Common use of Servicing Rights Clause in Contracts

Servicing Rights. Xxxxx is the owner of all Servicing Rights. Without limiting the generality of the foregoing, Buyer shall have the right to hire or otherwise engage any Person to service or sub-service all or part of the Purchased Assets, provided, however, (except when an Event of Default has occurred and is continuing) Seller may designate one or more Servicers to be selected by Buyer, so long as each such Servicer is reasonably acceptable to Buyer, and each such Person shall have only such servicing obligations with respect to such Purchased Assets as are approved by Buyer. Notwithstanding the preceding sentence, Xxxxx agrees with Xxxxxx as follows with respect to the servicing of the Purchased Assets: (a) Each Servicer shall service the Purchased Assets on behalf of Buyer. Each Servicing Agreement shall contain provisions which are consistent with this Article 17 and must otherwise be in form and substance satisfactory to Buyer, it being understood that (i) in all cases where an Affiliate of Seller is the Servicer, the related Servicing Agreement shall be in the form approved by Buyer, and (ii) in all cases where Xxxxx Fargo Bank, National Association is the Servicer, the related Servicing Agreement shall be in the form attached hereto as Exhibit G. (b) Unless they have previously done so, contemporaneously with the execution of this Agreement on the Closing Date, Buyer will enter into, and cause each Servicer to enter into, a Servicing Agreement. Each Servicing Agreement, where the Servicer is not Buyer or an Affiliate of Buyer, shall automatically terminate on the 30th day following its execution and at the end of each thirty (30) day period thereafter unless, in each case, Buyer shall agree, by prior written notice to the related Servicer to be delivered on or before the Remittance Date immediately preceding each such scheduled termination date, to extend the termination date an additional thirty (30) days, which extension notice may be provided by email. Neither Seller nor the related Servicer may assign its rights or obligations under the related Servicing Agreement without the prior written consent of Buyer. (c) Seller shall not and shall not direct or otherwise permit any Servicer to (i) make any Material Modification without the prior written consent of Buyer or (ii) take any action which would result in a violation of the obligations of any Person under the related Servicing Agreement, this Agreement or any other Repurchase Document, or which would otherwise be inconsistent with the rights of Buyer under the Repurchase Documents. Buyer, as owner of the Purchased Assets, shall own all related servicing and voting rights and, as owner, shall act as servicer with respect to the Purchased Assets, subject to an interim revocable option from Buyer in favor of Seller, which is hereby granted, to direct each related Servicer, so long as no Default or Event of Default has occurred and is continuing; provided, however, that Seller cannot give any direction or take any action that could materially adversely affect the value or collectability of any amounts due with respect to the Purchased Assets without the consent of Buyer. Such revocable option is not evidence of any ownership or other interest or right of Seller in any Purchased Asset. (d) The servicing fee payable to each Servicer shall be payable as a servicing fee in accordance with this Agreement and each Servicing Agreement, including without limitation pursuant to priority fourth of Section 5.02 or priority third of Section 5.03, as applicable. (e) Upon the occurrence and during the continuance of an Event of Default under this Agreement, in addition to all of the other rights and remedies of Buyer and each related Servicer under each Servicing Agreement, this Agreement and the other Repurchase Documents (and in addition to the provisions of each Servicing Agreement providing for termination of each such Servicing Agreement pursuant to its terms), (i) for the avoidance of doubt, the right, if any, of each Servicer to direct the servicing of the Purchased Assets shall immediately and automatically cease to exist, and (ii) for each Servicing Agreement where Servicer is not Buyer or one of its Affiliates, Buyer may at any time terminate the related Servicing Agreement immediately upon the delivery of a written termination notice from either Buyer or the related Servicer to Seller. Seller shall pay all expenses associated with any such termination, including without limitation any fees and expenses required in connection with the transfer of servicing to the related Servicer and/or a replacement Servicer.

Servicing Rights. Xxxxx Buyer is the owner of all Servicing Rights. Without limiting the generality of the foregoing, Buyer shall have the right to hire or otherwise engage any Person (including Buyer) at Seller’s expense to service or sub-service all or part of the Purchased Assets, ; provided, however, (except when an Event of Default has occurred and that if Buyer decides that a Person other than Buyer is continuing) Seller may designate one or more Servicers to be selected by Buyeract as Servicer, so long as each no Default or Event of Default exists, any successor servicer selected by Buyer shall be subject to the consent of Seller (such Servicer is reasonably acceptable consent not to Buyerbe unreasonably withheld, conditioned or delayed), and each such Person shall have only such servicing obligations with respect to such Purchased Assets as are approved designated by Buyer. Notwithstanding the preceding sentence, Xxxxx Buyer agrees with Xxxxxx Seller as follows with respect to the servicing of the Purchased Assets: (a) Each As of the Closing Date, Buyer will appoint Xxxxx as Servicer in accordance with the terms of the Servicing Agreement and this Article 17. Contemporaneously with the execution of this Agreement, Buyer will enter into, and cause Servicer to enter into, the Servicing Agreement, and Seller will enter into the Servicing Agreement. Servicer shall service the Purchased Assets on behalf of Buyer. Each Servicing Agreement shall contain provisions which are consistent with this Article 17 and must otherwise be in form and substance satisfactory to Buyer, it being understood that (i) in all cases where an Affiliate of Seller is the Servicer, the related Servicing Agreement shall be in the form approved by Buyer, and (ii) in all cases where Xxxxx Fargo Bank, National Association is the Servicer, the related Servicing Agreement shall be in the form attached hereto as Exhibit G.. (b) Unless they have previously done so, contemporaneously with the execution of this Agreement on the Closing Date, Buyer will enter into, and Seller shall cause each Servicer to enter into, a Servicing Agreement. Each comply with all of Servicer’s obligations under the Servicing Agreement, where the Servicer is not Buyer or an Affiliate of Buyerincluding, shall automatically terminate on the 30th day following without limitation, its execution obligations to provide such reports and at the end of each thirty (30) day period thereafter unless, in each case, Buyer shall agree, by prior written notice information with respect to the related Servicer to be delivered on Purchased Assets as required by the terms of the Servicing Agreement or before the Remittance Date immediately preceding each such scheduled termination date, to extend the termination date an additional thirty (30) days, which extension notice as otherwise requested by Buyer. Seller may be provided by email. Neither Seller nor the related Servicer may not assign its rights or delegate its duties and obligations under the related Servicing Agreement without the prior written consent of Buyer. (c) Seller shall not not, and shall not direct or otherwise permit any Servicer to to, (i) make take any Material Modification Action without the prior written consent of Buyer (such consent not to be unreasonably withheld or delayed), (ii) take any action which would result in a violation of the obligations of any Person under the related Servicing Agreement, this Agreement or any other Repurchase Document, or which would otherwise be inconsistent with the rights of Buyer under the Repurchase DocumentsDocuments or (iii) take any actions after a Default or Event of Default. Buyer, as owner of the Purchased Assets, Seller shall own all related servicing be permitted to make decisions and voting rights and, as owner, shall act as servicer direct Servicer with respect to any action with respect to the Purchased AssetsAssets other than any Material Action without Buyer’s consent provided that, subject to an interim revocable option from Buyer in favor at the time of Sellersuch decisions, which there is hereby granted, to direct each related Servicer, so long as no Default or Event of Default has occurred and is continuing; provided, however, that Seller cannot give provides Buyer with documentation thereof in connection with any direction or take any action that could materially adversely affect the value or collectability of any amounts due with respect to the Purchased Assets without the consent of Buyer. Such revocable option is not evidence of any ownership or other interest or right of Seller in any Purchased Assetsuch decisions. (d) The servicing fee payable to each Servicer under the Servicing Agreement shall be payable as a servicing fee in accordance with this Agreement and each the terms of the Servicing Agreement, including without limitation pursuant to priority fourth . Seller shall be solely responsible for the payment of Section 5.02 or priority third all fees and expenses of Section 5.03, as applicableServicer. (e) Upon the occurrence and during the continuance of an a Default or Event of Default under this AgreementDefault, in addition to all of the other rights and remedies of Buyer and each related Servicer under each the Servicing Agreement, this Agreement and the other Repurchase Documents (and in addition to the provisions of each Servicing Agreement providing for termination of each such Servicing Agreement pursuant to its terms)Documents, (i) for the avoidance of doubt, the right, if any, of each Servicer Seller to direct the servicing of and make any decisions with respect to the Purchased Assets shall immediately and automatically cease to exist, and (ii) for each Servicing Agreement where Servicer is not Buyer or one of its Affiliates, Buyer may at any time terminate the related Servicing Agreement immediately upon the delivery of a written termination notice from either Buyer or the related Servicer to Seller. Seller shall pay all expenses associated with any such termination, including without limitation any fees and expenses required in connection with the transfer of servicing to the related Servicer and/or a replacement Servicer.

Servicing Rights. Xxxxx Buyer is the owner of all Servicing Rights. Without limiting the generality of the foregoing, Buyer shall have the right to hire or otherwise engage any Person to service or sub-service all or part of the Purchased Assets, provided, however, (except when that at any time prior to an Event of Default has occurred and is continuing) Default, Seller may designate one or more Servicers a Servicer to be selected by Buyer, so long as each such Servicer is reasonably acceptable to Buyer, and each such Person shall have only such servicing obligations with respect to such Purchased Assets as are approved by Buyer. Notwithstanding the preceding sentence, Xxxxx Buyer agrees with Xxxxxx Seller as follows with respect to the servicing of the Purchased Assets: (a) Each Servicer shall service the Purchased Assets on behalf of Buyer. Each Servicing Agreement shall contain provisions which are consistent with this Article 17 and must otherwise be in form and substance satisfactory to Buyer, it being understood that (i) in all cases where an Affiliate of Seller is the Servicer, the related Servicing Agreement shall be in the form approved by Buyer, and (ii) in all cases where Xxxxx Fargo Bank, National Association is the Servicer, the related Servicing Agreement shall be in the form attached hereto as Exhibit G.I. (b) Unless they have previously done so, contemporaneously Contemporaneously with the execution of this Agreement on the Closing Date, Buyer will enter into, and cause each Servicer to enter into, a the Servicing Agreement. Each Servicing Agreement, where the Servicer is not Buyer or an Affiliate of Buyer, shall automatically terminate on the 30th day following its execution and at the end of each thirty (30) day period thereafter thereafter, unless, in each case, Buyer shall agree, by prior written notice to the related Servicer to be delivered on or before the Remittance Date immediately preceding each such scheduled termination date, to extend the termination date an additional thirty (30) days, which extension notice may be provided by email. Neither Seller nor the related Servicer may assign its rights or obligations under the related Servicing Agreement without the prior written consent of Buyer. (c) Seller shall not and shall not direct or otherwise permit any Servicer to (i) make any Material Modification without the prior written consent of Buyer or (ii) take any action which would result in a violation of the obligations of any Person under the related Servicing Agreement, this Agreement or any other Repurchase Document, or which would otherwise be inconsistent with the rights of Buyer under the Repurchase Documents. Buyer, as owner of the Purchased Assets, shall own all related servicing and voting rights and, as owner, shall act as servicer with respect to the Purchased Assets, subject to an interim revocable option from Buyer in favor of Seller, which is hereby granted, Seller to direct each related Servicer, so long as no Default or Event of Default has occurred and is continuing; provided, however, that Seller cannot give any direction or take any action that could materially adversely affect the value or collectability of any amounts due with respect to the Purchased Assets without the consent of Buyer. Such revocable option is not evidence of any ownership or other interest or right of Seller in any Purchased Asset. (d) The servicing fee payable to each Servicer shall be payable as a servicing fee in accordance with this Agreement and each Servicing Agreement, including without limitation pursuant to priority fourth sixth of Section 5.02 or priority third of Section 5.03, as applicable. (e) Upon the occurrence and during the continuance of an Event of Default under this Agreement, in addition to all of the other rights and remedies of Buyer and each related Servicer under each Servicing Agreement, this Agreement and the other Repurchase Documents (and in addition to the provisions of each Servicing Agreement providing for termination of each such Servicing Agreement pursuant to its terms), (i) for the avoidance of doubt, the right, if any, of each Servicer to direct the servicing of the Purchased Assets shall immediately and automatically cease to exist, and (ii) for each Servicing Agreement where Servicer is not either Buyer or one of its Affiliates, Buyer each Servicer may at any time terminate the related Servicing Agreement immediately upon the delivery of a written termination notice from either Buyer or the related Servicer to Seller. Seller shall pay all expenses associated with any such termination, including without limitation any fees and expenses required in connection with the transfer of servicing to the related Servicer and/or a replacement Servicer.

Servicing Rights. Xxxxx Buyer is the owner of all Servicing Rights. Without limiting the generality of the foregoing, Buyer shall have the right to hire or otherwise engage any Person to service or sub-service all or part of the Purchased Assets, provided, however, (except when that at any time prior to an Event of Default has occurred and is continuing) Default, Seller may designate one or more Servicers a Servicer to be selected by Buyer, so long as each such Servicer is reasonably acceptable to Buyer, and each such Person shall have only such servicing obligations with respect to such Purchased Assets as are approved by Buyer. As of the Closing Date, Buyer and Seller agree that the initial Servicer shall be Midland Loan Services, a division of PNC Bank, National Association. Notwithstanding the preceding sentence, Xxxxx Buyer agrees with Xxxxxx Seller as follows with respect to the servicing of the Purchased Assets: (a) Each Servicer shall service the Purchased Assets on behalf of Buyer. Each The Servicing Agreement shall contain provisions which are consistent with this Article 17 and must otherwise be in form and substance satisfactory to Buyer, it being understood that (i) in all cases where an Affiliate of Seller is the Servicer, the related Servicing Agreement shall be in the form approved by Buyer, and (ii) in all cases where Xxxxx Fargo Bank, National Association is the Servicer, the related Servicing Agreement shall be in the form attached hereto as Exhibit G.. (b) Unless they have previously done so, contemporaneously Contemporaneously with the execution of this the Repurchase Agreement on the Closing Date, Buyer will enter into, and cause each Servicer to enter into, a the Servicing AgreementAgreement and sign and return the Servicer Notice. Each Servicing Agreement, where the Servicer is not Buyer or an Affiliate of Buyer, Agreement shall automatically terminate on the 30th day following its execution and at the end of each thirty (30) day period thereafter thereafter, unless, in each case, Buyer shall agree, by prior written notice to the related Servicer to be delivered on or before the Remittance Date immediately preceding each such scheduled termination date, to extend the termination date an additional thirty (30) days, which extension notice may be provided by email. Neither Seller nor the related Servicer may assign its rights or obligations under the related Servicing Agreement without the prior written consent of Buyer. (c) Seller shall not and shall not direct or otherwise permit any Servicer to (i) make any Material Modification without the prior written consent of Buyer or (ii) take any action which would result in a violation of the obligations of any Person under the related Servicing Agreement, this the Repurchase Agreement or any other Repurchase Document, or which would otherwise be inconsistent with the rights of Buyer under the Repurchase Documents. Buyer, as owner of the Purchased Assets, shall own all related servicing and voting rights and, as owner, shall act as servicer with respect to the Purchased Assets, subject to an interim revocable option from Buyer in favor of Seller, which is hereby granted, Seller to direct each related Servicer, so long as no Default or Event of Default has occurred and is continuing; provided, however, that Seller cannot give any direction or take any action that could materially adversely affect the value or collectability of any amounts due with respect to the Purchased Assets without the consent of Buyer. Such revocable option is not evidence of any ownership or other interest or right of Seller in any Purchased Asset. (d) The servicing fee payable to each Servicer shall be payable as a servicing fee in accordance with this the Repurchase Agreement and each Servicing Agreement, including without limitation pursuant to priority fourth of Section 5.02 or priority third of Section 5.035.04, as applicable. (e) Upon the occurrence and during the continuance of an Event of Default under this the Repurchase Agreement, in addition to all of the other rights and remedies of Buyer and each related Servicer under each Servicing Agreement, this the Repurchase Agreement and the other Repurchase Documents (and in addition to the provisions of each Servicing Agreement providing for termination of each such Servicing Agreement pursuant to its terms), (i) for the avoidance of doubt, the right, if any, of each Servicer to direct the servicing of the Purchased Assets shall immediately and automatically cease to exist, and (ii) for each Servicing Agreement where Servicer is not either Buyer or one of its Affiliates, Buyer each Servicer may at any time terminate the related Servicing Agreement immediately upon the delivery of a written termination notice from either Buyer or the related Servicer to Seller. Seller shall pay all expenses associated with any such termination, including without limitation any fees and expenses required in connection with the transfer of servicing to the related Servicer and/or a replacement Servicer.

