Common use of Servicing Responsibilities Clause in Contracts

Servicing Responsibilities. Borrower represents that in retaining legal title to each Pledged Mortgage Loan and undertaking responsibility for performance of the services specified in this Agreement, it will, or will cause Xxxxx Fargo Bank, N.A. or another third-party servicer designated by Borrower and reasonably approved by Lender (a “Servicer”) to, exercise at least the degree of care generally exercised by and expected of a prudent servicer, and that in its capacity as trustee for Lender hereunder, it will, or will cause Servicer to, exercise at least that degree of care which is legally required of a trustee. Borrower or Servicer, as applicable, shall be responsible for the execution of all appropriate notices and all other acts necessary to protect title in Lender, Lender’s successors, or Lender’s assignees, as the case may be, as to the ownership of the Pledged Mortgage Loans pledged as Collateral under this Agreement and for preserving all rights in said Pledged Mortgage Loans and administering them in all respects consistent with applicable law and regulations, and for servicing the Pledged Mortgage Loans in a manner consistent with good and prudent mortgage practices. Borrower shall, or shall cause Servicer to, at the request of Lender upon the occurrence and during the continuance of an Event of Default, transfer to Lender or Lender’s designee at any time legal title to and the servicing rights with respect to any Pledged Mortgage Loans subject to the applicable Investor’s right to purchase such Mortgage Loan under the terms of the related Take-Out Commitment and shall furnish Lender or such designee with all documentation, deposits, books and records in Borrower and/or Servicer’s possession in regards to such Mortgage Loans, including, without limitation, the Mortgage Files and the Servicer’s Files. Upon the occurrence and during the continuance of an Event of Default, Borrower hereby authorizes Lender or Lender’s designee to send “good-bye” letters to the applicable Mortgagors on Borrower’s behalf directing future payments in respect of such Pledged Mortgage Loans to Lender or such designee, as applicable. Notwithstanding any such assignment, delegation, or other transfer of any of Borrower’s duties or obligations arising hereunder to a Servicer, Borrower shall remain fully and primarily liable for all of the covenants, conditions, representations and obligations of Borrower under this Agreement.

Servicing Responsibilities. Borrower represents that (a) Seller shall administer, manage, collect and enforce each Participated Mortgage Loan for and on behalf of and for the benefit of Bank and Seller in retaining legal title accordance with Accepted Servicing Practices (collectively, the “Mortgage Loan Services”). With respect to each Pledged Participated Mortgage Loan, Seller shall promptly take any and all actions, and exercise any and all available remedies, under the related Mortgage Loan and undertaking responsibility for performance of Documents or otherwise which are necessary or advisable to perform the services specified in Mortgage Loan Services pursuant to this Agreement, it will, or will cause Xxxxx Fargo Bank, N.A. or another third-party servicer designated by Borrower and reasonably approved by Lender . (a “Servicer”b) to, exercise at least the degree of care generally exercised by and expected of a prudent servicer, and that in its capacity as trustee for Lender hereunder, it will, or will cause Servicer to, exercise at least that degree of care which is legally required of a trustee. Borrower or Servicer, as applicable, shall be responsible for the execution of all appropriate notices and all other acts necessary to protect title in Lender, Lender’s successors, or Lender’s assignees, as the case may be, as to the ownership of the Pledged Mortgage Loans pledged as Collateral under this Agreement and for preserving all rights in said Pledged Mortgage Loans and administering them in all respects consistent with applicable law and regulations, and for servicing the Pledged Mortgage Loans in a manner consistent with good and prudent mortgage practices. Borrower shall, or shall cause Servicer to, at At the request of Lender Bank: (i) Seller shall promptly provide to Bank such information requested by Bank regarding any default, breach, violation or event of acceleration related to any Participated Mortgage Loan, and the actions which Seller has taken or proposes to take in connection therewith; and (ii) Seller shall promptly take any and all actions, and exercise any and all remedies, under the Mortgage Loan Documents or otherwise for any Participated Mortgage Loan which Bank shall deem, in its discretion, reasonably necessary or advisable to effect the provisions of this Section. (c) With respect to any Participated Mortgage Loan, any and all Mortgage Loan Collections received by Seller from the exercise of any rights or remedies under the related Mortgage Loan Documents or in connection with the full repayment of the outstanding principal balance and all accrued and unpaid interest for such Participated Mortgage Loan shall (i) be immediately transferred or delivered by Seller to Bank (and, if required by Bank, into the Repayment Account) and (ii) upon receipt by Bank, be applied pursuant to the provisions of this Agreement. (d) Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default, transfer to Lender or Lender’s designee : (i) Seller shall not exercise any remedies under any of the Mortgage Loan Documents for any Participated Mortgage Loan without the prior written consent of Bank; and (ii) Bank may at any time legal title time: (A) provide written notice to Seller terminating any or all rights, duties and the servicing rights obligations of Seller to provide Mortgage Loan Services with respect to any Pledged Participated Mortgage Loans Loan (each, a “Servicing Termination Notice”); and/or (B) subject to the applicable Investor’s right to purchase such requirements of RESPA and Xxxxxxxxxx X, 00 XXX 0000, require that Seller instruct in writing any Borrower or other Person obligated on any Participated Mortgage Loan under the terms of the related Take-Out Commitment to deliver any and shall furnish Lender all payments to be made by such Borrower or such designee with all documentation, deposits, books and records in Borrower and/or Servicer’s possession in regards to such Mortgage Loans, including, without limitation, the Mortgage Files and the Servicer’s Files. Upon the occurrence and during the continuance of an Event of Default, Borrower hereby authorizes Lender other Person on or Lender’s designee to send “good-bye” letters to the applicable Mortgagors on Borrower’s behalf directing future payments in respect of such Pledged Participated Mortgage Loans Loan directly to Lender Bank or such designeeto the Repayment Account, as applicable. Notwithstanding and Seller shall not make any changes to any such assignmentinstructions so provided without first obtaining the prior written consent of Bank. With respect to each Participated Mortgage Loan specified in any Servicing Termination Notice, delegationSeller shall at its expense: (i) immediately turn over to Bank or its designee all books, or records and other documents related to the Mortgage Loan Services for such Participated Mortgage Loan; (ii) cooperate with Bank in the immediate and orderly transfer of any of Borrowerthe administration and servicing responsibilities for such Participated Mortgage Loan to Bank or its designee; and (iii) upon Bank’s duties request, immediately execute and deliver to Bank all documents, agreements and instruments, and take such other actions and do such other things, deemed necessary or obligations arising hereunder advisable by Bank in connection with the transfer to a Servicer, Borrower shall remain fully and primarily liable for all Bank of the covenants, conditions, representations administration and obligations of Borrower under this Agreementservicing responsibilities for such Participated Mortgage Loan.

