REO Properties, and Agent may, at any time during RMS’s business hours on reasonable notice, examine and make copies of such Servicing Records. RMS agrees that the Purchaser is the 100% beneficial owner of all Servicing Records relating to the Mortgage Loans and REO Properties. RMS covenants to hold or cause to be held such Servicing Records for the benefit of the Purchaser and to safeguard such Servicing Records and to deliver them promptly to Agent or its designee (including the Custodian) at Agent’s request or otherwise as required by operation of this Section 16. (b) Servicing Term. RMS shall subservice such Mortgage Loans and REO Properties for a term of thirty (30) days commencing as of the related Purchase Date, which term may be extended in writing by Agent in its sole discretion, for an additional thirty-day period (each, a “Servicing Term”); provided, that the Purchaser and/or Agent shall have the right to immediately terminate the Servicer at any time following the occurrence of a Servicer Termination Event. If such Servicing Term is not extended by Agent or if the Purchaser or Agent has terminated RMS as a result of a Servicer Termination Event, RMS shall transfer such servicing to the Purchaser or its designee at no cost or expense to Purchaser as provided in Section 14(t). RMS shall hold or cause to be held all Escrow Payments collected with respect to the Mortgage Loans in segregated accounts for the sole benefit of the Mortgagor and shall apply the same for the purposes for which such funds were collected. If RMS should discover that, for any reason whatsoever, it has failed to perform fully its servicing obligations with respect to the Mortgage Loans or REO Properties, RMS shall promptly notify the Purchaser and Agent.

SERVICING OF THE MORTGAGE LOANS; SERVICER TERMINATION. (a) RMS Seller to Subservice. (i) Upon payment of the Purchase Price, the applicable Purchaser shall own the servicing rights related to the Mortgage Loans including the Mortgage File. RMS Seller and Purchaser Purchasers each agree and acknowledge that the Mortgage Loans sold hereunder shall be sold to the applicable Purchaser on a servicing-servicing released basis, and that Purchaser is Purchasers are engaging and hereby does do engage RMS Seller to provide subservicing of each Mortgage Loan and REO Property for the benefit of PurchaserPurchasers. (ii) So long as a Mortgage Loan is subject to a Transaction or an REO Property is owned by the REO Subsidiaryoutstanding, RMS Seller shall neither assign, encumber or pledge its obligation to subservice act as Servicer of the Mortgage Loans or REO Properties in whole or in part, nor delegate its servicing rights or servicing duties under this Agreement, except as provided in the following sentence. Notwithstanding the foregoing, Seller may engage a Subservicer to perform the actual servicing of the Mortgage Loans; provided that (x) such Subservicer shall be approved by Purchaser in writing in its sole discretion, (y) Seller shall deliver to Purchaser a duly executed Instruction Letter in accordance with Section 10(b)(i)(G), and (z) Seller shall remain bound by the provisions of this Agreement (to other than a subservicerincluding without limitation this Section 16) without the prior written consent as Servicer of the Purchaser and Agent, the granting of which consent shall be in the sole discretion of Purchaser and Agent. RMS Mortgage Loans. (iii) Seller hereby acknowledges and agrees that (Ax) the Purchaser is Purchasers are entering into this Agreement in reliance upon RMSSeller’s representations as to the adequacy of its financial standing, servicing facilities, personnel, records, procedures, reputation and integrity, and the continuance thereof; and (By) RMSSeller’s engagement hereunder to provide mortgage servicing as Servicer for the benefit of the Purchaser Purchasers is intended by the parties to be a “personal service contract” and RMS Seller is hereunder intended by the parties to be an “independent contractor”. (iiiiv) RMS Seller shall subservice service and administer the Mortgage Loans (or cause Mortgage Loans to be subserviced and REO Properties administered by a Subservicer) on behalf of the Purchaser in accordance with Accepted Servicing Practices. RMS Seller shall have no right to modify or alter the terms of any Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan except in Strict Agency Compliance with the related Agency Program, FHA Regulations and/or VA Regulations, as applicable. RMS Seller shall at all times maintain accurate and complete records of its servicing of the Mortgage Loans and REO PropertiesLoans, and Agent maymay subject to Section 36 herein, at any time during RMSSeller’s business hours on reasonable notice, examine and make copies of such Servicing Records. RMS Seller agrees that the applicable Purchaser is the 100% beneficial owner of all Servicing Records relating to the Mortgage Loans and REO PropertiesPurchased Assets. RMS Seller covenants to hold or cause to be held such Servicing Records for the benefit of the Purchaser Purchasers and to safeguard such Servicing Records and to deliver them promptly to Agent or its designee (including the Custodian) at Agent’s request or otherwise as required by operation of this Section 16.