Servicing Rights. Xxxxx is the owner of all Servicing Rights. Without limiting the generality of the foregoing, (a) The Buyer shall have be the right to hire servicer or otherwise engage any Person to service or sub-service all or part of the Purchased Assets, provided, however, (except when an Event of Default has occurred and is continuing) Seller may designate one or more Servicers to be selected by Buyer, so long as each such Servicer is reasonably acceptable to Buyer, and each such Person shall have only such servicing obligations successor servicer with respect to such Purchased Assets all Non-MH Servicing Rights under each Non-MH Servicing Contract and the Buyer shall be recognized as are approved by Buyer. Notwithstanding the preceding sentenceservicer or successor servicer with respect to all Non-MH Servicing Rights under each Non-MH Servicing Contract, Xxxxx agrees with Xxxxxx as follows and any servicing fees or reimbursement for servicer advances shall be of the priority accorded to a successor servicer in the cash flow waterfall with respect to the servicing of Securitization covered by such Non-MH Servicing Contract, in each case as evidenced by the Purchased Assets: (a) Each Servicer shall service the Purchased Assets on behalf of Buyer. Each Servicing Agreement shall contain provisions which are consistent with this Article 17 and must otherwise be in form and substance satisfactory to Buyer, it being understood that (i) in all cases where an Affiliate of Seller is the Servicer, the related Servicing Agreement shall be in the form approved by Buyer, and (ii) in all cases where Xxxxx Fargo Bank, National Association is the Servicer, the related Servicing Agreement shall be in the form attached hereto as Exhibit G.Sale Order. (b) Unless they have previously done soThe Buyer shall be the servicer or successor servicer with respect to all MH Servicing Rights under each MH Servicing Contract and the Buyer shall be recognized as the servicer or successor servicer with respect to all MH Servicing Rights under each MH Servicing Contract, contemporaneously any servicing fees shall be senior in the cash flow waterfall with respect to the execution Securitization covered by such MH Servicing Contract (except in the case of this Agreement the securitization trusts set forth on Exhibit E for which P&I insurance is in force, in which cases, the Closing Date, Buyer Revised Monthly Servicing Fee (as defined in the 9019 Order) will enter into, be paid in the highest priority that will not adversely affect the continuation in force of such insurance) and cause each Servicer to enter into, a Servicing any reimbursement for servicer advances shall be as set forth in the Consent Agreement. Each Servicing Agreement, where the Servicer is not Buyer or an Affiliate of Buyer, shall automatically terminate on the 30th day following its execution and at the end of each thirty (30) day period thereafter unless, in each casecase as evidenced by (x) the Sale Order, (y) the 9019 Order, and (z) a Consent Agreement which is in full force and effect and the conditions precedent of which shall have been satisfied or waived by the parties thereto as of the Closing Date (provided that if a Consent Agreement is not entered into or does not remain in full force and effect, the Buyer shall agree, by prior written notice to be satisfied that the related Servicer to be delivered on foregoing orders or before the Remittance Date immediately preceding each such scheduled termination date, to extend the termination date an additional thirty (30) days, which extension notice other arrangements as may be provided by email. Neither Seller nor in effect are sufficient to provide the related Servicer may assign its rights or obligations under Buyer with the related Servicing Agreement without the prior written consent of Buyerforegoing rights). (c) Seller The servicing fees under each MH Servicing Contract shall not and have been increased to 125 basis points (or such other amount as shall not direct or otherwise permit any Servicer to (i) make any Material Modification without the prior written consent of Buyer or (ii) take any action which would result be provided in a violation Consent Agreement which is in full force and effect) and such increase shall have been confirmed by a Final Order of the obligations of any Person under the related Servicing Agreement, this Agreement or any other Repurchase Document, or which would otherwise be inconsistent with the rights of Buyer under the Repurchase Documents. Buyer, as owner of the Purchased Assets, shall own all related servicing and voting rights and, as owner, shall act as servicer with respect to the Purchased Assets, subject to an interim revocable option from Buyer in favor of Seller, which is hereby granted, to direct each related Servicer, so long as no Default or Event of Default has occurred and is continuing; provided, however, that Seller cannot give any direction or take any action that could materially adversely affect the value or collectability of any amounts due with respect to the Purchased Assets without the consent of Buyer. Such revocable option is not evidence of any ownership or other interest or right of Seller in any Purchased AssetBankruptcy Court. (d) The servicing fee payable to each Servicer shall be payable as a servicing fee in accordance with this Agreement and each Servicing Agreement, including without limitation pursuant to priority fourth of Section 5.02 or priority third of Section 5.03, as applicable. (e) Upon the occurrence and during the continuance of an Event of Default under this Agreement, in addition to all of the other rights and remedies of Buyer and each related Servicer under each Servicing Agreement, this Agreement and the other Repurchase Documents (and in addition to the provisions of each Servicing Agreement providing for termination of each such Servicing Agreement pursuant to its terms), (i) for the avoidance of doubt, the right, if any, of each Servicer to direct the servicing of the Purchased Assets shall immediately and automatically cease to exist, and (ii) for each Servicing Agreement where Servicer is not Buyer or one of its Affiliates, Buyer may at any time terminate the related Servicing Agreement immediately upon the delivery of a written termination notice from either Buyer or the related Servicer to Seller. Seller shall pay all expenses associated with any such termination, including without limitation any fees and expenses required in connection with the transfer of servicing to the related Servicer and/or a replacement Servicer.

Servicing Rights. Xxxxx is the owner of all Servicing Rights. Without limiting the generality of the foregoing, Buyer shall have the right to hire or otherwise engage any Person to service or sub-service all or part of the Purchased Assets, provided, however, (except when an Provided that no Event of Default or Potential Default has occurred and is continuing, Borrower shall be entitled to service, receive and collect directly all sums payable in respect of the Pledged Mortgage Loans, except (a) Seller may designate one amounts payable to Borrower for the purchase by any Investor under a Purchase Commitment of any Pledged Mortgage Loans that are funded in whole or more Servicers in part with the proceeds of any Advance, which amounts shall be paid directly to be selected by BuyerLender, so long or (b) as each such Servicer is reasonably acceptable to Buyer, and each such Person shall have only such servicing obligations with respect to such Purchased Assets as are approved by Buyerotherwise set forth in the Commitment Letter. Notwithstanding the preceding sentenceforegoing. Lender shall be entitled to service, Xxxxx agrees with Xxxxxx receive and collect all sums payable in respect of all the Pledged Mortgage Loans following the occurrence of any Event of Default or Potential Default for a specific Pledged Mortgage Loan if such Pledged Mortgage Loan is deemed to be a Noncompliant Mortgage Loan or Defective Mortgage Loan. In such cases (a) Lender may, in its own name or in the name of Borrower or otherwise, demand, sxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for the Pledged Mortgage Loan(s), but shall be under no obligation to do so; (b) Borrower shall, if Lender so requests, pay to Lender all amounts received by Borrower upon or in respect of the Pledged Mortgage Loan(s) or other Collateral, advising Lender as follows with respect to the source of such funds; and (c) all amounts so received and collected by Lender shall be held by it as part of the Collateral. If Lender assumes the servicing of the Purchased Assets: (a) Each Servicer shall service the Purchased Assets on behalf of Buyer. Each Servicing Agreement shall contain provisions which are consistent with this Article 17 and must otherwise be in form and substance satisfactory to Buyer, it being understood that (i) in all cases where an Affiliate of Seller is the Servicer, the related Servicing Agreement shall be in the form approved by Buyer, and (ii) in all cases where Xxxxx Fargo Bank, National Association is the Servicer, the related Servicing Agreement shall be in the form attached hereto as Exhibit G. (b) Unless they have previously done so, contemporaneously with the execution of this Agreement on the Closing Date, Buyer will enter into, and cause each Servicer to enter into, a Servicing Agreement. Each Servicing Agreement, where the Servicer is not Buyer or an Affiliate of Buyer, shall automatically terminate on the 30th day following its execution and at the end of each thirty (30) day period thereafter unless, in each case, Buyer shall agree, by prior written notice to the related Servicer to be delivered on or before the Remittance Date immediately preceding each such scheduled termination date, to extend the termination date an additional thirty (30) days, which extension notice may be provided by email. Neither Seller nor the related Servicer may assign its rights or obligations under the related Servicing Agreement without the prior written consent of Buyer. (c) Seller shall not and shall not direct or otherwise permit any Servicer to (i) make any Material Modification without the prior written consent of Buyer or (ii) take any action which would result in a violation part of the obligations of any Person under the related Servicing AgreementPledged Mortgage Loans, this Agreement Borrower agrees to cooperate with Lender and do or any other Repurchase Document, accomplish all acts or which would otherwise be inconsistent with the rights of Buyer under the Repurchase Documents. Buyer, as owner of the Purchased Assets, shall own all related servicing and voting rights and, as owner, shall act as servicer with respect things necessary to the Purchased Assets, subject to an interim revocable option from Buyer in favor of Seller, which is hereby granted, to direct each related Servicer, so long as no Default or Event of Default has occurred and is continuing; provided, however, that Seller cannot give any direction or take any action that could materially adversely affect the value or collectability of any amounts due with respect to the Purchased Assets without the consent of Buyer. Such revocable option is not evidence of any ownership or other interest or right of Seller in any Purchased Asset. (d) The servicing fee payable to each Servicer shall be payable as a servicing fee in accordance with this Agreement and each Servicing Agreement, including without limitation pursuant to priority fourth of Section 5.02 or priority third of Section 5.03, as applicable. (e) Upon the occurrence and during the continuance of an Event of Default under this Agreement, in addition to all of the other rights and remedies of Buyer and each related Servicer under each Servicing Agreement, this Agreement and the other Repurchase Documents (and in addition to the provisions of each Servicing Agreement providing for termination of each such Servicing Agreement pursuant to its terms), (i) for the avoidance of doubt, the right, if any, of each Servicer to direct the servicing of the Purchased Assets shall immediately and automatically cease to exist, and (ii) for each Servicing Agreement where Servicer is not Buyer or one of its Affiliates, Buyer may at any time terminate the related Servicing Agreement immediately upon the delivery of a written termination notice from either Buyer or the related Servicer to Seller. Seller shall pay all expenses associated with any such termination, including without limitation any fees and expenses required in connection with effect the transfer of the servicing to the related Servicer and/or a replacement ServicerLender, at Borrower’s sole expense, and to pay Lender twenty dollars ($20.00) per month, or portion thereof, for each Pledged Mortgage Loan serviced by Lender.

Servicing Rights. Xxxxx Buyer is the owner of all Servicing Rights. Without limiting the generality of the foregoing, Buyer Buyer, subject to the terms and conditions hereof, shall at all times have the right to hire or otherwise engage any Person (including Buyer) at Seller’s expense to service or sub-service all or part of the Purchased Assets, ; provided, however, (except when an that if Buyer decides that a Person other than Buyer is to act as Servicer, so long as no Default or Event of Default has occurred and is continuing) Seller may designate one or more Servicers to be , any successor Servicer selected by Buyer, so long as each and the replacement Servicing Agreement with respect thereto, shall be subject to the consent of Seller (such Servicer is reasonably acceptable consent to Buyernot be unreasonably withheld, conditioned or delayed) pursuant to a Servicing Agreement approved by Buyer in its discretion, and each such Person shall have only such servicing obligations with respect to such Purchased Assets as are approved expressly designated by BuyerBuyer in the Servicing Agreement. Notwithstanding the preceding sentence, Xxxxx Buyer agrees with Xxxxxx Seller as follows with respect to the servicing of the Purchased Assets: (a) Each Servicer shall service the Purchased Assets on behalf of BuyerBuyer in accordance with Accepted Servicing Practices, this Agreement and the Servicing Agreement; provided, however, in the event of a conflict between this Agreement and the Servicing Agreement, this Agreement shall control. Each Servicing Agreement and Sub-Servicing Agreement (including after giving effect to any applicable Servicer Acknowledgement Agreement with respect to such Servicing Agreement or Sub-Servicing Agreement, as applicable) shall contain provisions which are consistent with this Article 17 and must otherwise be in form and substance reasonably satisfactory to Buyer, it being understood that (i) in all cases where an Affiliate of Seller is the Servicer, the related Servicing Agreement shall be in the form approved by Buyer, and (ii) in all cases where Xxxxx Fargo Bank, National Association is the Servicer, the related Servicing Agreement shall be in the form attached hereto as Exhibit G.. (b) Unless they have previously done so, contemporaneously with No Person other than a Servicer and Sub-Servicer approved by Buyer shall assume the execution obligation to service a Purchased Asset as Servicer or successor to any Servicer or Sub-Servicer. As of this Agreement on the Closing Date, Buyer will enter intoappoint Trimont to act as Servicer in accordance with the terms of the Servicing Agreement and this Article 17. In the event Xxxxx is no longer acting as Servicer and Buyer appoints a successor, and cause each the appointment of the successor Servicer to enter into, a Servicing Agreement. Each Servicing Agreement, where the Servicer is not Buyer or an Affiliate of Buyer, shall automatically terminate thirty (30) calendar days following the date on the 30th day following its execution which such successor Servicer is appointed and at the end of each thirty (30) day period thereafter unless, in each case, Buyer shall agree, by prior written notice to the related Servicer to be delivered on or before the Remittance Date immediately preceding each such scheduled termination dateSeller and Servicer, to extend the termination date Servicer’s appointment for an additional thirty (30) dayscalendar day period, which extension notice may shall be delivered as part of the monthly remittance instructions from Buyer. In the event Buyer does not extend the successor CHAR1\1716309v16 Servicer’s appointment as Servicer or any Servicer is otherwise terminated in accordance with this Agreement or the applicable Servicing Agreement, all rights of the Servicer to service the Purchased Assets shall cease. If Buyer selects any Person other than Buyer or an Affiliate of Buyer as Servicer, the Servicing Agreement must be approved by Buyer in its discretion and Seller shall deliver to Buyer an executed copy of such Servicing Agreement. Seller hereby irrevocably assigns to Buyer all of Seller’s right, title and interest in, to and under each Servicing Agreement and Sub-Servicing Agreement. (c) Seller, at all times that Xxxxx is not the Servicer, shall direct Servicer and Sub-Servicer to service the Purchased Assets in accordance with Accepted Servicing Practices and comply with all of Servicer’s and Sub-Servicer’s obligations under the Servicing Agreement, the Sub-Servicing Agreement and this Agreement, including, without limitation, (i) the obligations to provide such reports and information with respect to the Purchased Assets as required by the terms of the Servicing Agreement, this Agreement or as otherwise requested by Buyer (including, but not limited to, delivery at least two (2) Business Days prior to each Remittance Date of a monthly remittance report containing servicing information, including those fields reasonably requested by Buyer from time to time, on an asset by asset basis and in the aggregate, with respect to the Purchased Assets serviced by Servicer for the month (or portion thereof) before the date of such report), (ii) the obligation to deposit and direct the deposit of all Income with respect to the Purchased Assets initially to the General Servicing Account or the Servicer Account (or, to the extent specified in Section 8.09 or as otherwise expressly provided in the Repurchase Documents, the Waterfall Account), and (iii) the obligation to remit Income collected with respect to the Purchased Assets to the Waterfall Account within the time period required by emailthis Agreement. Neither Seller nor the related None of Seller, Servicer or Sub-Servicer may assign its rights or delegate its duties and obligations under the related Servicing Agreement or Sub-Servicing Agreement, as applicable, without the prior written consent of Buyer in its discretion. (d) Seller shall not, and shall not direct or permit Servicer or Sub-Servicer to, (i) take any Material Action without the prior written consent of Buyer. (c) Seller ; provided that Buyer shall act reasonably in considering such consent, and provided further that Buyer’s consent shall not and shall not direct be required for Material Actions that are expressly required under the terms of the Mortgage Loan Documents without any right of consent or otherwise permit any Servicer to (i) make any Material Modification without approval by the prior written consent holder of Buyer a Purchased Asset or are required by Requirements of Law, (ii) take any action which would result in a violation of the obligations of any Person under the related Servicing Agreement, the Sub-Servicing Agreement, this Agreement or any other Repurchase Document, or which would otherwise be inconsistent with the rights of Buyer under the Repurchase DocumentsDocuments or (iii) take any actions with respect to the Purchased Assets after the occurrence of a Servicer Event of Default, Default or Event of Default without the prior written consent of Buyer. Seller shall be permitted to make decisions and direct Servicer with respect to any action with respect to the Purchased Assets other than any Material Action without Buyer’s consent provided that, at the time of such decisions, there is no existing Servicer Event of Default, Default or Event of Default and Seller provides Buyer with documentation thereof in connection with any such decisions. CHAR1\1716309v16 (e) The Servicing Fees payable to Servicer and the Sub-Servicing Fees payable to Sub-Servicer under the Servicing Agreement and Sub-Servicing Agreement, respectively, shall be payable by Seller and/or Servicer, as owner applicable, in accordance with the terms of the Servicing Agreement and Sub-Servicing Agreement. Seller shall be solely responsible for the payment of all Servicing Fees of Servicer and Seller and/or Servicer shall be solely responsible for payment all Sub-Servicing Fees of Sub-Servicer and shall indemnify and hold Buyer harmless for the amount of such Servicing Fees and Sub-Servicing Fees. Unless the Servicer is Xxxxx, at no time may Servicer or Sub-Servicer receive or otherwise retain any Income (or withhold or net out amounts from funds related to the Purchased AssetsAssets on deposit in the General Servicing Account or the Servicer Account) in payment of such Servicing Fees or Sub-Servicing Fees or make a claim against Buyer for the payment of such Servicing Fees or Sub-Servicing Fees; provided, shall own all related servicing and voting rights andhowever, that Trimont may net out its “Servicing Fees” (as owner, shall act as servicer such term is defined in the Trimont Servicing Agreement) only with respect to the Purchased Assets, subject but in no event shall Trimont be permitted to an interim revocable option from Buyer net out any “Servicing Expenses”, “Additional Expenses”, “Additional Services Fees” or “Non-Preforming Loan Fees” (as each such term is defined in favor of Seller, which is hereby granted, to direct each the Trimont Servicing Agreement) related Servicer, so long as no Default or Event of Default has occurred and is continuing; provided, however, that Seller cannot give any direction or take any action that could materially adversely affect the value or collectability of any amounts due with respect to the Purchased Assets without Assets. Seller agrees that all other Trimont Servicing Expenses, Additional Expenses, Additional Servicing Fees, Non-Performing Loan Fees and any other fees and expense under the consent of Buyer. Such revocable option is not evidence of any ownership or other interest or right of Seller Trimont Servicing Agreement shall be paid in any Purchased Assetaccordance with Article 5 hereof. (d) The servicing fee payable to each Servicer shall be payable as a servicing fee in accordance with this Agreement and each Servicing Agreement, including without limitation pursuant to priority fourth of Section 5.02 or priority third of Section 5.03, as applicable. (ef) Upon the occurrence and during the continuance of an a Servicer Event of Default, Default under this Agreementor Event of Default, in addition to all of the other rights and remedies of Buyer and each related Servicer under each the Servicing Agreement, this Agreement and the other Repurchase Documents (and in addition to the provisions of each the Servicing Agreement providing for termination of each such Servicing Agreement Servicer thereunder pursuant to its terms), (i) for the avoidance of doubt, the right, if any, of each Seller, Servicer and/or Sub-Servicer to direct the servicing of and make any decisions with respect to the Purchased Assets shall immediately and automatically cease to exist, and (ii) for each Servicing Agreement where Servicer is not Buyer or one of its Affiliates, Buyer Seller (at Buyer’s request) may at any time terminate the related Servicing Agreement Servicer immediately upon the delivery of a written termination notice from either Buyer or Seller to Servicer, and (iii) Buyer shall have the related Servicer right to Sellertransfer servicing of the Purchased Assets to Buyer or its designee. Seller shall pay all actual expenses associated with any such termination, including including, without limitation limitation, any accrued fees and expenses and any early termination fees and expenses required in connection with the termination of the Servicing Agreement and Sub-Servicing Agreement and the transfer of servicing to a successor Servicer. The rights of any Sub-Servicer to service the Purchased Assets in accordance with the Sub-Servicing Agreement shall cease automatically when the Servicer is terminated or, as applicable, its appointment is not extended by Buyer. Buyer shall have no liability to any Servicer or Sub-Servicer and Seller shall indemnify and hold Buyer harmless from any claims of or liability to any Servicer or Sub-Servicer. (g) Unless Servicer is Xxxxx or Trimont, except as expressly permitted in this Agreement with respect to the Servicer Account and Servicer’s possession and disbursement of escrow and reserve funds related to Purchased Assets in accordance with this Agreement, the related Mortgage Loan Documents and Requirements of Law, neither Servicer nor Sub-Servicer shall be permitted to hold, receive or disburse any reserves, CHAR1\1716309v16 accounts, escrows and the like for any Purchased Asset or hold, receive or disburse any Income from any Purchased Asset. To the extent Servicer is permitted (but in no event shall a Sub-Servicer be permitted) to receive, hold or disburse any Income, escrows or reserves, Servicer shall hold all such funds related to the Purchased Assets in deposit accounts for the benefit of Buyer at institutions acceptable to Buyer and such accounts shall be subject to a control agreement in favor of Buyer. Servicer shall hold and disburse all escrow and reserve funds in accordance with the terms of this Agreement, the Servicing Agreement, the related Mortgage Loan Documents and Requirements of Law. All escrow and reserve payments related to the Purchased Assets shall be held in the Escrow Account or a subaccount of the Servicer Account. Unless Xxxxx or Trimont is acting as Servicer, Buyer shall have sole dominion and control (including, without limitation, “control” within the meaning of Section 9-104(a) of the UCC) over the Escrow Account. Neither Seller, Servicer nor any Person claiming through or under Seller or Servicer shall have any claim to or interest in the Escrow Account; provided, however, prior to the occurrence of a Default, Event of Default or Servicer Event of Default, Servicer shall have access to the funds on deposit in the Escrow Account and shall distribute them in accordance with the terms of this Agreement and the Servicing Agreement. Within one (1) Business Day of the date funds in the Escrow Account or any escrow or reserve funds related to the Purchased Assets become Income, Seller and/or Servicer shall cause such Income to be deposited into the Servicer Account. Within two (2) Business Days of the Servicer’s termination or non-renewal as Servicer under the Servicing Agreement or upon the occurrence of a Servicer Event of Default or immediately upon the occurrence of a Default or an Event of Default, Servicer and/or a replacement ServicerSeller shall turn over to Buyer or its designee all Income, escrow and reserve funds held by Seller or Servicer related to the Purchased Assets in the General Servicing Account, the Servicer Account, the Escrow Account or otherwise.