Servicing Responsibilities. Borrower represents that Subject to Section 2.1 and in retaining legal title -------------------------- accordance with Accepted Servicing Practices, in performing its obligations hereunder, the Servicer shall comply with the following with respect to each Pledged Mortgage Loan or REO Property, continuously from the date hereof until the date each Loan or REO Property ceases to be subject to this Agreement: (a) The Servicer shall hold all funds received for Owner hereunder in trust for Owner in a segregated Collection Account with a financial institution whose accounts are insured by the FDIC (which may be accounts maintained with the Servicer and, if not with Servicer, with a depository institution whose (or whose direct or indirect parent's) long term unsecured debt obligations are rated at least "A" or better by Standard & Poor's Rating Group) in accordance with all applicable Requirements. The Servicer shall make remittances from the Collection Account as provided in Section 6.2. The Servicer shall hold all funds received to cover Escrow Payments in connection with the Loans in trust for Owner, and undertaking responsibility for performance the related Obligor in a segregated Escrow Account (which shall be maintained in accordance with all applicable Requirements and the terms of the services specified Loan Documents) with a financial institution whose accounts are insured by the FDIC (which may be accounts maintained with the Servicer and, if not with Servicer, with a depository institution whose (or whose direct or indirect parent's) long term unsecured debt obligations are rated at least "A" or better by Standard & Poor's Rating Group) and shall disburse such funds from the appropriate Escrow Accounts as necessary or advisable. The Servicer shall also be authorized to hold all partial payments and forbearance payments in the Escrow Account (and shall not be required to deposit same into the Collection Account nor to remit same to the Owner) until such time as the Servicer applies (in accordance with Accepted Servicing Practices) such payments to the applicable Loan. (b) The Servicer shall timely determine the amounts of all required disbursements from the Escrow Accounts and shall make disbursements as they become due. The Servicer shall also determine whether any delinquency exists in the payment of Escrow Payments and shall use commercially reasonable efforts to cause such deficient amounts to be paid by the Obligor. If there are not sufficient funds in the appropriate Escrow Account to make such payments as they become due, the Servicer may, but shall not be obligated to advance such Escrow Payments from its own funds. The Servicer shall determine in accordance with Accepted Servicing Practices whether to make or advance Escrow Payments. If the Servicer determines in its reasonable judgment that an advance pursuant to this Agreementor any other section will not be ultimately recoverable from late payments, it willinsurance proceeds, Liquidation Proceeds or will cause Xxxxx Fargo Bank, N.A. any other recovery on such Loan or another third-party servicer designated by Borrower and reasonably approved by Lender Property (a “Servicer”"Non-Recoverable Advance"), the Servicer will not be obligated to make such advance. Accordingly, the Servicer shall not make any Escrow Payments to the extent such an advance would be a Non- Recoverable Advance. Any advances made towards Escrow Payments shall be deemed to be Servicing Advances. The Servicer shall be entitled to reimbursement of all such Servicing Advances made pursuant to this Section 2.3 from all amounts subsequently deposited in the Collection Account. (c) toThe Servicer shall comply with the provisions of all applicable Requirements and the Loan Documents relating to the giving of all notices or other communications required to be given by or on behalf of Owner to any Mortgage Insurer, exercise at least the degree of care generally exercised by and expected of a prudent servicer, and that in its capacity as trustee for Lender hereunder, it will, title insurer or will cause Servicer to, exercise at least that degree of care which is legally required of a trustee. Borrower other insurer or Servicerguarantor, as applicable. Where any applicable Requirement or the Loan Documents require any notice or other communication to be given to an Obligor, the Servicer shall, in the absence of instructions to the contrary from Owner, give such notice or other communication to the Obligor. (d) The Servicer shall, at the expense of the Owner if not paid by an Obligor, (i) enforce the Obligor's obligations under the Loan Documents to cause each Mortgaged Property to be insured against risks, hazards and liabilities as required by all applicable Requirements and the Loan Documents, in an amount at least equal to the unpaid principal balance of the Loan, and (ii) cause each REO Property to be insured against risks, hazards and liabilities, in an amount which is at least equal to the lesser of (A) the full replacement value of the improvements which are a part of such REO Property, and (B) the outstanding principal balance of the related Mortgage Loan at the time it became an REO Property; such insurance shall be obtained from a financially sound and reputable insurance carrier. The Servicer shall retain copies of all Hazard Insurance policies or certificates of insurance representing such coverage. The Servicer shall comply with all of the terms of Mortgage Insurance and guarantees relating to any Loan and shall use its best efforts to maintain such Mortgage Insurance and guarantees in full force and effect provided that Servicer has actual knowledge of such insurance or guaranty. In the event of an insured loss with respect to any Property, unless the Servicer has actual knowledge that the Obligor has filed such a claim with respect to a Mortgaged Property, the Servicer shall promptly file or cause to be filed a claim on the Hazard Insurance. In the case of a Mortgaged Property, the Servicer shall apply or disburse all insurance proceeds in accordance with the terms and provisions of the Loan Documents and all Requirements, and, in the case of a REO Property, the Servicer shall apply or disburse all insurance proceeds in accordance with the instructions of Owner, in each case net of any amounts due to Servicer as otherwise provided herein. The Servicer shall be responsible for submitting a claim under any Mortgage Insurance or other guaranty or insurance on a timely basis provided that Servicer has actual knowledge of such insurance or guaranty. The Servicer shall, at Owner's expense and where the execution of all appropriate notices and all other acts necessary Obligor fails or refuses to protect title maintain insurance on the Mortgaged Property in Lender, Lender’s successors, accordance with the applicable Loan Documents (or Lender’s assigneesto pay escrows sufficient therefor, as the case may be), as subject the Mortgaged Properties to the ownership coverage of its "force-placed" hazard insurance policy with such deductible as the Servicer maintains for similar mortgaged properties serviced for itself and for others by Servicer. The amount of any premiums to the Servicer resulting from obtaining such coverage shall be treated as a Property Protection Expense hereunder. The Owner shall be solely responsible for the amount of the Pledged Mortgage Loans pledged as Collateral deductible in the event of any loss and the Servicer shall have no liability to Owner therefor. Subject to the preceding paragraph, the Servicer shall keep in force during the term of this Agreement a fidelity bond and a policy or policies of insurance covering errors and omissions in the performance of the Servicer's obligations under this Agreement Agreement. Such fidelity bond and for preserving policy or policies shall be maintained with recognized insurers and shall be in such form and amount as would permit the Servicer to be qualified as a FNMA or FHLMC seller-servicer. The Servicer shall be deemed to have complied with this provision if an affiliate of the Servicer has such errors and omissions and fidelity bond coverage and, by the terms of such insurance policy or fidelity bond, the coverage afforded thereunder extends to