SERVICING OF THE MORTGAGE LOANS; SERVICER TERMINATION. (a) RMS to Subservice. (i) Upon payment of the Purchase Price, the Purchaser shall own the servicing rights related to the Mortgage Loans including the Mortgage File. RMS and Purchaser agree each agrees and acknowledge acknowledges that the Mortgage Loans sold hereunder shall be sold to Purchaser on a servicing-released basis, and that Purchaser is engaging and hereby does engage RMS to provide subservicing of each Mortgage Loan and REO Property for the benefit of Purchaser. (ii) So long as a Mortgage Loan is subject to a Transaction outstanding or an REO Property is owned by the REO Subsidiary, RMS shall neither assign, encumber or pledge its obligation to subservice the Mortgage Loans or REO Properties in whole or in part, nor delegate its rights or duties under this Agreement (to other than a subservicer) without the prior written consent of the Purchaser and Agent, the granting of which consent shall be in the sole discretion of Purchaser and Agent. RMS hereby acknowledges and agrees that (A) the Purchaser is entering into this Agreement in reliance upon RMS’s representations as to the adequacy of its financial standing, servicing facilities, personnel, records, procedures, reputation and integrity, and the continuance thereof; and (B) RMS’s engagement hereunder to provide mortgage servicing for the benefit of the Purchaser is intended by the parties to be a “personal service contract” and RMS is hereunder intended by the parties to be an “independent contractor”. (iii) RMS shall subservice and administer the Mortgage Loans and REO Properties on behalf of the Purchaser in accordance with Accepted Servicing Practices. RMS shall have no right to modify or alter the terms of any Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan except in Strict Compliance with the related Agency Program. RMS shall at all times maintain accurate and complete records of its servicing of the Mortgage Loans and REO Properties, and Agent may, at any time during RMS’s business hours on reasonable notice, examine and make copies of such Servicing Records. RMS agrees that the Purchaser is the 100% beneficial owner of all Servicing Records relating to the Mortgage Loans and REO Properties. RMS covenants to hold or cause to be held such Servicing Records for the benefit of the Purchaser and to safeguard such Servicing Records and to deliver them promptly to Agent or its designee (including the Custodian) at Agent’s request or otherwise as required by operation of this Section 16.

SERVICING OF THE MORTGAGE LOANS; SERVICER TERMINATION. (a) RMS Seller to Subservice. (i) Upon payment of the Purchase Price, the related Purchaser shall own the servicing rights related to the Mortgage Loans including the Mortgage Loan File. RMS Seller and Purchaser Purchasers each agree and acknowledge acknowledges that the Mortgage Loans sold hereunder shall be sold to Purchaser Purchasers on a servicing-released basis, and that Purchaser is Purchasers are engaging and hereby does do engage RMS Seller to provide subservicing of each Mortgage Loan and REO Property for the benefit of PurchaserPurchasers. (ii) So long as a Mortgage Loan is subject to a Transaction outstanding or an REO Property is owned by the REO Subsidiary, RMS Seller shall neither assign, encumber or pledge its obligation to subservice the Mortgage Loans or REO Properties in whole or in part, nor delegate its rights or duties under this Agreement (to other than a subservicer) without the prior written consent of the Purchaser and AgentPurchasers, the granting of which consent shall be in the sole discretion of Purchaser and AgentPurchasers. RMS Seller hereby acknowledges and agrees that (Ai) the Purchaser is Purchasers are entering into this Agreement in reliance upon RMSSeller’s representations as to the adequacy of its financial standing, servicing facilities, personnel, records, procedures, reputation and integrity, and the continuance thereof; and (Bii) RMSSeller’s engagement hereunder to provide mortgage servicing for the benefit of the Purchaser Purchasers is intended by the parties to be a “personal service contract” and RMS Seller is hereunder intended by the parties to be an “independent contractor”. (iii) RMS Seller shall subservice and administer the Mortgage Loans and REO Properties on behalf of the Purchaser Purchasers in accordance with Accepted Servicing PracticesPractices (and, with respect to any REO Properties, on behalf of the REO Subsidiary). RMS Seller shall have no right to modify or alter the terms of any Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan except in Strict Compliance with the related Agency Program. RMS Seller shall at all times maintain accurate and complete records of its servicing of the Mortgage Loans and REO Properties, and Agent may, at any time during RMSSeller’s business hours on reasonable notice, examine and make copies of such Servicing Records. RMS Seller agrees that the Purchaser is Purchasers are the 100% beneficial owner of all Servicing Records relating to the Mortgage Loans and REO Properties. RMS Seller covenants to hold or cause to be held such Servicing Records for the benefit of the Purchaser Purchasers and to safeguard such Servicing Records and to deliver them promptly to Agent or its designee (including the Custodian) at Agent’s request or otherwise as required by operation of this Section 16.