Servicing Rights. Xxxxx Buyer is the owner of all Servicing Rights. Without limiting the generality of the foregoing, Buyer shall have the right to hire or otherwise engage any Person to service or sub-service all or part of the Purchased Assets, provided, however, (except when an that if any other Person other than Buyer is to act as Interim Servicer at any time prior to a Default or Event of Default has occurred and is continuing) Default, Seller may designate one or more Servicers select a successor servicer to be selected by Buyer, so long as each such Servicer successor servicer is reasonably acceptable to Buyer, and each such Person shall have only such servicing obligations with respect to such Purchased Assets as are approved designated by Buyer. Notwithstanding the preceding sentence, Xxxxx Buyer agrees with Xxxxxx Seller as follows with respect to the servicing of the Purchased Assets: (a) Each Interim Servicer shall service the Purchased Assets on behalf of BuyerBuyer in accordance with Accepted Servicing Practices. Each So long as Interim Servicer is an Affiliate of Seller, Interim Servicer shall service using its customary servicing platform and procedures, subject to the terms of the Servicing Agreement and the related cash management agreement, each of which shall contain provisions which are consistent with this Article 17 and must otherwise be in form and substance satisfactory mutually acceptable to Buyer, it being understood that (i) in all cases where an Affiliate of Seller is the and Interim Servicer, the related Servicing Agreement shall be in the form approved by Buyer, and (ii) in all cases where Xxxxx Fargo Bank, National Association is the Servicer, the related Servicing Agreement shall be in the form attached hereto as Exhibit G.. (b) Unless they have previously done so, contemporaneously Contemporaneously with the execution of this the Repurchase Agreement on the Closing Date, Buyer will enter into, and cause each Interim Servicer to enter into, a the Servicing Agreement and Seller will enter into, the Servicing Agreement. Each The Servicing Agreement, where the Servicer is not Buyer or an Affiliate of Buyer, Agreement shall automatically terminate on the 30th last day of the first full calendar month following its execution and at the end Closing Date, unless terminated sooner pursuant to Section 17.04. To the extent Buyer desires to renew the appointment of each thirty (30) day period thereafter unlessInterim Servicer, in each caseconnection with its delivery of a statement of Price Differential due on the following Remittance Date, Buyer shall agree, by prior written deliver notice to Seller and Interim Servicer of its intent to renew the related appointment of Interim Servicer for an additional thirty-day period, provided, if Buyer fails to be delivered deliver such notice, Seller shall have the right to request that Buyer deliver such notice on or before the Remittance Date immediately preceding each Date. In the event Buyer fails to renew Interim Servicer's appointment as Interim Servicer, Buyer shall appoint a successor servicer (which successor servicer shall be Xxxxx Fargo Bank, N.A. or such scheduled termination dateother successor to whom, so long as no default or Event of Default has occurred and is continuing, Seller has provided its consent, such consent not to extend be unreasonably withheld, conditioned or delayed). Any such successor servicer shall be entitled to fees and other servicing compensation as agreed by such successor servicer, Buyer and, so long as no default or Event of Default has occurred and is continuing, Seller. During such time as the termination date an additional thirty appointment of Interim Servicer has expired and prior to the appointment of any successor servicer, Interim Servicer shall continue to service the Purchased Assets in accordance with the terms of the Servicing Agreement and shall cooperate with the transition of servicing to the successor servicer. (30c) daysSeller shall provide all information regarding Interim Servicer requested by Buyer and otherwise cooperate in connection with Buyer's due diligence regarding Interim Servicer, which extension notice may due diligence with respect to information provided prior to the Closing Date shall be provided completed by emailBuyer on or before the Closing Date. Seller shall cause Interim Servicer to comply with all of Interim Servicer's obligations under the Servicing Agreement. Neither Seller nor the related Interim Servicer may assign its rights or obligations under the related Servicing Agreement without the prior written consent of Buyer. (cd) The Servicing Agreement shall grant Seller the right, so long as no Default or Event of Default has occurred and is continuing, to direct Interim Servicer with respect to modifications, waivers, consents and other actions related to the Purchased Assets; provided, however, that Seller shall not and shall not direct or otherwise permit any Interim Servicer to (i) make any Material Modification without the prior written consent of Buyer (such consent to be given or withheld in Buyer's commercially reasonable discretion), or (ii) take any action which would result in a violation of the obligations of any Person under the related Servicing Agreement, this the Repurchase Agreement or any other Repurchase Document, or which would otherwise be inconsistent with the rights of Buyer under the Repurchase Documents. Buyer, as owner of the Purchased Assets, shall own all related servicing and voting rights and, as owner, shall act as servicer Interim Servicer with respect to the Purchased Assets, subject to an interim revocable option from Buyer in favor of Seller, which is hereby granted, Seller to direct each related Interim Servicer, so long as no Default or Event of Default has occurred and is continuing; provided, however, that Seller cannot give any direction or take any action that could materially adversely affect the value or collectability of any amounts due with respect to the Purchased Assets without the consent of Buyer, such consent to be given or withheld by Buyers. Such revocable option is not evidence of any ownership or other interest or right of Seller in any Purchased Asset. (de) The servicing fee payable to each Interim Servicer shall be payable as a servicing fee in accordance with this the Repurchase Agreement and each the Servicing Agreement, including without limitation pursuant to priority fourth first of Section 5.02 of the Repurchase Agreement or priority third first of Section 5.035.03 of the Repurchase Agreement, as applicable. (e) Upon the occurrence and during the continuance of an Event of Default under this Agreement, in addition to all of the other rights and remedies of Buyer and each related Servicer under each Servicing Agreement, this Agreement and the other Repurchase Documents (and in addition to the provisions of each Servicing Agreement providing for termination of each such Servicing Agreement pursuant to its terms), (i) for the avoidance of doubt, the right, if any, of each Servicer to direct the servicing of the Purchased Assets shall immediately and automatically cease to exist, and (ii) for each Servicing Agreement where Servicer is not Buyer or one of its Affiliates, Buyer may at any time terminate the related Servicing Agreement immediately upon the delivery of a written termination notice from either Buyer or the related Servicer to Seller. Seller shall pay be solely responsible for the payment, from Seller's own funds, of all expenses associated with any such termination, including without limitation any fees and expenses required in connection with of the transfer of Interim Servicer, which shall not be payable as a servicing to fee by Interim Servicer or otherwise under the related Servicer and/or a replacement ServicerRepurchase Agreement or the Servicing Agreement.

Servicing Rights. Xxxxx Buyer is the owner of all Servicing Rights. Without limiting the generality of the foregoing, Buyer shall have the right to hire or otherwise engage any Person to service or sub-service all or part of the Purchased Assets, provided, however, (except when an that if any other Person other than Buyer is to act as Interim Servicer at any time prior to a Default or Event of Default has occurred and is continuing) Seller Default, Sellers may designate one or more Servicers select a successor servicer to be selected by Buyer, so long as each such Servicer successor servicer is reasonably acceptable to Buyer, and each such Person shall have only such servicing obligations with respect to such Purchased Assets as are approved designated by Buyer. Notwithstanding the preceding sentence, Xxxxx Buyer agrees with Xxxxxx Sellers as follows with respect to the servicing of the Purchased Assets: (a) Each Interim Servicer shall service the Purchased Assets on behalf of BuyerBuyer in accordance with Accepted Servicing Practices. Each So long as Interim Servicer is an Affiliate of Sellers, Interim Servicer shall service using its customary servicing platform and procedures, subject to the terms of the Servicing Agreement and the related cash management agreement, each of which shall contain provisions which are consistent with this Article 17 and must otherwise be in form and substance satisfactory mutually acceptable to Buyer, it being understood that (i) in all cases where an Affiliate of Seller is the Sellers and Interim Servicer, the related Servicing Agreement shall be in the form approved by Buyer, and (ii) in all cases where Xxxxx Fargo Bank, National Association is the Servicer, the related Servicing Agreement shall be in the form attached hereto as Exhibit G.. (b) Unless they have previously done so, Prior to or contemporaneously with the execution of this the Repurchase Agreement on the Closing Date, Buyer will enter into, and cause each Interim Servicer to enter into, a the Servicing Agreement and Sellers will enter into, the Servicing Agreement. Each The Servicing Agreement, where the Servicer is not Buyer or an Affiliate of Buyer, Agreement shall automatically terminate on the 30th last day of the first full calendar month following its execution and at the end Closing Date, unless terminated sooner pursuant to Section 17.04. To the extent Buyer desires to renew the appointment of each thirty (30) day period thereafter unlessInterim Servicer, in each caseconnection with its delivery of a statement of Price Differential due on the following Remittance Date, Buyer shall agree, by prior written deliver notice to Sellers and Interim Servicer of its intent to renew the related appointment of Interim Servicer for an additional thirty-day period, provided, if Buyer fails to be delivered deliver such notice, Sellers shall have the right to request that Buyer deliver such notice on or before the Remittance Date immediately preceding each Date. In the event Buyer fails to renew Interim Servicer’s appointment as Interim Servicer, Buyer shall appoint a successor servicer (which successor servicer shall be Xxxxx Fargo Bank, N.A. or such scheduled termination dateother successor to whom, so long as no default or Event of Default has occurred and is continuing, Sellers have provided their consent, such consent not to extend be unreasonably withheld, conditioned or delayed). Any such successor servicer shall be entitled to fees and other servicing compensation as agreed by such successor servicer, Buyer and, so long as no default or Event of Default has occurred and is continuing, Sellers. During such time as the termination date an additional thirty appointment of Interim Servicer has expired and prior to the appointment of any successor servicer, Interim Servicer shall continue to service the Purchased Assets in accordance with the terms of the Servicing Agreement and shall cooperate with the transition of servicing to the successor servicer. (30c) daysEach Seller shall provide all information regarding Interim Servicer requested by Buyer and otherwise cooperate in connection with Buyer’s due diligence regarding Interim Servicer, which extension notice may due diligence with respect to information provided prior to the Closing Date shall be provided completed by emailBuyer on or before the Closing Date. Seller shall cause Interim Servicer to comply with all of Interim Servicer’s obligations under the Servicing Agreement. Neither Seller nor the related Interim Servicer may assign its rights or obligations under the related Servicing Agreement without the prior written consent of Buyer. (cd) Seller The Servicing Agreement shall xxxxx Xxxxxxx the right, so long as no Default or Event of Default has occurred and is continuing, to direct Interim Servicer with respect to modifications, waivers, consents and other actions related to the Purchased Assets; provided, however, that Sellers shall not and shall not direct or otherwise permit any Interim Servicer to (i) make any Material Modification without the prior written consent of Buyer (such consent to be given or withheld in Buyer’s commercially reasonable discretion), or (ii) take any action which would result in a violation of the obligations of any Person under the related Servicing Agreement, this the Repurchase Agreement or any other Repurchase Document, or which would otherwise be inconsistent with the rights of Buyer under the Repurchase Documents. Buyer, as owner of the Purchased Assets, shall own all related servicing and voting rights and, as owner, shall act as servicer Interim Servicer with respect to the Purchased Assets, subject to an interim revocable option from Buyer in favor of Seller, which is hereby granted, Sellers to direct each related Interim Servicer, so long as no Default or Event of Default has occurred and is continuing; provided, however, that Seller Sellers cannot give any direction or take any action that could materially adversely affect the value or collectability of any amounts due with respect to the Purchased Assets without the consent of Buyer, such consent to be given or withheld by Buyers. Such revocable option is not evidence of any ownership or other interest or right of any Seller in any Purchased Asset. (de) The servicing fee payable to each Interim Servicer shall be payable as a servicing fee in accordance with this the Repurchase Agreement and each the Servicing Agreement, including without limitation pursuant to priority fourth first of Section 5.02 of the Repurchase Agreement or priority third first of Section 5.035.03 of the Repurchase Agreement, as applicable. (e) Upon the occurrence and during the continuance of an Event of Default under this Agreement, in addition to all of the other rights and remedies of Buyer and each related Servicer under each Servicing Agreement, this Agreement and the other Repurchase Documents (and in addition to the provisions of each Servicing Agreement providing for termination of each such Servicing Agreement pursuant to its terms), (i) . Each Seller shall be solely responsible for the avoidance of doubtpayment, the right, if anyfrom such Seller’s own funds, of each Servicer to direct the servicing of the Purchased Assets shall immediately and automatically cease to exist, and (ii) for each Servicing Agreement where Servicer is not Buyer or one of its Affiliates, Buyer may at any time terminate the related Servicing Agreement immediately upon the delivery of a written termination notice from either Buyer or the related Servicer to Seller. Seller shall pay all expenses associated with any such termination, including without limitation any fees and expenses required in connection with of the transfer of Interim Servicer, which shall not be payable as a servicing to fee by Interim Servicer or otherwise under the related Servicer and/or a replacement ServicerRepurchase Agreement or the Servicing Agreement.