the Servicer. (e) The Servicer shall prepare promptly each report required by all rights in said Pledged Mortgage applicable Requirements (including reports to be delivered to all governmental agencies having jurisdiction over the servicing of the Loans and administering them the Escrow Accounts), shall execute such reports (or, if Owner must execute such reports, shall deliver such reports to Owner for execution prior to the date on which such reports are due) and shall file such reports with the appropriate Persons. The Servicer shall timely prepare and deliver to the appropriate Persons Internal Revenue Service forms 1098, 1099 and 1099A relating to any Loan for the time period such Loan has been serviced by Servicer; the Owner shall be solely responsible for filing any other forms including, without limitation and to the extent applicable, forms 1041 and K-1. The reports to be provided under this subsection shall cover the period through the end of the month (or the end of the calendar year, in the case of reports to be sent to the Internal Revenue Service) following the termination of this Agreement. The Servicer shall promptly prepare all respects consistent reports or other information required to respond to any inquiry from or give any necessary instructions to any Mortgage Insurer, provider of Hazard Insurance or other insurer or guarantor, taxing authority, tax servicer, Association or the Obligor. (f) The Servicer shall maintain adequate facilities and experienced staff to carry out its obligations hereunder. (g) The Servicer shall hold and be responsible for responding promptly and accurately to all reasonable requests from Owner, the Obligor or other Persons for information relating to a Loan or Property or to the Obligor that the Servicer is required or permitted to disclose to such Person, upon compliance by such Person of any conditions to the release of such information. (h) The Servicer shall cooperate with applicable law Owner in facilitating any financing or securitization of the Loans (including furnishing such reports and regulations, and for servicing the Pledged Mortgage Loans in a manner consistent with good and prudent mortgage practices. Borrower shall, or shall cause Servicer to, at the request of Lender upon the occurrence and during the continuance of an Event of Default, transfer to Lender or Lender’s designee at any time legal title to and the servicing rights information with respect to any Pledged Mortgage the Loans subject to as Owner may reasonably request), and facilitating the applicable Investor’s right to purchase such Mortgage Loan under the terms transfer of servicing of the related Take-Out Commitment Loans to such entity as Owner may designate in connection with a securitization of the Loans. Any and all costs, fees and expenses incurred by Servicer in connection with the foregoing shall be deemed to be Servicing Advances and shall furnish Lender or be reimbursed by Owner if not previously withdrawn from the Collection Account, such designee with all documentation, deposits, books and records in Borrower and/or Servicer’s possession in regards obligation of Owner to such Mortgage Loans, including, without limitation, the Mortgage Files and the Servicer’s Files. Upon the occurrence and during the continuance of an Event of Default, Borrower hereby authorizes Lender or Lender’s designee to send “good-bye” letters to the applicable Mortgagors on Borrower’s behalf directing future payments in respect of such Pledged Mortgage Loans to Lender or such designee, as applicable. Notwithstanding survive any such assignment, delegation, or other transfer of any of Borrower’s duties or obligations arising hereunder to a Servicer, Borrower shall remain fully and primarily liable for all of the covenants, conditions, representations and obligations of Borrower under this Agreementtermination hereof.

Servicing Responsibilities. Borrower Servicer represents that to the Participants that, in retaining legal title to each Pledged Mortgage Loan and undertaking responsibility for performance of the services specified in this AgreementAgreement to be performed by Servicer, it will, or will cause Xxxxx Fargo Bank, N.A. or another third-party servicer designated by Borrower and reasonably approved by Lender (a “Servicer”) to, exercise at least the degree of care generally exercised by and expected of a prudent servicer, and that in its capacity as trustee for Lender hereunder, it will, or will cause Servicer to, exercise at least that degree of care which is legally required that Servicer exercises with respect to the administration and servicing of a trusteeloans for Servicer’s own account. Borrower or Except as expressly provided herein, Servicer disclaims the existence of any heightened degree of care with respect to the servicing and administration of the Loan. Seller, as Servicer, as applicable, shall have no duties or responsibilities except those set forth in this Agreement and those duties and liabilities shall be subject to the limitations and qualifications set forth herein. The duties of Servicer shall be mechanical and administrative in nature. Servicer shall be responsible for the execution of all appropriate notices and all other acts reasonably necessary to protect perfect title in LenderBuyer, LenderBuyer’s successors, or Lender’s successors and assignees, as the case may be, as to the ownership of the Pledged Mortgage respective Participation Interests in the Loans pledged as Collateral sold under this Agreement and for preserving all rights (including without limitation, the amount and priority of any lien) in said Pledged Mortgage Loans and administering administrating them in all respects consistent with applicable law and regulations, and for servicing the Pledged Mortgage Loans same in a manner consistent with good lender practice. Servicer shall establish a custodial account at a federally insured financial institution for the deposit of principal and prudent mortgage practicesinterest and a separate custodial account for tax and insurance escrow funds if required in the loan terms, which account will be administered in the same manner as Servicer manages its own custodial accounts. Borrower PARTICIPANT IS FURTHER ADVISED THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, WITH THE EXCEPTION OF SERVICER ACTING AS TRUSTEE SOLELY FOR THE PURPOSE OF HOLDING FUNDS ON BEHALF OF PARTICIPANTS, SERVICER IS NOT AND WILL NOT ACT AS A FIDUCIARY OF PARTICIPANTS, AND THAT CIRCUMSTANCES MAY ARISE DURING THE ADMINISTRATION OF THE SUBJECT LOAN WHERE THE INTEREST OF SERVICER MAY NOT AGREE WITH THE INTEREST OF PARTICIPANTS. Servicer warrants and represents that it has all licenses necessary to fulfill its obligations pursuant to this Agreement. Servicer shall, or shall cause Servicer to, at the request of Lender upon the occurrence and during the continuance of an Event of Default, transfer to Lender or Lender’s designee at any time legal title to and the servicing rights with respect to any Pledged Mortgage Loans subject to the applicable Investor’s right to purchase such Mortgage Loan under the terms of the related Take-Out Commitment and shall furnish Lender or such designee with all documentation, deposits, books and records in Borrower and/or Servicer’s possession expense, obtain and keep in regards to such Mortgage Loansforce a policy of Comprehensive General Liability Insurance and comprehensive Dishonesty, includingDisappearance and Destruction Insurance with an insurance carrier(s) rated at least “A” by A.M. Best, without limitation, the Mortgage Files and the Servicer’s Files. Upon the occurrence and during the continuance each in an amount of an Event of Default, Borrower hereby authorizes Lender or Lender’s designee to send “good-bye” letters to the applicable Mortgagors on Borrower’s behalf directing future payments in respect of such Pledged Mortgage Loans to Lender or such designee, as applicable. Notwithstanding any such assignment, delegation, or other transfer of any of Borrower’s duties or obligations arising hereunder to a Servicer, Borrower shall remain fully and primarily liable for all of the covenants, conditions, representations and obligations of Borrower under this Agreementnot less than $1,000,000 per occurrence.

Servicing Responsibilities. Borrower represents that (a) Seller shall administer, manage, collect and enforce each Participated Mortgage Loan for and on behalf of and for the benefit of Bank and Seller in retaining legal title accordance with Accepted Servicing Practices (collectively, the “Mortgage Loan Services”). With respect to each Pledged Participated Mortgage Loan, Seller shall promptly take any and all actions, and exercise any and all available remedies, under the related Mortgage Loan and undertaking responsibility for performance of Documents or otherwise which are necessary or advisable to perform the services specified in Mortgage Loan Services pursuant to this Agreement, it will, or will cause Xxxxx Fargo Bank, N.A. or another third-party servicer designated by Borrower and reasonably approved by Lender . (a “Servicer”b) to, exercise at least the degree of care generally exercised by and expected of a prudent servicer, and that in its capacity as trustee for Lender hereunder, it will, or will cause Servicer to, exercise at least that degree of care which is legally required of a trustee. Borrower or Servicer, as applicable, shall be responsible for the execution of all appropriate notices and all other acts necessary to protect title in Lender, Lender’s successors, or Lender’s assignees, as the case may be, as to the ownership of the Pledged Mortgage Loans pledged as Collateral under this Agreement and for preserving all rights in said Pledged Mortgage Loans and administering them in all respects consistent with applicable law and regulations, and for servicing the Pledged Mortgage Loans in a manner consistent with good and prudent mortgage practices. Borrower shall, or shall cause Servicer to, at At the request of Lender Bank: (i) Seller shall promptly provide to Bank such information requested by Bank regarding any default, breach, violation or event of acceleration related to any Participated Mortgage Loan, and the actions which Seller has taken or proposes to take in connection therewith; and (ii) Seller shall promptly take any and all actions, and exercise any and all remedies, under the Mortgage Loan Documents or otherwise for any Participated Mortgage Loan which Bank shall deem, in its discretion, reasonably necessary or advisable to effect the provisions of this Section. (c) With respect to any Participated Mortgage Loan, at any time that an Event of Default has occurred and is continuing, any and all Mortgage Loan Collections received by Seller from the exercise of any rights or remedies under the related Mortgage Loan Documents shall (x) be immediately transferred or delivered by Seller to Bank (and, if required by Bank, into the Repayment Account) and (ii) upon receipt by Bank, be applied pursuant to the provisions of Section 5.12 of this Agreement. (d) Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default, transfer to Lender or Lender’s designee : (i) Seller shall not exercise any remedies under any of the Mortgage Loan Documents for any Participated Mortgage Loan without the prior written consent of Bank; and (ii) Bank may at any time legal title time: (A) provide written notice to Seller terminating any or all rights, duties and the servicing rights obligations of Seller to provide Mortgage Loan Services with respect to any Pledged Mortgage Loans subject to the applicable Investor’s right to purchase such Participated Mortgage Loan under the terms of the related Take-Out Commitment (each, a “Servicing Termination Notice”) and/or (B) require that Seller deposit any and shall furnish Lender all payments made by any Borrower on or such designee with all documentation, deposits, books and records in Borrower and/or Servicer’s possession in regards to such Mortgage Loans, including, without limitation, the Mortgage Files and the Servicer’s Files. Upon the occurrence and during the continuance of an Event of Default, Borrower hereby authorizes Lender or Lender’s designee to send “good-bye” letters to the applicable Mortgagors on Borrower’s behalf directing future payments in respect of any Participated Mortgage Loan to the Repayment Account within one (1) Business Day of receipt by Seller. With respect to each Participated Mortgage Loan specified in any Servicing Termination Notice, Seller shall at its expense: (i) immediately turn over to Bank or its designee all books, records and other documents related to the Mortgage Loan Services for such Pledged Participated Mortgage Loans to Lender or such designee, as applicable. Notwithstanding any such assignment, delegation, or other Loan; (ii) cooperate with Bank in the immediate and orderly transfer of any of Borrowerthe administration and servicing responsibilities for such Participated Mortgage Loan to Bank or its designee; and (iii) upon Bank’s duties request, immediately execute and deliver to Bank all documents, agreements and instruments, and take such other actions and do such other things, deemed necessary or obligations arising hereunder advisable by Bank in connection with the transfer to a Servicer, Borrower shall remain fully and primarily liable for all Bank of the covenants, conditions, representations administration and obligations of Borrower under this Agreementservicing responsibilities for such Participated Mortgage Loan.

Servicing Responsibilities. Borrower represents that (a) Seller shall administer, manage, collect and enforce each Participated Mortgage Loan for and on behalf of and for the benefit of Bank and Seller in retaining legal title accordance with Accepted Servicing Practices (collectively, the “Mortgage Loan Services”). With respect to each Pledged Participated Mortgage Loan, Seller shall promptly take any and all actions, and exercise any and all available remedies, under the related Mortgage Loan and undertaking responsibility for performance of Documents or otherwise which are necessary or advisable to perform the services specified in Mortgage Loan Services pursuant to this Agreement, it will, or will cause Xxxxx Fargo Bank, N.A. or another third-party servicer designated by Borrower and reasonably approved by Lender . (a “Servicer”b) to, exercise at least the degree of care generally exercised by and expected of a prudent servicer, and that in its capacity as trustee for Lender hereunder, it will, or will cause Servicer to, exercise at least that degree of care which is legally required of a trustee. Borrower or Servicer, as applicable, shall be responsible for the execution of all appropriate notices and all other acts necessary to protect title in Lender, Lender’s successors, or Lender’s assignees, as the case may be, as to the ownership of the Pledged Mortgage Loans pledged as Collateral under this Agreement and for preserving all rights in said Pledged Mortgage Loans and administering them in all respects consistent with applicable law and regulations, and for servicing the Pledged Mortgage Loans in a manner consistent with good and prudent mortgage practices. Borrower shall, or shall cause Servicer to, at At the request of Lender Bank: (i) Seller shall promptly provide to Bank such information requested by Bank regarding any default, breach, violation or event of acceleration related to any Participated Mortgage Loan, and the actions which Seller has taken or proposes to take in connection therewith; and (ii) Seller shall promptly take any and all actions, and exercise any and all remedies, under the Mortgage Loan Documents or otherwise for any Participated Mortgage Loan which Bank shall deem, in its discretion, reasonably necessary or advisable to effect the provisions of this Section. (c) With respect to any Participated Mortgage Loan, any and all Mortgage Loan Collections received by Seller from the exercise of any rights or remedies under the related Mortgage Loan Documents or in connection with the full repayment of the outstanding principal balance and all accrued and unpaid interest for such Participated Mortgage Loan shall (i) be immediately transferred or delivered by Seller to Bank (and, if required by Bank, into the Repayment Account) and (ii) upon receipt by Bank, be applied pursuant to the provisions of this Agreement. (d) Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default, transfer to Lender or Lender’s designee : (i) Seller shall not exercise any remedies under any of the Mortgage Loan Documents for any Participated Mortgage Loan without the prior written consent of Bank; and (ii) Bank may at any time legal title time: (A) provide written notice to Seller terminating any or all rights, duties and the servicing rights obligations of Seller to provide Mortgage Loan Services with respect to any Pledged Mortgage Loans subject to the applicable Investor’s right to purchase such Participated Mortgage Loan under the terms of the related Take-Out Commitment (each, a “Servicing Termination Notice”); and/or (B) require that Seller instruct in writing any Borrower or other Person obligated on any Participated Mortgage Loan to deliver any and shall furnish Lender all payments to be made by such Borrower or such designee with all documentation, deposits, books and records in Borrower and/or Servicer’s possession in regards to such Mortgage Loans, including, without limitation, the Mortgage Files and the Servicer’s Files. Upon the occurrence and during the continuance of an Event of Default, Borrower hereby authorizes Lender other Person on or Lender’s designee to send “good-bye” letters to the applicable Mortgagors on Borrower’s behalf directing future payments in respect of such Pledged Participated Mortgage Loans Loan directly to Lender Bank or such designeeto the Repayment Account, as applicable. Notwithstanding and Seller shall not make any changes to any such assignmentinstructions so provided without first obtaining the prior written consent of Bank. With respect to each Participated Mortgage Loan specified in any Servicing Termination Notice, delegationSeller shall at its expense: (i) immediately turn over to Bank or its designee all books, or records and other documents related to the Mortgage Loan Services for such Participated Mortgage Loan; (ii) cooperate with Bank in the immediate and orderly transfer of any of Borrowerthe administration and servicing responsibilities for such Participated Mortgage Loan to Bank or its designee; and (iii) upon Bank’s duties request, immediately execute and deliver to Bank all documents, agreements and instruments, and take such other actions and do such other things, deemed necessary or obligations arising hereunder advisable by Bank in connection with the transfer to a Servicer, Borrower shall remain fully and primarily liable for all Bank of the covenants, conditions, representations administration and obligations of Borrower under this Agreementservicing responsibilities for such Participated Mortgage Loan.