Servicing Rights. Xxxxx Buyer is the owner of all Servicing Rights. Without limiting the generality of the foregoing, Buyer shall have the right to hire or otherwise engage any Person to service or sub-service all or part of the Purchased Assets, provided, however, (except when that at any time prior to an Event of Default has occurred and is continuing) Default, Seller may designate one or more Servicers a Servicer to be selected by Buyer, so long as each such Servicer is reasonably acceptable to Buyer, and each such Person shall have only such servicing obligations with respect to such Purchased Assets as are approved by Buyer. As of the Closing Date, Buyer and Seller agree that the initial Servicer shall be Hanover Street Capital, LLC. Notwithstanding the preceding sentence, Xxxxx Buyer agrees with Xxxxxx Seller as follows with respect to the servicing of the Purchased Assets: (a) Each Servicer shall service the Purchased Assets on behalf of Buyer. Each Servicing Agreement shall contain provisions which are consistent with this Article 17 and must otherwise be in form and substance satisfactory to Buyer, it being understood that (i) in all cases where an Affiliate of Seller is the Servicer, the related Servicing Agreement shall be in the form approved by Buyer, and (ii) in all cases where Xxxxx Fargo Bank, National Association is the Servicer, the related Servicing Agreement shall be in the form attached hereto as Exhibit G.I. (b) Unless they have previously done so, contemporaneously Contemporaneously with the execution of this Agreement on the Closing Date, Buyer will enter into, and cause each Servicer to enter into, a the Servicing Agreement. Each Servicing Agreement, where the Servicer is not Buyer or an Affiliate of Buyer, shall automatically terminate on the 30th day following its execution and at the end of each thirty (30) day period thereafter thereafter, unless, in each case, Buyer shall agree, by prior written notice to the related Servicer to be delivered on or before the Remittance Date immediately preceding each such scheduled termination date, to extend the termination date an additional thirty (30) days, which extension notice may be provided by email. Neither Seller nor the related Servicer may assign its rights or obligations under the related Servicing Agreement without the prior written consent of Buyer. (c) Seller shall not and shall not direct or otherwise permit any Servicer to (i) make any Material Modification without the prior written consent of Buyer or (ii) take any action which would result in a violation of the obligations of any Person under the related Servicing Agreement, this Agreement or any other Repurchase Document, or which would otherwise be inconsistent with the rights of Buyer under the Repurchase Documents. Buyer, as owner of the Purchased Assets, shall own all related servicing and voting rights and, as owner, shall act as servicer with respect to the Purchased Assets, subject to an interim revocable option from Buyer in favor of Seller, which is hereby granted, to direct each related Servicer, so long as no Default or Event of Default has occurred and is continuing; provided, however, that Seller cannot give any direction or take any action that could materially adversely affect the value or collectability of any amounts due with respect to the Purchased Assets without the consent of Buyer. Such revocable option is not evidence of any ownership or other interest or right of Seller in any Purchased Asset. (d) The servicing fee payable to each Servicer shall be payable as a servicing fee in accordance with this Agreement and each Servicing Agreement, including without limitation pursuant to priority fourth of Section 5.02 or priority third of Section 5.03, as applicable. (e) Upon the occurrence and during the continuance of an Event of Default under this Agreement, in addition to all of the other rights and remedies of Buyer and each related Servicer under each Servicing Agreement, this Agreement and the other Repurchase Documents (and in addition to the provisions of each Servicing Agreement providing for termination of each such Servicing Agreement pursuant to its terms), (i) for the avoidance of doubt, the right, if any, of each Servicer to direct the servicing of the Purchased Assets shall immediately and automatically cease to exist, and (ii) for each Servicing Agreement where Servicer is not either Buyer or one of its Affiliates, Buyer each Servicer may at any time terminate the related Servicing Agreement immediately upon the delivery of a written termination notice from either Buyer or the related Servicer to Seller. Seller shall pay all expenses associated with any such termination, including without limitation any fees and expenses required in connection with the transfer of servicing to the related Servicer and/or a replacement Servicer.

Servicing Rights. Xxxxx Buyer is the owner of all Servicing Rights. Without limiting the generality of the foregoing, Buyer shall have the right to hire or otherwise engage any Person to service or sub-service all or part of the Purchased Assets, provided, however, (except when an Event of Default has occurred and is continuing) Seller may designate one or more Servicers to be selected by Buyer, so long as each such Servicer is reasonably acceptable to Buyer, and each such Person shall have only such servicing obligations with respect to such Purchased Assets as are approved by Buyer. Notwithstanding the preceding sentence, Xxxxx Buyer agrees with Xxxxxx Seller as follows with respect to the servicing of the Purchased Assets: (a) Each Servicer shall service the Purchased Assets on behalf of Buyer. Each Servicing Agreement shall contain provisions which are consistent with this Article 17 and must otherwise be in form and substance satisfactory to Buyer, it being understood that (i) in all cases where an Affiliate of Seller is the Servicer, the related Servicing Agreement shall be in the form approved by Buyer, and (ii) in all cases where Xxxxx Fargo Bank, National Association is the Servicer, the related Servicing Agreement shall be in the form attached hereto as Exhibit G. (b) Unless they have previously done so, contemporaneously with the execution of this Agreement on the Closing Date, Buyer will enter into, and cause each Servicer to enter into, a Servicing Agreement. Each Servicing Agreement, where the Servicer is not Buyer or an Affiliate of Buyer, shall automatically terminate on the 30th day following its execution and at the end of each thirty (30) day period thereafter thereafter, unless, in each case, Buyer shall agree, by prior written notice to the related Servicer to be delivered on or before the Remittance Date immediately preceding each such scheduled termination date, to extend the termination date an additional thirty (30) days, which extension notice may be provided by email. Neither Seller nor the related Servicer may assign its rights or obligations under the related Servicing Agreement without the prior written consent of Buyer. (c) Seller shall not and shall not direct or otherwise permit any Servicer to (i) make any Material Modification without the prior written consent of Buyer or (ii) take any action which would result in a violation of the obligations of any Person under the related Servicing Agreement, this Agreement or any other Repurchase Document, or which would otherwise be inconsistent with the rights of Buyer under the Repurchase Documents. Buyer, as owner of the Purchased Assets, shall own all related servicing and voting rights and, as owner, shall act as servicer with respect to the Purchased Assets, subject to an interim revocable option from Buyer in favor of Seller, which is hereby granted, to direct each related Servicer, so long as no Default or Event of Default has occurred and is continuing; provided, however, that Seller cannot give any direction or take any action that could materially adversely affect the value or collectability of any amounts due with respect to the Purchased Assets without the consent of Buyer. Such revocable option is not evidence of any ownership or other interest or right of Seller in any Purchased Asset. (d) The servicing fee payable to each Servicer shall be payable as a servicing fee in accordance with this Agreement and each Servicing Agreement, including without limitation pursuant to priority fourth of Section 5.02 or priority third of Section 5.03, as applicable. (e) Upon the occurrence and during the continuance of an Event of Default under this Agreement, in addition to all of the other rights and remedies of Buyer and each related Servicer under each Servicing Agreement, this Agreement and the other Repurchase Documents (and in addition to the provisions of each Servicing Agreement providing for termination of each such Servicing Agreement pursuant to its terms), (i) for the avoidance of doubt, the right, if any, of each Servicer to direct the servicing of the Purchased Assets shall immediately and automatically cease to exist, and (ii) for each Servicing Agreement where Servicer is not Buyer or one of its Affiliates, Buyer may at any time terminate the related Servicing Agreement immediately upon the delivery of a written termination notice from either Buyer or the related Servicer to Seller. Seller shall pay all expenses associated with any such termination, including without limitation any fees and expenses required in connection with the transfer of servicing to the related Servicer and/or a replacement Servicer.

Servicing Rights. Xxxxx Buyer is the owner of all Servicing Rights. Without limiting the generality of the foregoing, Buyer shall have the right to hire or otherwise engage any Person to service or sub-service all or part of the Purchased Assets, provided, however, (except when that at any time prior to an Event of Default has occurred and is continuing) Default, Seller may designate one or more Servicers to be selected by Buyer, so long as each such Servicer is reasonably acceptable to Buyer, and each such Person shall have only such servicing obligations with respect to such Purchased Assets as are approved by Buyer. Notwithstanding the preceding sentence, Xxxxx Buyer agrees with Xxxxxx Seller as follows with respect to the servicing of the Purchased Assets: (a) Each Servicer shall service the Purchased Assets on behalf of Buyer. Each Servicing Agreement shall contain provisions which are consistent with this Article 17 and must otherwise be in form and substance satisfactory to Buyer, it being understood that (i) in all cases where an Affiliate of Seller is the Servicer, the related Servicing Agreement shall be in the form approved by Buyer, and (ii) in all cases where Xxxxx Fargo Bank, National Association is the Servicer, the related Servicing Agreement shall be in the form attached hereto as Exhibit G.. (b) Unless they have previously done so, contemporaneously with the execution of this Agreement on the Closing Date, Buyer will enter into, and cause each Servicer to enter into, a Servicing AgreementAgreement (and a related Servicer Notice, if applicable). Each Servicing Agreement, Agreement where the Servicer is not Buyer or an Affiliate of Buyer, Buyer shall automatically terminate on the 30th day following its execution and at the end of each thirty (30) day period thereafter thereafter, unless, in each case, Buyer shall agree, by prior written notice (which may be by email) to the related Servicer to be delivered on or before the Remittance Date immediately preceding each such scheduled termination date, to extend the termination date an additional thirty (30) days, which extension notice may be provided by email. Neither Seller nor the related Servicer may assign its rights or obligations under the related Servicing Agreement without the prior written consent of Buyer. (c) Notwithstanding that Buyer owns all Servicing Rights, subject to Sections 17.01(b) and 17.01(e), Buyer hereby grants Seller, prior to the occurrence and during the continuance of an Event of Default, the right to direct each Servicer under the terms of, and in accordance with, each applicable Servicing Agreement and this Agreement (subject to Seller’s obligation to obtain Buyer’s prior consent to each Material Modification as provided in this Agreement). Notwithstanding the foregoing, Seller shall not and shall not direct or otherwise permit any Servicer to (i) make any Material Modification without the prior written consent of Buyer or (ii) take any action which would result in a violation of the obligations of any Person under the related Servicing Agreement, this Agreement or any other Repurchase Document, or which would otherwise be inconsistent with the rights of Buyer under the Repurchase Documents. Buyer, as owner of the Purchased Assets, shall own all related servicing and voting rights and, as owner, shall act as servicer with respect to the Purchased Assets, subject to an interim revocable option license from Buyer in favor of Seller, which is hereby granted, to direct each related Servicer, so long as no Default or Event of Default has occurred and is continuing; provided, however, that Seller canshall not give any direction or take any action that could materially adversely affect the value or collectability of any amounts due with respect to the Purchased Assets without the consent of Buyer. Such revocable option license is not evidence of any ownership or other interest or right of Seller in any Purchased Asset. (d) The servicing fee payable to each Servicer shall be payable as a servicing fee in accordance with this Agreement and each Servicing Agreement, including without limitation pursuant to priority fourth of Section 5.02 or priority third of Section 5.03, as applicable, but all such servicing and any applicable sub-servicing fees shall be the sole responsibility of Seller. (e) Upon the occurrence and during the continuance of an Event of Default under this Agreement, in addition to all of the other rights and remedies of Buyer and each related Servicer under each Servicing Agreement, this Agreement and the other Repurchase Documents (and in addition to the provisions of each Servicing Agreement providing for termination of each such Servicing Agreement pursuant to its terms), (i) for the avoidance of doubt, the right, if any, of each Servicer any person other than Buyer or its Affiliates to direct the servicing of the Purchased Assets shall immediately and automatically cease to exist, and (ii) for each Servicing Agreement where Servicer is not either Buyer or one of its Affiliates, Buyer each Servicer may at any time terminate the related Servicing Agreement immediately upon the delivery of a written termination notice from either Buyer or the related Servicer to Seller. Seller shall pay all expenses associated with any such termination, including without limitation any fees and expenses required in connection with the transfer of servicing to the related Servicer and/or a replacement Servicer. (f) No Servicing Agreement may be amended or modified without the prior written approval of Buyer.

Servicing Rights. Xxxxx is the owner of all Servicing Rights. Without limiting the generality of the foregoing, Buyer shall have the right to hire or otherwise engage any Person to service or sub-service all or part of the Purchased Assets, provided, however, (except when an Provided that no Event of Default or Potential Default has occurred and is continuing, Borrower shall be entitled to service, receive and collect directly all sums payable in respect of the Pledged Mortgage Loans, except (a) Seller may designate one amounts payable to Borrower for the purchase by any Investor under a Purchase Commitment of any Pledged Mortgage Loans that are funded in whole or more Servicers in part with the proceeds of any Advance, which amounts shall be paid directly to be selected by BuyerLender, so long or (b) as each such Servicer is reasonably acceptable to Buyer, and each such Person shall have only such servicing obligations with respect to such Purchased Assets as are approved by Buyerotherwise set forth in the Commitment Letter. Notwithstanding the preceding sentenceforegoing, Xxxxx agrees with Xxxxxx as follows with respect to the servicing of the Purchased Assets: (a) Each Servicer shall service the Purchased Assets on behalf of Buyer. Each Servicing Agreement shall contain provisions which are consistent with this Article 17 and must otherwise be in form and substance satisfactory to Buyer, it being understood that (i) in all cases where an Affiliate of Seller is the Servicer, the related Servicing Agreement Lender shall be entitled to service, receive and collect all sums payable in respect of all the form approved by Buyer, and (ii) in all cases where Xxxxx Fargo Bank, National Association is Pledged Mortgage Loans following the Servicer, the related Servicing Agreement shall be in the form attached hereto as Exhibit G. (b) Unless they have previously done so, contemporaneously with the execution of this Agreement on the Closing Date, Buyer will enter into, and cause each Servicer to enter into, a Servicing Agreement. Each Servicing Agreement, where the Servicer is not Buyer or an Affiliate of Buyer, shall automatically terminate on the 30th day following its execution and at the end of each thirty (30) day period thereafter unless, in each case, Buyer shall agree, by prior written notice to the related Servicer to be delivered on or before the Remittance Date immediately preceding each such scheduled termination date, to extend the termination date an additional thirty (30) days, which extension notice may be provided by email. Neither Seller nor the related Servicer may assign its rights or obligations under the related Servicing Agreement without the prior written consent of Buyer. (c) Seller shall not and shall not direct or otherwise permit any Servicer to (i) make any Material Modification without the prior written consent of Buyer or (ii) take any action which would result in a violation of the obligations occurrence of any Person under the related Servicing Agreement, this Agreement or any other Repurchase Document, or which would otherwise be inconsistent with the rights of Buyer under the Repurchase Documents. Buyer, as owner of the Purchased Assets, shall own all related servicing and voting rights and, as owner, shall act as servicer with respect to the Purchased Assets, subject to an interim revocable option from Buyer in favor of Seller, which is hereby granted, to direct each related Servicer, so long as no Default or Event of Default has occurred and or Potential Default for a specific Pledged Mortgage Loan if such Pledged Mortgage Loan is continuingdeemed to be a Noncompliant Mortgage Loan or Defective Mortgage Loan; provided, however, that Seller cannot give any direction or take any action that could materially adversely affect Lender shall provide Borrower with at least one (1) Business Day prior notice of its intent to assume the value or collectability servicing of any such loan, and upon receipt of such notice, Borrower shall have the right to immediately pay Lender any amounts due owed Lender with respect to any such loan, including, without limitation, the Purchased Assets without related Advance(s) amount(s). In such cases where Lender has provided Borrower with notice of its intent to assume the consent of Buyer. Such revocable option is not evidence servicing of any ownership or other interest or right of Seller in any Purchased Asset. (d) The servicing fee payable to each Servicer shall be payable as a servicing fee Pledged Mortgage Loan in accordance with this Agreement the terms hereof and each Servicing AgreementBorrower has decided not to repay the amounts owed Lender with respect to such loan as provided herein, including without limitation pursuant to priority fourth of Section 5.02 or priority third of Section 5.03, as applicable. (ea) Upon the occurrence and during the continuance of an Event of Default under this AgreementLender may, in addition its own name or in the name of Borrower or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for the Pledged Mortgage Loan(s), but shall be under no obligation to do so; (b) Borrower shall, if Lender so requests, pay to Lender all amounts received by Borrower upon or in respect of the Pledged Mortgage Loan(s) or other rights and remedies of Buyer and each related Servicer under each Servicing AgreementCollateral, this Agreement and the other Repurchase Documents (and in addition advising Lender as to the provisions source of each Servicing Agreement providing for termination such funds; and (c) all amounts so received and collected by Lender shall be held by it as part of each such Servicing Agreement pursuant to its terms), (i) for the avoidance of doubt, the right, if any, of each Servicer to direct Collateral. If Lender assumes the servicing of all or part of the Purchased Assets shall immediately Pledged Mortgage Loans, Borrower agrees to cooperate with Lender and automatically cease do or accomplish all acts or things necessary to exist, and (ii) for each Servicing Agreement where Servicer is not Buyer or one of its Affiliates, Buyer may at any time terminate the related Servicing Agreement immediately upon the delivery of a written termination notice from either Buyer or the related Servicer to Seller. Seller shall pay all expenses associated with any such termination, including without limitation any fees and expenses required in connection with effect the transfer of the servicing to Lender, at Borrower’s sole expense, and to pay Lender twenty dollars ($20.00) per month, or portion thereof, for each Pledged Mortgage Loan serviced by Lender. Any assumption of the servicing related Servicer and/or a replacement Servicerto any Pledged Mortgage Loan by Lender in accordance with the terms herein shall also be in accordance with all applicable laws.