Servicing Responsibilities. Borrower Servicer represents that to the Participants that, in retaining legal title to each Pledged Mortgage Loan and undertaking responsibility for performance of the services specified in this AgreementAgreement to be performed by Servicer, it will, or will cause Xxxxx Fargo Bank, N.A. or another third-party servicer designated by Borrower and reasonably approved by Lender (a “Servicer”) to, exercise at least the degree of care generally exercised by and expected of a prudent servicer, and that in its capacity as trustee for Lender hereunder, it will, or will cause Servicer to, exercise at least that degree of care which is legally required that Servicer exercises with respect to the administration and servicing of a trusteeloans for Servicer’s own account. Borrower or Except as expressly provided herein, Servicer disclaims the existence of any heightened degree of care with respect to the servicing and administration of the Loan. Seller, as Servicer, as applicable, shall have no duties or responsibilities except those set forth in this Agreement and those duties and liabilities shall be subject to the limitations and qualifications set forth herein. The duties of Seller shall be mechanical and administrative in nature. Servicer shall be responsible for the execution of all appropriate notices and all other acts reasonably necessary to protect perfect title in LenderBuyer, LenderBuyer’s successors, or Lender’s successors and assignees, as the case may be, as to the ownership of the Pledged Mortgage Loans pledged as Collateral respective Participation Interests in the loans sold under this Agreement and for preserving all rights (including without limitation, the amount and priority of any lien) in said Pledged Mortgage Loans loans and administering administrating them in all respects consistent with applicable law and regulations, and for servicing the Pledged Mortgage Loans same in a manner consistent with good lender practice. Servicer shall establish a custodial account at a federally insured financial institution for the deposit of principal and prudent mortgage practicesinterest and a separate custodial account for tax and insurance escrow funds if required in the loan terms, which account will be administered in the same manner as Servicer manages its own custodial accounts. Borrower PARTICIPANT IS FURTHER ADVISED THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, WITH THE EXCEPTION OF SERVICER ACTING AS TRUSTEE SOLELY FOR THE PURPOSE OF HOLDING FUNDS ON BEHALF OF PARTICIPANTS, SERVICER IS NOT AND WILL NOT ACT AS A FIDUCIARY OF PARTICIPANTS, AND THAT CIRCUMSTANCES MAY ARISE DURING THE ADMININSTRATION OF THE SUBJECT LOAN WHERE THE INTEREST OF SERVICER MAY NOT AGREE WITH THE INTEREST OF PARTICIPANTS. Servicer warrants and represents that it has all licenses necessary to fulfill its obligations pursuant to this Agreement. Servicer shall, or shall cause Servicer to, at the request of Lender upon the occurrence and during the continuance of an Event of Default, transfer to Lender or Lender’s designee at any time legal title to and the servicing rights with respect to any Pledged Mortgage Loans subject to the applicable Investor’s right to purchase such Mortgage Loan under the terms of the related Take-Out Commitment and shall furnish Lender or such designee with all documentation, deposits, books and records in Borrower and/or Servicer’s possession expense, obtain and keep in regards to such Mortgage Loansforce a policy of Comprehensive General Liability Insurance and comprehensive Dishonesty, includingDisappearance and Destruction Insurance with an insurance carrier(s) rated at least “A” by A.M. Best, without limitation, the Mortgage Files and the Servicer’s Files. Upon the occurrence and during the continuance each in an amount of an Event of Default, Borrower hereby authorizes Lender or Lender’s designee to send “good-bye” letters to the applicable Mortgagors on Borrower’s behalf directing future payments in respect of such Pledged Mortgage Loans to Lender or such designee, as applicable. Notwithstanding any such assignment, delegation, or other transfer of any of Borrower’s duties or obligations arising hereunder to a Servicer, Borrower shall remain fully and primarily liable for all of the covenants, conditions, representations and obligations of Borrower under this Agreementnot less than $1,000,000 per occurrence.

Servicing Responsibilities. Borrower represents that in retaining legal title to each Pledged Mortgage Loan and undertaking (a) Seller hereby assumes the responsibility for performance of causing Servicer to administer and service the services loans specified in this AgreementAgreement and the Loan Certificate, it willand shall retain such responsibility while this Agreement remains in effect. A new Servicer may be designated only with the prior written consent of Buyer and Seller or its respective designee, successor or assignee, or in accordance with Section 5.01. Servicer shall not commingle with any of Servicer's funds any part of Buyer's loan principal and interest collections and other payments. Seller warrants that Servicer will cause Xxxxx Fargo Bank, N.A. or another third-party servicer designated by Borrower administer and reasonably approved by Lender (a “Servicer”) to, exercise at least service the degree of care generally exercised by and expected of a prudent servicerloans sold hereunder consistent with prevailing good mortgage practice, and applicable law and regulations. (b) Seller has requested that in its capacity Buyer look solely to Seller to ensure Servicer complies with each and every requirement of this Agreement. Seller has further requested that Buyer pay any sums due under this Agreement to Seller, who shall have the sole responsibility to disburse, as trustee for Lender hereunder, it will, or will cause Servicer to, exercise at least that degree of care which is legally required of a trustee. Borrower or appropriate and as agreed upon between Seller and Servicer, as applicable, any sums due to Servicer under this Agreement. Seller shall be responsible for paying to Servicer all amounts due to Servicer for all loans in accordance with the execution of all appropriate notices and all Servicing Agreement. Buyer shall not be required to have any dealing with any party other acts necessary to protect title in Lenderthan Seller, Lender’s successorsalthough Buyer may, at its sole option, deal with Servicer, or Lender’s assigneesmake enquiries of Servicer directly. Seller hereby indemnifies and holds Buyer, as the case may beits directors, as to the ownership of the Pledged Mortgage Loans pledged as Collateral under this Agreement officers, agents and for preserving all employees free and harmless from any loss, fees, liability, expense (including reasonable attorneys' fees and costs), claim or demand whatsoever resulting from Seller's request that Buyer deal only with Seller in connection with Servicer's rights in said Pledged Mortgage Loans and administering them in all respects consistent with applicable law and regulations, and for servicing the Pledged Mortgage Loans in a manner consistent with good and prudent mortgage practices. Borrower shall, or shall cause Servicer to, at the request of Lender upon the occurrence and during the continuance of an Event of Default, transfer to Lender or Lender’s designee at any time legal title to and the servicing rights with respect to any Pledged Mortgage Loans subject to the applicable Investor’s right to purchase such Mortgage Loan under the terms of the related Take-Out Commitment and shall furnish Lender or such designee with all documentation, deposits, books and records in Borrower and/or Servicer’s possession in regards to such Mortgage Loans, including, without limitation, the Mortgage Files and the Servicer’s Files. Upon the occurrence and during the continuance of an Event of Default, Borrower hereby authorizes Lender or Lender’s designee to send “good-bye” letters to the applicable Mortgagors on Borrower’s behalf directing future payments in respect of such Pledged Mortgage Loans to Lender or such designee, as applicable. Notwithstanding any such assignment, delegation, or other transfer of any of Borrower’s duties or obligations arising hereunder to a Servicer, Borrower shall remain fully and primarily liable for all of the covenants, conditions, representations and obligations of Borrower under this Agreement. (c) Seller represents that it will provide Buyer or Buyer's successors or assignees, as indicated on Seller/Servicer's books and records, with Seller's, Servicer's, Guarantor's or their

Servicing Responsibilities. Borrower represents that (a) Seller shall administer, manage, collect and enforce each Participated Mortgage Loan for and on behalf of and for the benefit of Bank and Seller in retaining legal title accordance with Accepted Servicing Practices (collectively, the "Mortgage Loan Services"). With respect to each Pledged Participated Mortgage Loan, Seller shall promptly take any and all actions, and exercise any and all available remedies, under the related Mortgage Loan and undertaking responsibility for performance of Documents or otherwise which are necessary or advisable to perform the services specified in Mortgage Loan Services pursuant to this Agreement, it will, or will cause Xxxxx Fargo Bank, N.A. or another third-party servicer designated by Borrower and reasonably approved by Lender . (a “Servicer”b) to, exercise at least the degree of care generally exercised by and expected of a prudent servicer, and that in its capacity as trustee for Lender hereunder, it will, or will cause Servicer to, exercise at least that degree of care which is legally required of a trustee. Borrower or Servicer, as applicable, shall be responsible for the execution of all appropriate notices and all other acts necessary to protect title in Lender, Lender’s successors, or Lender’s assignees, as the case may be, as to the ownership of the Pledged Mortgage Loans pledged as Collateral under this Agreement and for preserving all rights in said Pledged Mortgage Loans and administering them in all respects consistent with applicable law and regulations, and for servicing the Pledged Mortgage Loans in a manner consistent with good and prudent mortgage practices. Borrower shall, or shall cause Servicer to, at At the request of Lender Bank: (i) Seller shall promptly provide to Bank such information requested by Bank regarding any default, breach, violation or event of acceleration related to any Participated Mortgage Loan, and the actions which Seller has taken or proposes to take in connection therewith; and (ii) Seller shall promptly take any and all actions, and exercise any and all remedies, under the Mortgage Loan Documents or otherwise for any Participated Mortgage Loan which Bank shall deem, in its discretion, reasonably necessary or advisable to effect the provisions of this Section. (c) With respect to any Participated Mortgage Loan, any and all Mortgage Loan Collections received by Seller from the exercise of any rights or remedies under the related Mortgage Loan Documents or in connection with the full repayment of the outstanding principal balance and all accrued and unpaid interest for such Participated Mortgage Loan shall (i) be immediately transferred or delivered by Seller to Bank (and, if required by Bank, into the Repayment Account) and (ii) upon receipt by Bank, be applied pursuant to the provisions of this Agreement. (d) Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default, transfer to Lender or Lender’s designee : (i) Seller shall not exercise any remedies under any of the Mortgage Loan Documents for any Participated Mortgage Loan without the prior written consent of Bank; and (ii) Bank may at any time legal title time: (A) provide written notice to Seller terminating any or all rights, duties and the servicing rights obligations of Seller to provide Mortgage Loan Services with respect to any Pledged Mortgage Loans subject to the applicable Investor’s right to purchase such Participated Mortgage Loan under the terms of the related Take-Out Commitment (each, a "Servicing Termination Notice"); and/or (B) require that Seller instruct in writing any Borrower or other Person obligated on any Participated Mortgage Loan to deliver any and shall furnish Lender all payments to be made by such Borrower or such designee with all documentation, deposits, books and records in Borrower and/or Servicer’s possession in regards to such Mortgage Loans, including, without limitation, the Mortgage Files and the Servicer’s Files. Upon the occurrence and during the continuance of an Event of Default, Borrower hereby authorizes Lender other Person on or Lender’s designee to send “good-bye” letters to the applicable Mortgagors on Borrower’s behalf directing future payments in respect of such Pledged Participated Mortgage Loans Loan directly to Lender Bank or such designeeto the Repayment Account, as applicable. Notwithstanding and Seller shall not make any changes to any such assignmentinstructions so provided without first obtaining the prior written consent of Bank. With respect to each Participated Mortgage Loan specified in any Servicing Termination Notice, delegationSeller shall at its expense: (i) immediately turn over to Bank or its designee all books, or records and other documents related to the Mortgage Loan Services for such Participated Mortgage Loan; (ii) cooperate with Bank in the immediate and orderly transfer of any of Borrower’s duties the administration and servicing responsibilities for such Participated Mortgage Loan to Bank or obligations arising hereunder its designee; and (iii) upon Bank's request, immediately execute and deliver to a ServicerBank all documents, Borrower shall remain fully agreements and primarily liable for all instruments, and take such other actions and do such other things, deemed necessary or advisable by Bank in connection with the transfer to Bank of the covenants, conditions, representations administration and obligations of Borrower under this Agreementservicing responsibilities for such Participated Mortgage Loan.