Servicing Rights. Xxxxx Bxxxx is the owner of all Servicing Rights. Without limiting the generality of the foregoing, Buyer shall have the right to hire or otherwise engage any Person to service or sub-service all or part of the Purchased Assets, provided, however, (except when an Event of Default has occurred and is continuing) Seller may designate one or more Servicers to be selected by Buyer, so long as each such Servicer is reasonably acceptable to Buyer, and each such Person shall have only such servicing obligations with respect to such Purchased Assets as are approved by Buyer. Notwithstanding the preceding sentence, Xxxxx Bxxxx agrees with Xxxxxx Sxxxxx as follows with respect to the servicing of the Purchased Assets: (a) Each Servicer shall service the Purchased Assets on behalf of Buyer. Each Servicing Agreement shall contain provisions which are consistent with this Article 17 and must otherwise be in form and substance satisfactory to Buyer, it being understood that (i) in all cases where an Affiliate of Seller is the Servicer, the related Servicing Agreement shall be in the form approved by Buyer, and (ii) in all cases where Xxxxx Wxxxx Fargo Bank, National Association is the Servicer, the related Servicing Agreement shall be in the form attached hereto as Exhibit G.H. (b) Unless they have previously done so, contemporaneously with the execution of this Agreement on the Closing Date, Buyer will enter into, and cause each Servicer to enter into, a Servicing Agreement. Each Servicing Agreement, Agreement where the Servicer is not Buyer or an Affiliate of Buyer, Buyer shall automatically terminate on the 30th day Remittance Date following its the execution of such Servicing Agreement and at the end of on each thirty (30) day period thereafter Remittance Date occurring thereafter, unless, in each case, Buyer shall agree, by prior written notice to the related Servicer to be delivered on or before the Remittance Date immediately preceding each such on which the Servicing Agreement is scheduled termination dateto terminate, to extend the termination date an additional thirty (30) daysto the immediately following Remittance Date, which extension notice may be provided delivered by Buyer via email. Neither Seller nor the related Servicer may assign its rights or obligations under the related Servicing Agreement without the prior written consent of Buyer. (c) Seller shall not and shall not direct or otherwise permit any Servicer to (i) make any Material Modification without the prior written consent of Buyer or (ii) take any action which would result in a violation of the obligations of any Person under the related Servicing Agreement, this Agreement or any other Repurchase Document, or which would otherwise be inconsistent with the rights of Buyer under the Repurchase Documents. Buyer, as owner of the Purchased Assets, shall own all related servicing and voting rights and, as owner, shall act as servicer with respect to the Purchased Assets, subject to an interim revocable option from Buyer in favor of Seller, which is hereby granted, to direct each related Servicer, so long as no Default or Event of Default has occurred and is continuing; provided, however, that Seller cannot give any direction or take any action that could materially adversely affect the value or collectability of any amounts due with respect to the Purchased Assets without the consent of Buyer. Such revocable option is not evidence of any ownership or other interest or right of Seller in any Purchased Asset. (d) The servicing fee payable to each Servicer shall be payable as a servicing fee in accordance with this Agreement and each Servicing Agreement, including without limitation pursuant to priority fourth of Section 5.02 or priority third of Section 5.03, as applicable. (e) Upon the occurrence and during the continuance of an Event of Default under this Agreement, in addition to all of the other rights and remedies of Buyer and each related Servicer under each Servicing Agreement, this Agreement and the other Repurchase Documents (and in addition to the provisions of each Servicing Agreement providing for termination of each such Servicing Agreement pursuant to its terms), (i) for the avoidance of doubt, the right, if any, of each Servicer to direct the servicing of the Purchased Assets shall immediately and automatically cease to exist, and (ii) for each Servicing Agreement where Servicer is not Buyer or one of its Affiliates, Buyer may at any time terminate the related Servicing Agreement immediately upon the delivery of a written termination notice from either Buyer or the related Servicer to Seller. Seller shall pay all expenses associated with any such termination, including without limitation any fees and expenses required in connection with the transfer of servicing to the related Servicer and/or a replacement Servicer.

Servicing Rights. Xxxxx Buyer is the owner of all Servicing Rights. Without limiting the generality of the foregoing, Buyer shall have the right to hire or otherwise engage any Person to service or sub-service all or part of the Purchased Assets, provided, however, (except when an that so long as no Event of Default has occurred and is continuing) , Seller may designate one or more Servicers to be selected by Buyer, so long as each such Servicer is reasonably acceptable to Buyer, and each such Person shall have only such servicing obligations with respect to such Purchased Assets as are approved by Buyer. Notwithstanding the preceding sentence, Xxxxx Buyer agrees with Xxxxxx Seller as follows with respect to the servicing of the Purchased Assets: (a) Each Servicer shall service the Purchased Assets on behalf of Buyer. Each Servicing Agreement shall contain provisions which are consistent with this Article 17 and must otherwise be in form and substance satisfactory to Buyer, it being understood that (i) in all cases where an Affiliate of Seller is the Servicer, the related Servicing Agreement shall be in the form approved by Buyer, and (ii) in all cases where Xxxxx Fargo Bank, National Association is the Servicer, the related Servicing Agreement shall be in the form attached hereto as Exhibit G.I. (b) Unless they have previously done so, contemporaneously with the execution of this Agreement on the Closing Date, Buyer will enter into, and cause each Servicer to enter into, a Servicing Agreement. Each Servicing Agreement, where the Servicer is not Buyer or an Affiliate of Buyer, Buyer shall automatically terminate on the 30th day following its execution and at the end of each thirty (30) day period thereafter unless, in each case, Buyer shall agree, by prior written notice to the related Servicer to be delivered on or before the Remittance Date immediately preceding each such scheduled termination date, to extend the termination date an additional thirty (30) days, which extension notice may be provided by email. Neither Seller nor the related Servicer may assign its rights or obligations under the related Servicing Agreement without the prior written consent of Buyer. (c) Notwithstanding that Buyer owns all Servicing Rights, subject to Sections 17.01(b) and 17.01(e), Buyer hereby grants Seller, for so long as no Event of Default has occurred and is continuing, the right to direct each Servicer under the terms of, and in accordance with, each applicable Servicing Agreement and this Agreement, unless such direction results in, or relates to a request for, any matter that could reasonably be expected to result in a Material Modification. Notwithstanding the foregoing, Seller shall not and shall not direct or otherwise permit any Servicer to (i) make any Material Modification without the prior written consent of Buyer or (ii) take any action which would result in a violation of the obligations of any Person under the related Servicing Agreement, this Agreement or any other Repurchase Document, or which would otherwise be inconsistent with the rights of Buyer under the Repurchase Documents. Buyer, as owner of the Purchased Assets, shall own all related servicing and voting rights and, as owner, shall act as servicer with respect to the Purchased Assets, subject to an interim revocable option from Buyer in favor of Seller, which is hereby granted, to direct each related Servicer, so long as no monetary or material non-monetary Default or any Event of Default has occurred and is continuing; provided, however, that Seller cannot give any direction or take any action that could materially adversely affect the value or collectability of any amounts due with respect to the Purchased Assets without the consent of Buyer. Such revocable option is not evidence of any ownership or other interest or right of Seller in any Purchased Asset. (d) The servicing fee payable to each Servicer shall be payable as a servicing fee in accordance with this Agreement and each Servicing Agreement, including without limitation pursuant to priority fourth sixth of Section 5.02 or priority third of Section 5.03, as applicable, but all such servicing and any applicable sub-servicing fees shall be the sole responsibility of Seller. (e) Upon the occurrence and during the continuance of an Event of Default under this Agreement, in addition to all of the other rights and remedies of Buyer and each related Servicer under each Servicing Agreement, this Agreement and the other Repurchase Documents (and in addition to the provisions of each Servicing Agreement providing for termination of each such Servicing Agreement pursuant to its terms), (i) for the avoidance of doubt, the right, if any, of each Servicer any person other than Buyer or its Affiliates to direct the servicing of the Purchased Assets shall immediately and automatically cease to exist, and (ii) for each Servicing Agreement where Servicer is not either Buyer or one of its Affiliates, Buyer each Servicer may at any time terminate the related Servicing Agreement immediately upon the delivery of a written termination notice from either Buyer or the related Servicer to Seller. Seller shall pay all expenses associated with any such termination, including without limitation any fees and expenses required in connection with the transfer of servicing to the related Servicer and/or a replacement Servicer. (f) No Servicing Agreement may be amended or modified, and no provision thereof may be waived, in each case without the prior written approval of Buyer, as determined in its sole discretion.

Servicing Rights. Xxxxx Buyer is the owner of all Servicing Rights. Without limiting the generality of the foregoing, Buyer shall have the right to hire or otherwise engage any Person to service or sub-service all or part of the Purchased Assets, provided, however, (except when that at any time prior to an Event of Default has occurred and is continuing) Default, Seller may designate one or more Servicers to be selected by Buyer, so long as each such Servicer is reasonably acceptable to Buyer, and each such Person shall have only such servicing obligations with respect to such Purchased Assets as are approved by Buyer. Notwithstanding the preceding sentence, Xxxxx Buyer agrees with Xxxxxx Seller as follows with respect to the servicing of the Purchased Assets: (a) Each Servicer shall service the Purchased Assets on behalf of Buyer. Each Servicing Agreement shall contain provisions which are consistent with this Article 17 and must otherwise be in form and substance satisfactory to Buyer, it being understood that (i) in all cases where an Affiliate of Seller is the Servicer, the related Servicing Agreement shall be in the form approved by Buyer, and (ii) in all cases where Xxxxx Fargo Bank, National Association is the Servicer, the related Servicing Agreement shall be in the form attached hereto as Exhibit G.. (b) Unless they have previously done so, contemporaneously with the execution of this Agreement on the Closing Date, Buyer will enter into, and cause each Servicer to enter into, a Servicing Agreement. Each Servicing Agreement, Agreement where the Servicer is not Buyer or an Affiliate of Buyer, Buyer shall automatically terminate on the 30th day following its execution and at the end of each thirty (30) day period thereafter thereafter, unless, in each case, Buyer shall agree, by prior written notice (which may be by email) to the related Servicer to be delivered on or before the Remittance Date immediately preceding each such scheduled termination date, to extend the termination date an additional thirty (30) days, which extension notice may be provided by email. Neither Seller nor the related Servicer may assign its rights or obligations under the related Servicing Agreement without the prior written consent of Buyer. (c) Notwithstanding that Buyer owns all Servicing Rights, subject to Sections 17.01(b) and 17.01(e), Buyer hereby grants Seller, prior to the occurrence and during the continuance of an Event of Default, the right to direct each Servicer under the terms of, and in accordance with, each applicable Servicing Agreement and this Agreement, unless such direction results in, or relates to a request for, any matter that could reasonably be expected to result in a Material Modification. Notwithstanding the foregoing, Seller shall not and shall not direct or otherwise permit any Servicer to (i) make any Material Modification without the prior written consent of Buyer or (ii) take any action which would result in a violation of the obligations of any Person under the related Servicing Agreement, this Agreement or any other Repurchase Document, or which would otherwise be inconsistent with the rights of Buyer under the Repurchase Documents. Buyer, as owner of the Purchased Assets, shall own all related servicing and voting rights and, as owner, shall act as servicer with respect to the Purchased Assets, subject to an interim revocable option from Buyer in favor of Seller, which is hereby granted, to direct each related Servicer, so long as no Default or Event of Default has occurred and is continuing; provided, however, that Seller canshall not give any direction or take any action that could materially adversely affect the value or collectability of any amounts due with respect to the Purchased Assets without the consent of Buyer. Such revocable option is not evidence of any ownership or other interest or right of Seller in any Purchased Asset. (d) The servicing fee payable to each Servicer shall be payable as a servicing fee in accordance with this Agreement and each Servicing Agreement, including without limitation pursuant to priority fourth of Section 5.02 or priority third of Section 5.03, as applicable, but all such servicing and any applicable sub-servicing fees shall be the sole responsibility of Seller. (e) Upon the occurrence and during the continuance of an Event of Default under this Agreement, in addition to all of the other rights and remedies of Buyer and each related Servicer under each Servicing Agreement, this Agreement and the other Repurchase Documents (and in addition to the provisions of each Servicing Agreement providing for termination of each such Servicing Agreement pursuant to its terms), (i) for the avoidance of doubt, the right, if any, of each Servicer any person other than Buyer or its Affiliates to direct the servicing of the Purchased Assets shall immediately and automatically cease to exist, and (ii) for each Servicing Agreement where Servicer is not either Buyer or one of its Affiliates, Buyer each Servicer may at any time terminate the related Servicing Agreement immediately upon the delivery of a written termination notice from either Buyer or the related Servicer to Seller. Seller shall pay all expenses associated with any such termination, including without limitation any fees and expenses required in connection with the transfer of servicing to the related Servicer and/or a replacement Servicer. (f) No Servicing Agreement may be amended or modified without the prior written approval of Buyer.

Servicing Rights. Xxxxx Buyer is the owner of all Servicing Rights. Without limiting the generality of the foregoing, Buyer shall have the right to hire or otherwise engage any Person to service or sub-service all or part of the Purchased Assets, provided, however, (except when that at any time prior to an Event of Default has occurred and is continuing) Default, Seller may designate one or more Servicers a Servicer to be selected by Buyer, so long as each such Servicer is reasonably acceptable to Buyer, and each such Person shall have only such servicing obligations with respect to such Purchased Assets as are approved by Buyer. Notwithstanding the preceding sentence, Xxxxx Buyer agrees with Xxxxxx Seller as follows with respect to the servicing of the Purchased Assets: (a) Each Servicer shall service the Purchased Assets on behalf of Buyer. Each Servicing Agreement shall contain provisions which are consistent with this Article 17 and must otherwise be in form and substance reasonably satisfactory to Buyer, it being understood that (i) in all cases where an Affiliate of Seller is the Servicer, the related Servicing Agreement shall be in the form approved by Buyer, and (ii) in all cases where Xxxxx Fargo Bank, National Association is the Servicer, the related Servicing Agreement shall be in the form attached hereto as Exhibit G.I. (b) Unless they have previously done so, contemporaneously Contemporaneously with the execution of this Agreement on the Closing Date, Buyer will enter into, and cause each Servicer to enter into, a the Servicing Agreement. Each Servicing Agreement, where the Servicer is not Buyer or an Affiliate of Buyer, shall automatically terminate on at the 30th day end of the calendar month following its execution and at the end of each thirty (30) day calendar month period thereafter thereafter, unless, in each case, Buyer shall agree, by prior written notice delivery of a Servicing Agreement Extension Notice to the related Servicer to be delivered on or before the Remittance Date immediately preceding each such scheduled termination date, to extend the termination date for an additional thirty (30) days, which extension notice may be provided by emailcalendar month period. Neither Seller nor the related Servicer may assign its rights or obligations under the related Servicing Agreement without the prior written consent of Buyer. (c) Seller shall not and shall not direct or otherwise permit any Servicer to (i) make any Material Modification without the prior written consent of Buyer or (ii) take any action which would result in a violation of the obligations of any Person under the related Servicing Agreement, this Agreement or any other Repurchase Document, or which would otherwise be inconsistent with the rights of Buyer under the Repurchase Documents. Buyer, as owner of the Purchased Assets, shall own all related servicing and voting rights and, as owner, shall act as servicer with respect to the Purchased Assets, subject to an interim grant Seller a revocable option from Buyer in favor of Seller, which is hereby granted, license to direct each related Servicer, so long as no Default or Event of Default has occurred and is continuing; provided, however, that Seller cannot give any direction or take any action that could materially adversely affect the value or collectability of any amounts due with respect to the Purchased Assets without the consent of Buyer. Such revocable option is not evidence of any ownership or other interest or right of Seller in any Purchased Asset. (d) The servicing fee payable to each Servicer shall be payable as a servicing fee in accordance with this Agreement and each Servicing Agreement, including without limitation pursuant to priority fourth of Section 5.02 or priority third of Section 5.03, as applicable. (e) Upon the occurrence and during the continuance of an Event of Default under this Agreement, in addition to all of the other rights and remedies of Buyer and each related Servicer under each Servicing Agreement, this Agreement and the other Repurchase Documents (and in addition to the provisions of each Servicing Agreement providing for termination of each such Servicing Agreement pursuant to its terms), (i) for the avoidance of doubt, the right, if any, of each Servicer to direct the servicing of the Purchased Assets shall immediately and automatically cease to exist, and (ii) for each Servicing Agreement where Servicer is not either Buyer or one of its Affiliates, Buyer each Servicer may at any time terminate the related Servicing Agreement immediately upon the delivery of a written termination notice from either Buyer or the related Servicer to Seller. Seller shall pay all expenses associated with any such termination, including without limitation any fees and expenses required in connection with the transfer of servicing to the related Servicer and/or a replacement Servicer.