Servicing Responsibilities. Borrower represents that (a) Seller shall administer, manage, collect and enforce each Participated Mortgage Loan for and on behalf of and for the benefit of Bank and Seller in retaining legal title accordance in all material respects with Accepted Servicing Practices (collectively, the “Mortgage Loan Services”). With respect to each Pledged Participated Mortgage Loan, Seller shall promptly take any and all actions, and exercise any and all available remedies, under the related Mortgage Loan and undertaking responsibility for performance of Documents or otherwise which are necessary or advisable to perform the services specified in Mortgage Loan Services pursuant to this Agreement, it will, or will cause Xxxxx Fargo Bank, N.A. or another third-party servicer designated by Borrower and reasonably approved by Lender . (a “Servicer”b) to, exercise at least the degree of care generally exercised by and expected of a prudent servicer, and that in its capacity as trustee for Lender hereunder, it will, or will cause Servicer to, exercise at least that degree of care which is legally required of a trustee. Borrower or Servicer, as applicable, shall be responsible for the execution of all appropriate notices and all other acts necessary to protect title in Lender, Lender’s successors, or Lender’s assignees, as the case may be, as to the ownership of the Pledged Mortgage Loans pledged as Collateral under this Agreement and for preserving all rights in said Pledged Mortgage Loans and administering them in all respects consistent with applicable law and regulations, and for servicing the Pledged Mortgage Loans in a manner consistent with good and prudent mortgage practices. Borrower shall, or shall cause Servicer to, at At the request of Lender Bank: (i) Seller shall promptly provide to Bank such information requested by Bank regarding any default, breach, violation or event of acceleration related to any Participated Mortgage Loan, and the actions which Seller has taken or proposes to take in connection therewith; and (ii) Seller shall promptly take any and all actions, and exercise any and all remedies, under the Mortgage Loan Documents or otherwise for any Participated Mortgage Loan is reasonably necessary or advisable to effect the provisions of this Section. (c) With respect to any Participated Mortgage Loan, any and all Mortgage Loan Collections received by Seller from the exercise of any rights or remedies under the related Mortgage Loan Documents or in connection with the full repayment of the outstanding principal balance and all accrued and unpaid interest for such Participated Mortgage Loan shall (i) be immediately transferred or delivered by Seller to Bank (and, if required by Bank, into the Repayment Account) and (ii) upon receipt by Bank, be applied pursuant to the occurrence and during provisions of this Agreement. (d) Notwithstanding anything herein to the continuance of contrary, at any time an Event of Default, transfer to Lender or Lender’s designee Default has occurred and be continuing: (i) Seller shall not exercise any remedies under any of the Mortgage Loan Documents for any Participated Mortgage Loan without the prior written consent of Bank; and (ii) Bank may at any time legal title time: (A) provide written notice to Seller terminating any or all rights, duties and the servicing rights obligations of Seller to provide Mortgage Loan Services with respect to any Pledged Mortgage Loans subject to the applicable Investor’s right to purchase such Participated Mortgage Loan under the terms of the related Take-Out Commitment (each, a “Servicing Termination Notice”); and/or (B) require that Seller instruct in writing any Borrower or other Person obligated on any Participated Mortgage Loan to deliver any and shall furnish Lender all payments to be made by such Borrower or such designee with all documentation, deposits, books and records in Borrower and/or Servicer’s possession in regards to such Mortgage Loans, including, without limitation, the Mortgage Files and the Servicer’s Files. Upon the occurrence and during the continuance of an Event of Default, Borrower hereby authorizes Lender other Person on or Lender’s designee to send “good-bye” letters to the applicable Mortgagors on Borrower’s behalf directing future payments in respect of such Pledged Participated Mortgage Loans Loan directly to Lender Bank or such designeeto the Repayment Account, as applicable. Notwithstanding and at any time an Event of Default has occurred and be continuing Seller shall not make any changes to any such assignmentinstructions so provided without first obtaining the prior written consent of Bank. With respect to each Participated Mortgage Loan specified in any Servicing Termination Notice, delegationSeller shall at its expense: (i) immediately turn over to Bank or its designee all books, or records and other documents related to the Mortgage Loan Services for such Participated Mortgage Loan; provided that Seller shall be permitted to retain copies of such books, records and documents as may be required by Law; (ii) cooperate with Bank in the immediate and orderly transfer of any of Borrowerthe administration and servicing responsibilities for such Participated Mortgage Loan to Bank or its designee; and (iii) upon Bank’s duties request, immediately execute and deliver to Bank all documents, agreements and instruments, and take such other actions and do such other things, deemed necessary or obligations arising hereunder advisable by Bank in connection with the transfer to a Servicer, Borrower shall remain fully and primarily liable for all Bank of the covenants, conditions, representations administration and obligations of Borrower under this Agreementservicing responsibilities for such Participated Mortgage Loan.

Servicing Responsibilities. Borrower represents that (a) Seller shall administer, manage, collect and enforce each Participated Mortgage Loan for and on behalf of and for the benefit of Bank and Seller in retaining legal title accordance with Accepted Servicing Practices (collectively, the “Mortgage Loan Services”). With respect to each Pledged Participated Mortgage Loan, Seller shall promptly take any and all actions, and exercise any and all available remedies, under the related Mortgage Loan and undertaking responsibility for performance of Documents or otherwise which are necessary or advisable to perform the services specified in Mortgage Loan Services pursuant to this Agreement, it will, or will cause Xxxxx Fargo Bank, N.A. or another third. Page 27 Mortgage Warehouse Agreement Version: 2015-party servicer designated by Borrower and reasonably approved by Lender 11 HAL2016-4 (a “Servicer”b) to, exercise at least the degree of care generally exercised by and expected of a prudent servicer, and that in its capacity as trustee for Lender hereunder, it will, or will cause Servicer to, exercise at least that degree of care which is legally required of a trustee. Borrower or Servicer, as applicable, shall be responsible for the execution of all appropriate notices and all other acts necessary to protect title in Lender, Lender’s successors, or Lender’s assignees, as the case may be, as to the ownership of the Pledged Mortgage Loans pledged as Collateral under this Agreement and for preserving all rights in said Pledged Mortgage Loans and administering them in all respects consistent with applicable law and regulations, and for servicing the Pledged Mortgage Loans in a manner consistent with good and prudent mortgage practices. Borrower shall, or shall cause Servicer to, at At the request of Lender Bank: (i) Seller shall promptly provide to Bank such information requested by Bank regarding any default, breach, violation or event of acceleration related to any Participated Mortgage Loan, and the actions which Seller has taken or proposes to take in connection therewith; and (ii) Seller shall promptly take any and all actions, and exercise any and all remedies, under the Mortgage Loan Documents or otherwise for any Participated Mortgage Loan which Bank shall deem, in its discretion, reasonably necessary or advisable to effect the provisions of this Section. (c) With respect to any Participated Mortgage Loan, any and all Mortgage Loan Collections received by Seller from the exercise of any rights or remedies under the related Mortgage Loan Documents or in connection with the full repayment of the outstanding principal balance and all accrued and unpaid interest for such Participated Mortgage Loan shall (i) be immediately transferred or delivered by Seller to Bank (and, if required by Bank, into the Repayment Account) and (ii) upon receipt by Bank, be applied pursuant to the provisions of this Agreement. (d) Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default, transfer to Lender or Lender’s designee : (i) Seller shall not exercise any remedies under any of the Mortgage Loan Documents for any Participated Mortgage Loan without the prior written consent of Bank; and (ii) Bank may at any time legal title time: (A) provide written notice to Seller terminating any or all rights, duties and the servicing rights obligations of Seller to provide Mortgage Loan Services with respect to any Pledged Participated Mortgage Loans Loan (each, a “Servicing Termination Notice”); and/or (B) subject to the applicable Investor’s right to purchase such requirements of RESPA and Xxxxxxxxxx X, 00 XXX 0000, require that Seller instruct in writing any Borrower or other Person obligated on any Participated Mortgage Loan under the terms of the related Take-Out Commitment to deliver any and shall furnish Lender all payments to be made by such Borrower or such designee with all documentation, deposits, books and records in Borrower and/or Servicer’s possession in regards to such Mortgage Loans, including, without limitation, the Mortgage Files and the Servicer’s Files. Upon the occurrence and during the continuance of an Event of Default, Borrower hereby authorizes Lender other Person on or Lender’s designee to send “good-bye” letters to the applicable Mortgagors on Borrower’s behalf directing future payments in respect of such Pledged Participated Mortgage Loans Loan directly to Lender Bank or such designeeto the Repayment Account, as applicable. Notwithstanding and Seller shall not make any changes to any such assignmentinstructions so provided without first obtaining the prior written consent of Bank. With respect to each Participated Mortgage Loan specified in any Servicing Termination Notice, delegationSeller shall at its expense: (i) immediately turn over to Bank or its designee all books, or records and other documents related to the Mortgage Loan Services for such Participated Mortgage Loan; (ii) cooperate with Bank in the immediate and orderly transfer of any of Borrowerthe administration and servicing responsibilities for such Participated Mortgage Loan to Bank or its designee; and (iii) upon Bank’s duties request, immediately execute and deliver to Bank all documents, agreements and instruments, and take such other actions and do such other things, deemed necessary or obligations arising hereunder advisable by Bank in connection with the transfer to a Servicer, Borrower shall remain fully and primarily liable for all Bank of the covenants, conditions, representations administration and obligations of Borrower under this Agreementservicing responsibilities for such Participated Mortgage Loan.

Servicing Responsibilities. Borrower represents that ​ (a) Seller shall administer, manage, collect and enforce each Participated Mortgage Loan for and on behalf of and for the benefit of Bank and Seller in retaining legal title accordance with Accepted Servicing Practices (collectively, the "Mortgage Loan Services"). With respect to each Pledged Participated Mortgage Loan, Seller shall promptly take any and all actions, and exercise any and all available remedies, under the related Mortgage Loan and undertaking responsibility for performance of Documents or otherwise which are necessary or advisable to perform the services specified in Mortgage Loan Services pursuant to this Agreement, it will, or will cause Xxxxx Fargo Bank, N.A. or another third-party servicer designated by Borrower and reasonably approved by Lender . ​ (a “Servicer”b) to, exercise at least the degree of care generally exercised by and expected of a prudent servicer, and that in its capacity as trustee for Lender hereunder, it will, or will cause Servicer to, exercise at least that degree of care which is legally required of a trustee. Borrower or Servicer, as applicable, shall be responsible for the execution of all appropriate notices and all other acts necessary to protect title in Lender, Lender’s successors, or Lender’s assignees, as the case may be, as to the ownership of the Pledged Mortgage Loans pledged as Collateral under this Agreement and for preserving all rights in said Pledged Mortgage Loans and administering them in all respects consistent with applicable law and regulations, and for servicing the Pledged Mortgage Loans in a manner consistent with good and prudent mortgage practices. Borrower shall, or shall cause Servicer to, at At the request of Lender Bank: (i) Seller shall promptly provide to Bank such information requested by Bank regarding any default, breach, violation or event of acceleration related to any Participated Mortgage Loan, and the actions which Seller has taken or proposes to take in connection therewith; and (ii) Seller shall promptly take any and all actions, and exercise any and all remedies, under the Mortgage Loan Documents or otherwise for any Participated Mortgage Loan which Bank shall deem, in its discretion, reasonably necessary or advisable to effect the provisions of this Section. ​ ​ (c) With respect to any Participated Mortgage Loan, any and all Mortgage Loan Collections received by Seller from the exercise of any rights or remedies under the related Mortgage Loan Documents or in connection with the full repayment of the outstanding principal balance and all accrued and unpaid interest for such Participated Mortgage Loan shall (i) be immediately transferred or delivered by Seller to Bank (and, if required by Bank, into the Repayment Account) and (ii) upon receipt by Bank, be applied pursuant to the occurrence and provisions of this Agreement. ​ (d) Notwithstanding anything herein to the contrary, during the continuance of an Event of Default, transfer to Lender or Lender’s designee : (i) Seller shall not exercise any remedies under any of the Mortgage Loan Documents for any Participated Mortgage Loan without the prior written consent of Bank; and (ii) Bank may at any time legal title time: (A) provide written notice to Seller terminating any or all rights, duties and the servicing rights obligations of Seller to provide Mortgage Loan Services with respect to any Pledged Mortgage Loans subject to the applicable Investor’s right to purchase such Participated Mortgage Loan under the terms of the related Take-Out Commitment (each, a "Servicing Termination Notice"); and/or (B) require that Seller instruct in writing any Borrower or other Person obligated on any Participated Mortgage Loan to deliver any and shall furnish Lender all payments to be made by such Borrower or such designee with all documentation, deposits, books and records in Borrower and/or Servicer’s possession in regards to such Mortgage Loans, including, without limitation, the Mortgage Files and the Servicer’s Files. Upon the occurrence and during the continuance of an Event of Default, Borrower hereby authorizes Lender other Person on or Lender’s designee to send “good-bye” letters to the applicable Mortgagors on Borrower’s behalf directing future payments in respect of such Pledged Participated Mortgage Loans Loan directly to Lender Bank or such designeeto the Repayment Account, as applicable. Notwithstanding and Seller shall not make any changes to any such assignmentinstructions so provided without first obtaining the prior written consent of Bank. With respect to each Participated Mortgage Loan specified in any Servicing Termination Notice, delegationSeller shall at its expense: (i) immediately turn over to Bank or its designee all books, or records and other documents related to the Mortgage Loan Services for such Participated Mortgage Loan; (ii) cooperate with Bank in the immediate and orderly transfer of any of Borrower’s duties the administration and servicing responsibilities for such Participated Mortgage Loan to Bank or obligations arising hereunder its designee; and (iii) upon Bank's request, immediately execute and deliver to a ServicerBank all documents, Borrower shall remain fully agreements and primarily liable for all instruments, and take such other actions and do such other things, deemed necessary or advisable by Bank in connection with the transfer to Bank of the covenants, conditions, representations administration and obligations of Borrower under this Agreement.servicing responsibilities for such Participated Mortgage Loan. ​