Servicing Rights. Xxxxx is the owner of all Servicing Rights. Without limiting the generality of the foregoing, Buyer shall have the right to hire or otherwise engage any Person to service or sub-service all or part of the Purchased Assets, provided, however, (except when an that if any other Person other than Buyer is to act as Interim Servicer at any time prior to a Default or Event of Default has occurred and is continuing) Seller Default, Sellers may designate one or more Servicers select a successor servicer to be selected by Buyer, so long as each such Servicer successor servicer is reasonably acceptable to Buyer, and each such Person shall have only such servicing obligations with respect to such Purchased Assets as are approved designated by Buyer. Notwithstanding the preceding sentence, Xxxxx agrees with Xxxxxx Sellers as follows with respect to the servicing of the Purchased Assets: (a) Each Interim Servicer shall service the Purchased Assets on behalf of BuyerBuyer in accordance with Accepted Servicing Practices. Each So long as Interim Servicer is an Affiliate of Sellers, Interim Servicer shall service using its customary servicing platform and procedures, subject to the terms of the Servicing Agreement and the related cash management agreement, each of which shall contain provisions which are consistent with this Article 17 and must otherwise be in form and substance satisfactory mutually acceptable to Buyer, it being understood that (i) in all cases where an Affiliate of Seller is the Sellers and Interim Servicer, the related Servicing Agreement shall be in the form approved by Buyer, and (ii) in all cases where Xxxxx Fargo Bank, National Association is the Servicer, the related Servicing Agreement shall be in the form attached hereto as Exhibit G.. (b) Unless they have previously done so, Xxxxx to or contemporaneously with the execution of this the Repurchase Agreement on the Closing Date, Buyer will enter into, and cause each Interim Servicer to enter into, a the Servicing Agreement and Sellers will enter into, the Servicing Agreement. Each The Servicing Agreement, where the Servicer is not Buyer or an Affiliate of Buyer, Agreement shall automatically terminate on the 30th last day of the first full calendar month following its execution and at the end Closing Date, unless terminated sooner pursuant to Section 17.04. To the extent Buyer desires to renew the appointment of each thirty (30) day period thereafter unlessInterim Servicer, in each caseconnection with its delivery of a statement of Price Differential due on the following Remittance Date, Buyer shall agree, by prior written deliver notice to Sellers and Interim Servicer of its intent to renew the related appointment of Interim Servicer for an additional thirty-day period, provided, if Buyer fails to be delivered deliver such notice, Sellers shall have the right to request that Buyer deliver such notice on or before the Remittance Date immediately preceding each Date. In the event Buyer fails to renew Interim Servicer’s appointment as Interim Servicer, Xxxxx shall appoint a successor servicer (which successor servicer shall be Xxxxx Fargo Bank, N.A. or such scheduled termination dateother successor to whom, so long as no default or Event of Default has occurred and is continuing, Sellers have provided their consent, such consent not to extend be unreasonably withheld, conditioned or delayed). Any such successor servicer shall be entitled to fees and other servicing compensation as agreed by such successor servicer, Buyer and, so long as no default or Event of Default has occurred and is continuing, Sellers. During such time as the termination date an additional thirty appointment of Interim Servicer has expired and prior to the appointment of any successor servicer, Interim Servicer shall continue to service the Purchased Assets in accordance with the terms of the Servicing Agreement and shall cooperate with the transition of servicing to the successor servicer. (30c) daysEach Seller shall provide all information regarding Interim Servicer requested by Xxxxx and otherwise cooperate in connection with Xxxxx’s due diligence regarding Interim Servicer, which extension notice may due diligence with respect to information provided prior to the Closing Date shall be provided completed by emailBuyer on or before the Closing Date. Seller shall cause Interim Servicer to comply with all of Interim Servicer’s obligations under the Servicing Agreement. Neither Seller nor the related Interim Servicer may assign its rights or obligations under the related Servicing Agreement without the prior written consent of Buyer. (cd) Seller The Servicing Agreement shall xxxxx Xxxxxxx the right, so long as no Default or Event of Default has occurred and is continuing, to direct Interim Servicer with respect to modifications, waivers, consents and other actions related to the Purchased Assets; provided, however, that Sellers shall not and shall not direct or otherwise permit any Interim Servicer to (i) make any Material Modification without the prior written consent of Buyer (such consent to be given or withheld in Buyer’s commercially reasonable discretion), or (ii) take any action which would result in a violation of the obligations of any Person under the related Servicing Agreement, this the Repurchase Agreement or any other Repurchase Document, or which would otherwise be inconsistent with the rights of Buyer under the Repurchase Documents. Buyer, as owner of the Purchased Assets, shall own all related servicing and voting rights and, as owner, shall act as servicer Interim Servicer with respect to the Purchased Assets, subject to an interim revocable option from Buyer in favor of Seller, which is hereby granted, Sellers to direct each related Interim Servicer, so long as no Default or Event of Default has occurred and is continuing; provided, however, that Seller Sellers cannot give any direction or take any action that could materially adversely affect the value or collectability of any amounts due with respect to the Purchased Assets without the consent of Buyer, such consent to be given or withheld by Buyers. Such revocable option is not evidence of any ownership or other interest or right of any Seller in any Purchased Asset. (de) The servicing fee payable to each Interim Servicer shall be payable as a servicing fee in accordance with this the Repurchase Agreement and each the Servicing Agreement, including without limitation pursuant to priority fourth first of Section 5.02 of the Repurchase Agreement or priority third first of Section 5.035.03 of the Repurchase Agreement, as applicable. (e) Upon the occurrence and during the continuance of an Event of Default under this Agreement, in addition to all of the other rights and remedies of Buyer and each related Servicer under each Servicing Agreement, this Agreement and the other Repurchase Documents (and in addition to the provisions of each Servicing Agreement providing for termination of each such Servicing Agreement pursuant to its terms), (i) . Each Seller shall be solely responsible for the avoidance of doubtpayment, the right, if anyfrom such Seller’s own funds, of each Servicer to direct the servicing of the Purchased Assets shall immediately and automatically cease to exist, and (ii) for each Servicing Agreement where Servicer is not Buyer or one of its Affiliates, Buyer may at any time terminate the related Servicing Agreement immediately upon the delivery of a written termination notice from either Buyer or the related Servicer to Seller. Seller shall pay all expenses associated with any such termination, including without limitation any fees and expenses required in connection with of the transfer of Interim Servicer, which shall not be payable as a servicing to fee by Interim Servicer or otherwise under the related Servicer and/or a replacement ServicerRepurchase Agreement or the Servicing Agreement.

Servicing Rights. Xxxxx Buyer is the owner of all Servicing Rights. Without limiting the generality of the foregoing, Buyer shall have the right to hire or otherwise engage any Person to service or sub-service all or part of the Purchased Assets, provided, however, (except when that at any time prior to an Event of Default has occurred and is continuing) Default, Seller may designate one or more Servicers a Servicer to be selected by Buyer, so long as each such Servicer is reasonably acceptable to Buyer, and each such Person shall have only such servicing obligations with respect to such Purchased Assets as are approved by Buyer. As of the Closing Date, Buyer and Seller agree that the initial Servicer shall be Midland Loan Services, a division of PNC Bank, National Association. Notwithstanding the preceding sentence, Xxxxx Buyer agrees with Xxxxxx Seller as follows with respect to the servicing of the Purchased Assets: (a) Each Servicer shall service the Purchased Assets on behalf of Buyer. Each The Servicing Agreement shall contain provisions which are consistent with this Article 17 and must otherwise be in form and substance satisfactory to Buyer, it being understood that (i) in all cases where an Affiliate of Seller is the Servicer, the related Servicing Agreement shall be in the form approved by Buyer, and (ii) in all cases where Xxxxx Fargo Bank, National Association is the Servicer, the related Servicing Agreement shall be in the form attached hereto as Exhibit G.. (b) Unless they have previously done so, contemporaneously Contemporaneously with the execution of this the Repurchase Agreement on the Closing Date, Buyer will enter into, and cause each Servicer to enter into, a the Servicing AgreementAgreement and sign and return the Servicer Notice. Each Servicing Agreement, where the Servicer is not Buyer or an Affiliate of Buyer, Agreement shall automatically terminate on the 30th day following its execution and at the end of each thirty (30) day period thereafter thereafter, unless, in each case, Buyer shall agree, by prior written notice to the related Servicer to be delivered on or before the Remittance Date immediately preceding each such scheduled termination date, to extend the termination date an additional thirty (30) days, which extension notice may be provided delivered by Buyer via email. Neither Seller nor the related Servicer may assign its rights or obligations under the related Servicing Agreement without the prior written consent of Buyer. (c) Seller shall not and shall not direct or otherwise permit any Servicer to (i) make any Material Modification without the prior written consent of Buyer or (ii) take any action which would result in a violation of the obligations of any Person under the related Servicing Agreement, this the Repurchase Agreement or any other Repurchase Document, or which would otherwise be inconsistent with the rights of Buyer under the Repurchase Documents. Buyer, as owner of the Purchased Assets, shall own all related servicing and voting rights and, as owner, shall act as servicer with respect to the Purchased Assets, subject to an interim revocable option from Buyer in favor of Seller, which is hereby granted, Seller to direct each related Servicer, so long as no Default or Event of Default has occurred and is continuing; provided, however, that Seller cannot give any direction or take any action that could materially adversely affect the value or collectability of any amounts due with respect to the Purchased Assets without the consent of Buyer. Such revocable option is not evidence of any ownership or other interest or right of Seller in any Purchased Asset. (d) The servicing fee payable to each Servicer shall be payable as a servicing fee in accordance with this the Repurchase Agreement and each Servicing Agreement, including without limitation pursuant to priority fourth of Section 5.02 or priority third of Section 5.035.04, as applicable. (e) Upon the occurrence and during the continuance of an Event of Default under this the Repurchase Agreement, in addition to all of the other rights and remedies of Buyer and each related Servicer under each Servicing Agreement, this the Repurchase Agreement and the other Repurchase Documents (and in addition to the provisions of each Servicing Agreement providing for termination of each such Servicing Agreement pursuant to its terms), (i) for the avoidance of doubt, the right, if any, of each Servicer to direct the servicing of the Purchased Assets shall immediately and automatically cease to exist, and (ii) for each Servicing Agreement where Servicer is not either Buyer or one of its Affiliates, Buyer each Servicer may at any time terminate the related Servicing Agreement immediately upon the delivery of a written termination notice from either Buyer or the related Servicer to Seller. Seller shall pay all expenses associated with any such termination, including without limitation any fees and expenses required in connection with the transfer of servicing to the related Servicer and/or a replacement Servicer.

Servicing Rights. Xxxxx Bxxxx is the owner of all Servicing Rights. Without limiting the generality of the foregoing, Buyer shall have the right to hire or otherwise engage any Person to service or sub-service all or part of the Purchased Assets, provided, however, (except when an Event of Default has occurred and is continuing) Seller may designate one or more Servicers to be selected by Buyer, so long as each such Servicer is reasonably acceptable to Buyer, and each such Person shall have only such servicing obligations with respect to such Purchased Assets as are approved by Buyer. Notwithstanding the preceding sentence, Xxxxx Bxxxx agrees with Xxxxxx Sxxxxx as follows with respect to the servicing of the Purchased Assets: (a) Each Servicer shall service the Purchased Assets on behalf of Buyer. Each Servicing Agreement shall contain provisions which are consistent with this Article 17 and must otherwise be in form and substance satisfactory to Buyer, it being understood that (i) in all cases where an Affiliate of Seller is the Servicer, the related Servicing Agreement shall be in the form approved by Buyer, and (ii) in all cases where Xxxxx Wxxxx Fargo Bank, National Association is the Servicer, the related Servicing Agreement shall be in the form attached hereto as Exhibit G. (b) Unless they have previously done so, contemporaneously with the execution of this Agreement on the Closing Date, Buyer will enter into, and cause each Servicer to enter into, a Servicing Agreement. Each Servicing Agreement, where the Servicer is not Buyer or an Affiliate of Buyer, shall automatically terminate on the 30th day following its execution and at the end of each thirty (30) day period thereafter unless, in each case, Buyer shall agree, by prior written notice to the related Servicer to be delivered on or before the Remittance Date immediately preceding each such scheduled termination date, to extend the termination date an additional thirty (30) days, which extension notice may be provided by email. Neither Seller nor the related Servicer may assign its rights or obligations under the related Servicing Agreement without the prior written consent of Buyer. (c) Seller shall not and shall not direct or otherwise permit any Servicer to (i) make any Material Modification without the prior written consent of Buyer or (ii) take any action which would result in a violation of the obligations of any Person under the related Servicing Agreement, this Agreement or any other Repurchase Document, or which would otherwise be inconsistent with the rights of Buyer under the Repurchase Documents. Buyer, as owner of the Purchased Assets, shall own all related servicing and voting rights and, as owner, shall act as servicer with respect to the Purchased Assets, subject to an interim revocable option from Buyer in favor of Seller, which is hereby granted, to direct each related Servicer, so long as no Default or Event of Default has occurred and is continuing; provided, however, that Seller cannot give any direction or take any action that could materially adversely affect the value or collectability of any amounts due with respect to the Purchased Assets without the consent of Buyer. Such revocable option is not evidence of any ownership or other interest or right of Seller in any Purchased Asset. (d) The servicing fee payable to each Servicer shall be payable as a servicing fee in accordance with this Agreement and each Servicing Agreement, including without limitation pursuant to priority fourth of Section 5.02 or priority third of Section 5.03, as applicable. (e) Upon the occurrence and during the continuance of an Event of Default under this Agreement, in addition to all of the other rights and remedies of Buyer and each related Servicer under each Servicing Agreement, this Agreement and the other Repurchase Documents (and in addition to the provisions of each Servicing Agreement providing for termination of each such Servicing Agreement pursuant to its terms), (i) for the avoidance of doubt, the right, if any, of each Servicer to direct the servicing of the Purchased Assets shall immediately and automatically cease to exist, and (ii) for each Servicing Agreement where Servicer is not Buyer or one of its Affiliates, Buyer may at any time terminate the related Servicing Agreement immediately upon the delivery of a written termination notice from either Buyer or the related Servicer to Seller. Seller shall pay all expenses associated with any such termination, including without limitation any fees and expenses required in connection with the transfer of servicing to the related Servicer and/or a replacement Servicer.

Servicing Rights. Xxxxx Buyer is the owner of all Servicing Rights. Without limiting the generality of the foregoing, Buyer shall have the right to hire or otherwise engage any Person to service or sub-service all or part of the Purchased Assets, provided, however, (except when that at any time prior to an Event of Default has occurred and is continuing) Default, Seller may designate one or more Servicers a Servicer to be selected by Buyer, so long as each such Servicer is reasonably acceptable to Buyer, and each such Person shall have only such servicing obligations with respect to such Purchased Assets as are approved by Buyer. Notwithstanding the preceding sentence, Xxxxx Buyer agrees with Xxxxxx Seller as follows with respect to the servicing of the Purchased Assets: (a) Each Servicer shall service the Purchased Assets on behalf of Buyer. Each Servicing Agreement shall contain provisions which are consistent with this Article 17 and must otherwise be in form and substance satisfactory to Buyer, it being understood that (i) in all cases where an Affiliate of Seller is the Servicer, the related Servicing Agreement shall be in the form approved by Buyer, and (ii) in all cases where Xxxxx Fargo Bank, National Association is the Servicer, the related Servicing Agreement shall be in the form attached hereto as Exhibit G.I. (b) Unless they have previously done so, contemporaneously Contemporaneously with the execution of this Agreement on the Original Closing Date, Buyer will enter into, and cause each Servicer to enter into, a the Servicing Agreement. Each Servicing Agreement, where the Servicer is not Buyer or an Affiliate of Buyer, shall automatically terminate on the 30th day following its execution and at the end of each thirty (30) day period thereafter thereafter, unless, in each case, Buyer shall agree, by prior written notice to the related Servicer to be delivered on or before the Remittance Date immediately preceding each such scheduled termination date, to extend the termination date an additional thirty (30) days, which extension notice may be provided by email. Neither Seller nor the related Servicer may assign its rights or obligations under the related Servicing Agreement without the prior written consent of Buyer. (c) Seller shall not and shall not direct or otherwise permit any Servicer to (i) make any Material Modification without the prior written consent of Buyer or (ii) take any action which would result in a violation of the obligations of any Person under the related Servicing Agreement, this Agreement or any other Repurchase Document, or which would otherwise be inconsistent with the rights of Buyer under the Repurchase Documents. Buyer, as owner of the Purchased Assets, shall own all related servicing and voting rights and, as owner, shall act as servicer with respect to the Purchased Assets, subject to an interim revocable option from Buyer in favor of Seller, which is hereby granted, to direct each related Servicer, so long as no Default or Event of Default has occurred and is continuing; provided, however, that Seller cannot give any direction or take any action that could materially adversely affect the value or collectability of any amounts due with respect to the Purchased Assets without the consent of Buyer. Such revocable option is not evidence of any ownership or other interest or right of Seller in any Purchased Asset. (d) The servicing fee payable to each Servicer shall be payable as a servicing fee in accordance with this Agreement and each Servicing Agreement, including without limitation pursuant to priority fourth sixth of Section 5.02 or priority third of Section 5.03, as applicable. (e) Upon the occurrence and during the continuance of an Event of Default under this Agreement, in addition to all of the other rights and remedies of Buyer and each related Servicer under each Servicing Agreement, this Agreement and the other Repurchase Documents (and in addition to the provisions of each Servicing Agreement providing for termination of each such Servicing Agreement pursuant to its terms), (i) for the avoidance of doubt, the right, if any, of each Servicer to direct the servicing of the Purchased Assets shall immediately and automatically cease to exist, and (ii) for each Servicing Agreement where Servicer is not either Buyer or one of its Affiliates, Buyer each Servicer may at any time terminate the related Servicing Agreement immediately upon the delivery of a written termination notice from either Buyer or the related Servicer to Seller. Seller shall pay all expenses associated with any such termination, including without limitation any fees and expenses required in connection with the transfer of servicing to the related Servicer and/or a replacement Servicer.

Servicing Rights. Xxxxx Buyer is the owner of all Servicing Rights. Without limiting the generality of the foregoing, Buyer shall have the right to hire or otherwise engage any Person to service or sub-service all or part of the Purchased Assets, provided, however, (except when an that so long as no Event of Default has occurred and is continuing) , Seller may designate one or more Servicers to be selected by Buyer, so long as each such Servicer is reasonably acceptable to Buyer, and each such Person shall have only such servicing obligations with respect to such Purchased Assets as are approved by Buyer. Notwithstanding the preceding sentence, Xxxxx Buyer agrees with Xxxxxx Seller as follows with respect to the servicing of the Purchased Assets: (a) Each Servicer shall service the Purchased Assets on behalf of Buyer. Each Servicing Agreement shall contain provisions which are consistent with this Article 17 and must otherwise be in form and substance satisfactory to Buyer, it being understood that (i) in all cases where an Affiliate of Seller is the Servicer, the related Servicing Agreement shall be in the form approved by Buyer, and (ii) in all cases where Xxxxx Fargo Bank, National Association is the Servicer, the related Servicing Agreement shall be in the form attached hereto as Exhibit G.I. (b) Unless they have previously done so, contemporaneously with the execution of this Agreement on the Closing Date, Buyer will enter into, and cause each Servicer to enter into, a Servicing Agreement. Each Servicing Agreement, where the Servicer is not Buyer or an Affiliate of Buyer, Buyer shall automatically terminate on the 30th day following its execution and at the end of each thirty (30) day period thereafter unless, in each case, Buyer shall agree, by prior written notice to the related Servicer to be delivered on or before the Remittance Date immediately preceding each such scheduled termination date, to extend the termination date an additional thirty (30) days, which extension notice may be provided by email. Neither Seller nor the related Servicer may assign its rights or obligations under the related Servicing Agreement without the prior written consent of Buyer. (c) Notwithstanding that Buyer owns all Servicing Rights, subject to Sections 17.01(b) and 17.01(e), Buyer hereby grants Seller, for so long as no Event of Default has occurred and is continuing, the right to direct each Servicer under the terms of, and in accordance with, each applicable Servicing Agreement and this Agreement, unless such direction results in, or relates to a request for, any matter that could reasonably be expected to result in a Material Modification. Notwithstanding the foregoing, Seller shall not and shall not direct or otherwise permit any Servicer to (i) make any Material Modification without the prior written consent of Buyer or (ii) take any action which would result in a violation of the obligations of any Person under the related Servicing Agreement, this Agreement or any other Repurchase Document, or which would otherwise be inconsistent with the rights of Buyer under the Repurchase Documents. Buyer, as owner of the Purchased Assets, shall own all related servicing and voting rights and, as owner, shall act as servicer with respect to the Purchased Assets, subject to an interim revocable option from Buyer in favor of Seller, which is hereby granted, to direct each related Servicer, so long as no monetary or material non-monetary Default or any Event of Default has occurred and is continuing; provided, however, that Seller cannot give any direction or take any action that could materially adversely affect the value or collectability of any amounts due with respect to the Purchased Assets without the consent of Buyer. Such revocable option is not evidence of any ownership or other interest or right of Seller in any Purchased Asset. (d) The servicing fee payable to each Servicer shall be payable as a servicing fee in accordance with this Agreement and each Servicing Agreement, including without limitation pursuant to priority fourth sixth of Section 5.02 or priority third of Section 5.03, as applicable, but all such servicing and any applicable sub-servicing fees shall be the sole responsibility of Seller. (e) Upon the occurrence and during the continuance of an Event of Default under this Agreement, in addition to all of the other rights and remedies of Buyer and each related Servicer under each Servicing Agreement, this Agreement and the other Repurchase Documents (and in addition to the provisions of each Servicing Agreement providing for termination of each such Servicing Agreement pursuant to its terms), (i) for the avoidance of doubt, the right, if any, of each Servicer any person other than Buyer or its Affiliates to direct the servicing of the Purchased Assets shall immediately and automatically cease to exist, and (ii) for each Servicing Agreement where Servicer is not either Buyer or one of its Affiliates, Buyer each Servicer may at any time terminate the related Servicing Agreement immediately upon the delivery of a written termination notice from either Buyer or the related Servicer to Seller. Seller shall pay all expenses associated with any such termination, including without limitation any -102- fees and expenses required in connection with the transfer of servicing to the related Servicer and/or a replacement Servicer. (f) No Servicing Agreement may be amended or modified, and no provision thereof may be waived, in each case without the prior written approval of Buyer, as determined in its sole discretion.

Servicing Rights. Xxxxx is the owner of all Servicing Rights. Without limiting the generality of the foregoing, Buyer shall have the right to hire or otherwise engage any Person to service or sub-service all or part of the Purchased Assets, provided, however, (except when that at any time prior to an Event of Default has occurred and is continuing) Default, Seller may designate one or more Servicers a Servicer to be selected by Buyer, so long as each such Servicer is reasonably acceptable to Buyer, and each such Person shall have only such servicing obligations with respect to such Purchased Assets as are approved by Buyer. As of the Closing Date, Buyer and Seller agree that the initial Servicer shall be Midland Loan Services, a division of PNC Bank, National Association. Notwithstanding the preceding sentence, Xxxxx agrees with Xxxxxx as follows with respect to the servicing of the Purchased Assets: (a) Each Servicer shall service the Purchased Assets on behalf of Buyer. Each The Servicing Agreement shall contain provisions which are consistent with this Article 17 and must otherwise be in form and substance satisfactory to Buyer, it being understood that (i) in all cases where an Affiliate of Seller is the Servicer, the related Servicing Agreement shall be in the form approved by Buyer, and (ii) in all cases where Xxxxx Fargo Bank, National Association is the Servicer, the related Servicing Agreement shall be in the form attached hereto as Exhibit G.. (b) Unless they have previously done so, contemporaneously Contemporaneously with the execution of this the Repurchase Agreement on the Closing Date, Buyer will enter into, and cause each Servicer to enter into, a the Servicing AgreementAgreement and sign and return the Servicer Notice. Each Servicing Agreement, where the Servicer is not Buyer or an Affiliate of Buyer, Agreement shall automatically terminate on the 30th day following its execution and at the end of each thirty (30) day period thereafter thereafter, unless, in each case, Buyer shall agree, by prior written notice to the related Servicer to be delivered on or before the Remittance Date immediately preceding each such scheduled termination date, to extend the termination date an additional thirty (30) days, which extension notice may be provided delivered by Buyer via email. Neither Seller nor the related Servicer may assign its rights or obligations under the related Servicing Agreement without the prior written consent of Buyer. (c) Seller shall not and shall not direct or otherwise permit any Servicer to (i) make any Material Modification without the prior written consent of Buyer or (ii) take any action which would result in a violation of the obligations of any Person under the related Servicing Agreement, this the Repurchase Agreement or any other Repurchase Document, or which would otherwise be inconsistent with the rights of Buyer under the Repurchase Documents. Buyer, as owner of the Purchased Assets, shall own all related servicing and voting rights and, as owner, shall act as servicer with respect to the Purchased Assets, subject to an interim revocable option from Buyer in favor of Seller, which is hereby granted, Seller to direct each related Servicer, so long as no Default or Event of Default has occurred and is continuing; provided, however, that Seller cannot give any direction or take any action that could materially adversely affect the value or collectability of any amounts due with respect to the Purchased Assets without the consent of Buyer. Such revocable option is not evidence of any ownership or other interest or right of Seller in any Purchased Asset. (d) The servicing fee payable to each Servicer shall be payable as a servicing fee in accordance with this the Repurchase Agreement and each Servicing Agreement, including without limitation pursuant to priority fourth of Section 5.02 or priority third of Section 5.035.04, as applicable. (e) Upon the occurrence and during the continuance of an Event of Default under this the Repurchase Agreement, in addition to all of the other rights and remedies of Buyer and each related Servicer under each Servicing Agreement, this the Repurchase Agreement and the other Repurchase Documents (and in addition to the provisions of each Servicing Agreement providing for termination of each such Servicing Agreement pursuant to its terms), (i) for the avoidance of doubt, the right, if any, of each Servicer to direct the servicing of the Purchased Assets shall immediately and automatically cease to exist, and (ii) for each Servicing Agreement where Servicer is not either Buyer or one of its Affiliates, Buyer each Servicer may at any time terminate the related Servicing Agreement immediately upon the delivery of a written termination notice from either Buyer or the related Servicer to Seller. Seller shall pay all expenses associated with any such termination, including without limitation any fees and expenses required in connection with the transfer of servicing to the related Servicer and/or a replacement Servicer.

Servicing Rights. Xxxxx is In the owner event that the Lender assigns all or any portion of all Servicing Rights. Without limiting the generality of the foregoingany Loan (hereinafter, Buyer a “Lender Assignment”), such Lender Assignment shall have the right to hire not amend, supplement or otherwise engage modify or affect: (A) Servicer’s obligations to manage, service, administer and collect the Payments and perform the other duties and obligations of Servicer set forth in a servicing agreement applicable to the Loan(s); or (B) Loan Party’s’ obligations in favor of NYDIG or a NYDIG Affiliate, if any, set forth in this Master Agreement or any Person to service or sub-service all or part of NYDIG Agreement, except as may otherwise be provided therein. In the Purchased Assets, provided, however, (except when an Event of Default has occurred and event that NYDIG is continuing) Seller may designate one or more Servicers to be selected by Buyer, so long as each such Servicer is reasonably acceptable to Buyer, and each such Person shall have only such servicing obligations no longer the Lender with respect to such Purchased Assets as are approved by Buyer. Notwithstanding the preceding sentenceany Loan Schedule, Xxxxx agrees with Xxxxxx as follows with respect to the servicing of the Purchased Assets: (a) Each Servicer shall service the Purchased Assets on behalf of Buyer. Each Servicing Agreement shall contain provisions which are consistent with this Article 17 and must otherwise be in form and substance satisfactory to Buyer, it being understood that (i) in all cases where an Affiliate of Seller is the Servicer, the related Servicing Agreement shall be in the form approved by Buyer, and (ii) in all cases where Xxxxx Fargo Bank, National Association is the Servicer, the related Servicing Agreement shall be in the form attached hereto as Exhibit G. (b) Unless they have previously done so, contemporaneously with the execution of this Agreement on the Closing Date, Buyer will enter into, and cause each Servicer to enter into, a Servicing Agreement. Each Servicing Agreement, where the Servicer is not Buyer or an Affiliate of Buyer, shall automatically terminate on the 30th day following its execution and at the end of each thirty (30) day period thereafter unless, in each case, Buyer shall agree, by prior written notice to the related Servicer to be delivered on or before the Remittance Date immediately preceding each such scheduled termination date, to extend the termination date an additional thirty (30) days, which extension notice may be provided by email. Neither Seller nor the related Servicer may assign its rights or obligations under the related Servicing Agreement without the prior written consent of Buyer. (c) Seller shall not and shall not direct or otherwise permit any Servicer to (i) make any Material Modification without the prior written consent of Buyer or (ii) take any action which would result in a violation of the obligations of any Person under Servicer shall be set forth in an agreement between the related then existing Lender and Servicer (such agreement, as amended, restated, supplemented or otherwise modified from time to time, the “Servicing Agreement, this Agreement or any other Repurchase Document, or which would otherwise be inconsistent with the rights of Buyer under the Repurchase Documents. Buyer, as owner of the Purchased Assets, shall own all related servicing and voting rights ”) and, as owner, shall act as servicer with respect notwithstanding anything to the Purchased Assetscontrary herein, subject to an interim revocable option from Buyer in favor of Seller(A) the then existing Lender and Servicer may amend, which is hereby granted, to direct each related Servicer, so long supplement or otherwise modify the Servicing Agreement as no Default they deem necessary or Event of Default has occurred and is continuing; provided, however, that Seller cannot give any direction or take any action that could materially adversely affect the value or collectability of any amounts due with respect to the Purchased Assets appropriate without the consent of Buyerany Loan Party, and (B) the duties and obligations of Servicer thereunder and hereunder shall not be deemed to diminish or otherwise affect the rights of the then existing Lender or any Loan Party. Such revocable option is not evidence In the absence of any ownership Servicing Agreement to the contrary, or other interest any express revocation or right modification of Seller the servicing obligations of NYDIG in its capacity as Servicer, after the occurrence of a Lender Assignment the then existing Lender hereby appoints NYDIG as Servicer and as its agent and attorney-in-fact for purposes of exercising any Purchased Asset. (d) The servicing fee payable to each Servicer shall be payable and all of its rights as a servicing fee in accordance with the Lender under this Agreement and each Servicing Master Agreement, including without limitation pursuant to priority fourth of Section 5.02 or priority third of Section 5.03, as applicable. (ethe applicable Loan Schedule(s) Upon the occurrence and during the continuance of an Event of Default under this Agreement, in addition to all of the other rights and remedies of Buyer and each related Servicer under each Servicing Agreement, this Agreement and the other Repurchase Documents (Loan Documents, and agrees that until such appointment is revoked by the Lender in addition a written notice to Servicer and the Borrower Representative, Servicer shall have the exclusive right to exercise such rights of the Lender. In the event of a Lender Assignment, any Loan Party shall make any Payments thereafter to Servicer unless and until the Loan Parties receive a written instruction to the provisions of each Servicing Agreement providing for termination of each such Servicing Agreement pursuant to its terms), (i) for contrary from the avoidance of doubt, the right, if any, of each Servicer to direct the servicing of the Purchased Assets shall immediately and automatically cease to exist, and (ii) for each Servicing Agreement where Servicer is not Buyer then existing Lender or one of its Affiliates, Buyer may at any time terminate the related Servicing Agreement immediately upon the delivery of a written termination notice from either Buyer or the related Servicer to Seller. Seller shall pay all expenses associated with any such termination, including without limitation any fees and expenses required in connection with the transfer of servicing to the related Servicer and/or a replacement Servicer.

Servicing Rights. Xxxxx is the owner of all Servicing Rights. Without limiting the generality of the foregoing, Buyer shall have the right to hire or otherwise engage any Person to service or sub-service all or part of the Purchased Assets, provided, however, (except when an Event of Default has occurred and is continuing) Seller may designate one or more Servicers to be selected by Buyer, so long as each such Servicer is reasonably acceptable to Buyer, and each such Person shall have only such servicing obligations with respect to such Purchased Assets as are approved by Buyer. Notwithstanding the preceding sentence, Xxxxx agrees with Xxxxxx as follows with respect to the servicing of the Purchased Assets: (a) Each Servicer shall service the Purchased Assets on behalf of Buyer. Each Servicing Agreement shall contain provisions which are consistent with this Article 17 and must otherwise be in form and substance satisfactory to Buyer, it being understood that (i) in all cases where an Affiliate of Seller is the Servicer, the related Servicing Agreement shall be in the form approved by Buyer, and (ii) in all cases where Xxxxx Fargo Bank, National Association is the Servicer, the related Servicing Agreement shall be in the form attached hereto as Exhibit G. (b) Unless they have previously done so, contemporaneously with the execution of this Agreement on the Closing Date, Buyer will enter into, and cause each Servicer to enter into, a Servicing Agreement. Each Servicing Agreement, where the Servicer is not Buyer or an Affiliate of Buyer, shall automatically terminate on the 30th day following its execution and at the end of each thirty (30) day period thereafter unless, in each case, Buyer shall agree, by prior written notice to the related Servicer to be delivered on or before the Remittance Date immediately preceding each such scheduled termination date, to extend the termination date an additional thirty (30) days, which extension notice may be provided by email. Neither Seller nor the related Servicer may assign any of its rights or obligations under any Loan Document solely with the related Servicing Agreement without the Borrower’s prior written consent of Buyer. (c) Seller not to be unreasonably withheld, delayed or conditioned); provided, that the Borrower’s consent shall not and be required to the extent the Borrower Approval Conditions are not satisfied. In the event that Lender assigns all or any portion of any Loan (hereinafter, a “Lender Assignment”), such Lender Assignment shall not direct amend, supplement or otherwise permit any modify or affect: (A) Servicer’s obligations to manage, service, administer and collect the Payments and perform the other duties and obligations of Servicer set forth in a servicing agreement applicable to (i) make any Material Modification without the prior written consent of Buyer Loan(s); or (iiB) take Borrower’s obligations in favor of NYDIG or a NYDIG Affiliate, if any, set forth in this Master Agreement or any action which would result in a violation of NYDIG Agreement, except as may otherwise be provided therein. In the event that NYDIG is no longer the Lender with respect to any Loan Schedule, the obligations of any Person under Servicer shall be set forth in an agreement between the related then existing Lender and Servicer (such agreement, as amended, restated, supplemented or otherwise modified from time to time, the “Servicing Agreement, this Agreement or any other Repurchase Document, or which would otherwise be inconsistent with the rights of Buyer under the Repurchase Documents. Buyer, as owner of the Purchased Assets, shall own all related servicing and voting rights ”) and, as owner, shall act as servicer with respect notwithstanding anything to the Purchased Assetscontrary herein, subject to an interim revocable option from Buyer in favor of Seller(A) the then existing Lender and Servicer may amend, which is hereby granted, to direct each related Servicer, so long supplement or otherwise modify the Servicing Agreement as no Default they deem necessary or Event of Default has occurred and is continuing; provided, however, that Seller cannot give any direction or take any action that could materially adversely affect the value or collectability of any amounts due with respect to the Purchased Assets appropriate without the consent of Buyer. Such revocable option is not evidence of any ownership or other interest or right of Seller in any Purchased Asset. (d) The servicing fee payable to each Servicer shall be payable as a servicing fee in accordance with this Agreement and each Servicing Agreement, including without limitation pursuant to priority fourth of Section 5.02 or priority third of Section 5.03, as applicable. (e) Upon the occurrence and during the continuance of an Event of Default under this Agreement, in addition to all of the other rights and remedies of Buyer and each related Servicer under each Servicing Agreement, this Agreement and the other Repurchase Documents (and in addition to the provisions of each Servicing Agreement providing for termination of each such Servicing Agreement pursuant to its terms), (i) for the avoidance of doubt, the right, if any, of each Servicer to direct the servicing of the Purchased Assets shall immediately and automatically cease to existBxxxxxxx, and (iiB) for each the duties and obligations of Servicer thereunder and hereunder shall not be deemed to diminish or otherwise affect the rights of the then existing Lender. In the absence of any Servicing Agreement where Servicer is not Buyer to the contrary, or one any express revocation or modification of the servicing obligations of NYDIG in its Affiliatescapacity as Servicer, Buyer may at any time terminate after the related Servicing Agreement immediately upon the delivery occurrence of a Lender Assignment the then existing Lender hereby appoints NYDIG as Servicer and as its agent and attorney-in-fact for purposes of undertaking all of NYDIG’s duties and other obligations as Servicer, including, without limitation, the duties and obligations set forth in subclause (A) of the first sentence of this Section 10(e)(ii). In the event of a Lender Assignment, Borrower shall make any Payments thereafter to Servicer unless and until Bxxxxxxx receives a written termination notice from either Buyer or the related Servicer to Seller. Seller shall pay all expenses associated with any such termination, including without limitation any fees and expenses required in connection with the transfer of servicing instruction to the related Servicer and/or a replacement contrary from the then existing Lender or Servicer.

Servicing Rights. Xxxxx Buyer is the owner of all Servicing Rights. Without limiting the generality of the foregoing, Buyer shall have the right to hire or otherwise engage any Person to service or sub-service all or part of the Purchased Assets, provided, however, (except when an Event of Default has occurred and is continuing) Seller may designate one or more Servicers to be selected by Buyer, so long as each such Servicer is reasonably acceptable to Buyer, and each such Person shall have only such servicing obligations with respect to such Purchased Assets as are approved by Buyer. Notwithstanding the preceding sentence, Xxxxx Buyer agrees with Xxxxxx Seller as follows with respect to the servicing of the Purchased Assets: (a) Each Servicer shall service the Purchased Assets on behalf of Buyer. Each Servicing Agreement shall contain provisions which are consistent with this Article 17 and must otherwise be in form and substance satisfactory to Buyer, it being understood that (i) in all cases where an Affiliate of Seller is the Servicer, the related Servicing Agreement shall be in the form approved by Buyer, and (ii) in all cases where Xxxxx Fargo Bank, National Association is the Servicer, the related Servicing Agreement shall be in the form attached hereto as Exhibit G. (b) Unless they have previously done so, contemporaneously with the execution of this Agreement on the Closing Date, Buyer will enter into, and cause each Servicer to enter into, a Servicing Agreement. Each Servicing Agreement, where the Servicer is not Buyer or an Affiliate of Buyer, shall automatically terminate on the 30th day following its execution and at the end of each thirty (30) day period thereafter thereafter, unless, in each case, Buyer shall agree, by prior written notice to the related Servicer to be delivered on or before the Remittance Date immediately preceding each such scheduled termination date, to extend the termination date an additional thirty (30) days, which extension notice may be provided by email. Neither Seller nor the related Servicer may assign its rights or obligations under the related Servicing Agreement without the prior written consent of Buyer. (c) Seller shall not and shall not direct or otherwise permit any Servicer to (i) make any Material Modification without the prior written consent of Buyer or (ii) take any action which would result in a violation of the obligations of any Person under the related Servicing Agreement, this Agreement or any other Repurchase Document, or which would otherwise be inconsistent with the rights of Buyer under the Repurchase Documents. Buyer, as owner of the Purchased Assets, shall own all related servicing and voting rights and, as owner, shall act as servicer with respect to the Purchased Assets, subject to an interim revocable option from Buyer in favor of Seller, which is hereby granted, to direct each related Servicer, so long as no Default or Event of Default has occurred and is continuing; provided, however, that Seller cannot give any direction or take any action that could materially adversely affect the value or collectability of any amounts due with respect to the Purchased Assets without the consent of Buyer. Such revocable option is not evidence of any ownership or other interest or right of Seller in any Purchased Asset. (d) The servicing fee payable to each Servicer shall be payable as a servicing fee in accordance with this Agreement and each Servicing Agreement, including without limitation pursuant to priority fourth of Section 5.02 or priority third of Section 5.03, as applicable. (e) Upon the occurrence and during the continuance of an Event of Default under this Agreement, in addition to all of the other rights and remedies of Buyer and each related Servicer under each Servicing Agreement, this Agreement and the other Repurchase Documents (and in addition to the provisions of each Servicing Agreement providing for termination of each such Servicing Agreement pursuant to its terms), (i) for the avoidance of doubt, the right, if any, of each Servicer to direct the servicing of the Purchased Assets shall immediately and automatically cease to exist, and (ii) for each Servicing Agreement where Servicer is not Buyer or one of its Affiliates, Buyer may at any time terminate the related Servicing Agreement immediately upon the delivery of a written termination notice from either Buyer or the related Servicer to Seller. Seller shall pay all expenses associated with any such termination, including without limitation any fees and expenses required in connection with the transfer of servicing to the related Servicer and/or a replacement Servicer.

Servicing Rights. Xxxxx Buyer is the owner of all Servicing Rights. Without limiting the generality of the foregoing, Buyer shall have the right to hire or otherwise engage any Person Servicer that satisfies the criteria set forth in clause (b) of the definition thereof to service or sub-service all or part of the Purchased Assets, provided, however, (except when that at any time prior to the occurrence and during the continuance of a Default or an Event of Default has occurred and is continuing) Default, Seller may designate one or more Servicers shall have the right to approve any such Servicer (with Seller’s right to so approve the Servicer not to be selected by Buyerunreasonably withheld, so long as each such Servicer is reasonably acceptable to Buyerdelayed or conditioned), and each such Person Servicer shall have only such servicing obligations with respect to such Purchased Assets as are approved designated by Buyer. Notwithstanding the preceding sentence, Xxxxx Buyer agrees with Xxxxxx Seller as follows with respect to the servicing of the Purchased Assets: (a) Each Servicer shall service the Purchased Assets on behalf of Buyer. Each Servicing Agreement shall contain provisions which are consistent with this Article 17 and must otherwise be in form and substance satisfactory to Buyer, it being understood that (i) in all cases where an Affiliate of Seller is the Servicer, the related Servicing Agreement shall be in the form approved by Buyer, and (ii) in all cases where Xxxxx Fargo Bank, National Association is the Servicer, the related Servicing Agreement shall be in the form attached hereto as Exhibit G.I. (b) Unless they have previously done so, contemporaneously Contemporaneously with the execution of this the Repurchase Agreement on the Closing Date, Buyer will enter into, and cause each Servicer to enter into, a the Servicing Agreement. Each Servicing Agreement, where the Servicer is not Buyer or an Affiliate of Buyer, Agreement shall automatically terminate on the 30th day following its execution and at the end of each thirty (30) day period thereafter thereafter, unless, in each case, Buyer shall agree, by prior written notice to the related Servicer to be delivered on or before the Remittance Date immediately preceding each such scheduled termination date, to extend the termination date an additional thirty (30) days, which extension notice may be provided by email. Neither Seller nor the related Servicer may assign its rights or obligations under the related Servicing Agreement without the prior written consent of Buyer. (c) Seller shall not and shall not direct or otherwise permit any Servicer to (i) make any Material Modification without the prior written consent of Buyer or (ii) take any action which would result in a violation of the obligations of any Person under the related Servicing Agreement, this the Repurchase Agreement or any other Repurchase Document, or which would otherwise be inconsistent with the rights of Buyer under the Repurchase Documents. Buyer, as owner of the Purchased Assets, shall own all related servicing and voting rights and, as owner, shall act as servicer with respect to the Purchased Assets, subject to an interim revocable option from Buyer in favor of Seller, which is hereby granted, Seller to direct each related Servicer, so long as no Default or Event of Default has occurred and is continuing; provided, however, that Seller cannot give any direction or take any action that could materially adversely affect the value or collectability of any amounts due with respect to the Purchased Assets without the consent of Buyer. Such revocable option is not evidence of any ownership or other interest or right of Seller in any Purchased Asset. (d) The servicing fee payable to each Servicer shall be payable as a servicing fee in accordance with this the Repurchase Agreement and each Servicing Agreement, including without limitation pursuant to priority fourth first of Section 5.02 or priority third of Section 5.03, as applicable. (e) Upon the occurrence and during the continuance of an Event of Default under this the Repurchase Agreement, in addition to all of the other rights and remedies of Buyer and each related Servicer under each Servicing Agreement, this the Repurchase Agreement and the other Repurchase Documents (and in addition to the provisions of each Servicing Agreement providing for termination of each such Servicing Agreement pursuant to its terms), (i) for the avoidance of doubt, the right, if any, of each Servicer to direct the servicing of the Purchased Assets shall immediately and automatically cease to exist, and (ii) for each Servicing Agreement where Servicer is not either Buyer or one of its Affiliates, Buyer each Servicer may at any time terminate the related Servicing Agreement immediately upon the delivery of a written termination notice from either Buyer or the related Servicer to Seller. Seller shall pay all expenses associated with any such termination, including without limitation any fees and expenses required in connection with the transfer of servicing to the related Servicer and/or a replacement Servicer.

Servicing Rights. Xxxxx Buyer is the owner of all Servicing Rights. Without limiting the generality of the foregoing, Buyer shall have the right to hire or otherwise engage any Person (including Buyer) at Seller’s expense to service or sub-service all or part of the Purchased Assets, ; provided, however, (except when an Event of Default has occurred and that if Buyer decides that a Person other than Wxxxx is continuing) Seller may designate one or more Servicers to be selected by Buyeract as Servicer, so long as each no Default or Event of Default exists, any successor servicer selected by Buyer shall be subject to the consent of Seller (such Servicer is reasonably acceptable consent not to Buyerbe unreasonably withheld, conditioned or delayed), and each such Person shall have only such servicing obligations with respect to such Purchased Assets as are approved designated by Buyer. Notwithstanding the preceding sentence, Xxxxx Buyer agrees with Xxxxxx Seller as follows with respect to the servicing of the Purchased Assets: (a) Each As of the Closing Date, Buyer will appoint Wxxxx as Servicer in accordance with the terms of the Servicing Agreement and this Article 17. Contemporaneously with the execution of this Agreement, Buyer will enter into, and cause Servicer to enter into, the Servicing Agreement, and Seller will enter into the Servicing Agreement. Servicer shall service the Purchased Assets on behalf of Buyer. Each Servicing Agreement shall contain provisions which are consistent with this Article 17 and must otherwise be in form and substance satisfactory to Buyer, it being understood that (i) in all cases where an Affiliate of Seller is the Servicer, the related Servicing Agreement shall be in the form approved by Buyer, and (ii) in all cases where Xxxxx Fargo Bank, National Association is the Servicer, the related Servicing Agreement shall be in the form attached hereto as Exhibit G.. (b) Unless they have previously done so, contemporaneously with the execution of this Agreement on the Closing Date, Buyer will enter into, and Seller shall cause each Servicer to enter into, a Servicing Agreement. Each comply with all of Servicer’s obligations under the Servicing Agreement, where the Servicer is not Buyer or an Affiliate of Buyerincluding, shall automatically terminate on the 30th day following without limitation, its execution obligations to provide such reports and at the end of each thirty (30) day period thereafter unless, in each case, Buyer shall agree, by prior written notice information with respect to the related Servicer to be delivered on Purchased Assets as required by the terms of the Servicing Agreement or before the Remittance Date immediately preceding each such scheduled termination date, to extend the termination date an additional thirty (30) days, which extension notice as otherwise requested by Buyer. Seller may be provided by email. Neither Seller nor the related Servicer may not assign its rights or delegate its duties and obligations under the related Servicing Agreement without the prior written consent of Buyer. (c) Seller shall not not, and shall not direct or otherwise permit any Servicer to to, (i) make take any Material Modification Action without the prior written consent of Buyer (such consent not to be unreasonably withheld or delayed), (ii) take any action which would result in a violation of the obligations of any Person under the related Servicing Agreement, this Agreement or any other Repurchase Document, or which would otherwise be inconsistent with the rights of Buyer under the Repurchase DocumentsDocuments or (iii) take any actions after a Default or Event of Default. Buyer, as owner of the Purchased Assets, Seller shall own all related servicing be permitted to make decisions and voting rights and, as owner, shall act as servicer direct Servicer with respect to any action with respect to the Purchased AssetsAssets other than any Material Action without Buyer’s consent provided that, subject to an interim revocable option from Buyer in favor at the time of Sellersuch decisions, which there is hereby granted, to direct each related Servicer, so long as no Default or Event of Default has occurred and is continuing; provided, however, that Seller cannot give provides Buyer with documentation thereof in connection with any direction or take any action that could materially adversely affect the value or collectability of any amounts due with respect to the Purchased Assets without the consent of Buyer. Such revocable option is not evidence of any ownership or other interest or right of Seller in any Purchased Assetsuch decisions. (d) The servicing fee payable to each Servicer under the Servicing Agreement shall be payable as a servicing fee in accordance with this Agreement and each the terms of the Servicing Agreement, including without limitation pursuant to priority fourth . Seller shall be solely responsible for the payment of Section 5.02 or priority third all fees and expenses of Section 5.03, as applicableServicer. (e) Upon the occurrence and during the continuance of an a Default or Event of Default under this AgreementDefault, in addition to all of the other rights and remedies of Buyer and each related Servicer under each the Servicing Agreement, this Agreement and the other Repurchase Documents (and in addition to the provisions of each Servicing Agreement providing for termination of each such Servicing Agreement pursuant to its terms)Documents, (i) for the avoidance of doubt, the right, if any, of each Servicer Seller to direct the servicing of and make any decisions with respect to the Purchased Assets shall immediately and automatically cease to exist, and (ii) for each Servicing Agreement where Servicer is not Buyer or one of its Affiliates, Buyer may at any time terminate the related Servicing Agreement immediately upon the delivery of a written termination notice from either Buyer or the related Servicer to Seller. Seller shall pay all expenses associated with any such termination, including without limitation any fees and expenses required in connection with the transfer of servicing to the related Servicer and/or a replacement Servicer.

Servicing Rights. Xxxxx is the owner of all Servicing Rights. Without limiting the generality of the foregoing, Buyer shall have the right to hire or otherwise engage any Person to service or sub-service all or part of the Purchased Assets, provided, however, (except when an Provided that no Event of Default or Potential Default has occurred and is continuing, Borrower shall be entitled to service, receive and collect directly all sums payable in respect of the Pledged Mortgage Loans, except (a) Seller may designate one amounts payable to Borrower for the purchase by any Investor under a Purchase Commitment of any Pledged Mortgage Loans that are funded in whole or more Servicers in part with the proceeds of any Advance, which amounts shall be paid directly to be selected by BuyerLender, so long or (b) as each such Servicer is reasonably acceptable to Buyer, and each such Person shall have only such servicing obligations with respect to such Purchased Assets as are approved by Buyerotherwise set forth in the Commitment Letter. Notwithstanding the preceding sentenceforegoing. Lender shall be entitled to service, Xxxxx agrees with Xxxxxx receive and collect all sums payable in respect of all the Pledged Mortgage Loans following the occurrence of any Event of Default or Potential Default for a specific Pledged Mortgage Loan if such Pledged Mortgage Loan is deemed to be a Noncompliant Mortgage Loan or Defective Mortgage Loan. In such cases (a) Lender may, in its own name or in the name of Borrower or otherwise, demand, sue for, collect or receive any money or property at any tixx payable or receivable on account of or in exchange for the Pledged Mortgage Loan(s), but shall be under no obligation to do so; (b) Borrower shall, if Lender so requests, pay to Lender all amounts received by Borrower upon or in respect of the Pledged Mortgage Loan(s) or other Collateral, advising Lender as follows with respect to the source of such funds; and (c) all amounts so received and collected by Lender shall be held by it as part of the Collateral. If Lender assumes the servicing of the Purchased Assets: (a) Each Servicer shall service the Purchased Assets on behalf of Buyer. Each Servicing Agreement shall contain provisions which are consistent with this Article 17 and must otherwise be in form and substance satisfactory to Buyer, it being understood that (i) in all cases where an Affiliate of Seller is the Servicer, the related Servicing Agreement shall be in the form approved by Buyer, and (ii) in all cases where Xxxxx Fargo Bank, National Association is the Servicer, the related Servicing Agreement shall be in the form attached hereto as Exhibit G. (b) Unless they have previously done so, contemporaneously with the execution of this Agreement on the Closing Date, Buyer will enter into, and cause each Servicer to enter into, a Servicing Agreement. Each Servicing Agreement, where the Servicer is not Buyer or an Affiliate of Buyer, shall automatically terminate on the 30th day following its execution and at the end of each thirty (30) day period thereafter unless, in each case, Buyer shall agree, by prior written notice to the related Servicer to be delivered on or before the Remittance Date immediately preceding each such scheduled termination date, to extend the termination date an additional thirty (30) days, which extension notice may be provided by email. Neither Seller nor the related Servicer may assign its rights or obligations under the related Servicing Agreement without the prior written consent of Buyer. (c) Seller shall not and shall not direct or otherwise permit any Servicer to (i) make any Material Modification without the prior written consent of Buyer or (ii) take any action which would result in a violation part of the obligations of any Person under the related Servicing AgreementPledged Mortgage Loans, this Agreement Borrower agrees to cooperate with Lender and do or any other Repurchase Document, accomplish all acts or which would otherwise be inconsistent with the rights of Buyer under the Repurchase Documents. Buyer, as owner of the Purchased Assets, shall own all related servicing and voting rights and, as owner, shall act as servicer with respect things necessary to the Purchased Assets, subject to an interim revocable option from Buyer in favor of Seller, which is hereby granted, to direct each related Servicer, so long as no Default or Event of Default has occurred and is continuing; provided, however, that Seller cannot give any direction or take any action that could materially adversely affect the value or collectability of any amounts due with respect to the Purchased Assets without the consent of Buyer. Such revocable option is not evidence of any ownership or other interest or right of Seller in any Purchased Asset. (d) The servicing fee payable to each Servicer shall be payable as a servicing fee in accordance with this Agreement and each Servicing Agreement, including without limitation pursuant to priority fourth of Section 5.02 or priority third of Section 5.03, as applicable. (e) Upon the occurrence and during the continuance of an Event of Default under this Agreement, in addition to all of the other rights and remedies of Buyer and each related Servicer under each Servicing Agreement, this Agreement and the other Repurchase Documents (and in addition to the provisions of each Servicing Agreement providing for termination of each such Servicing Agreement pursuant to its terms), (i) for the avoidance of doubt, the right, if any, of each Servicer to direct the servicing of the Purchased Assets shall immediately and automatically cease to exist, and (ii) for each Servicing Agreement where Servicer is not Buyer or one of its Affiliates, Buyer may at any time terminate the related Servicing Agreement immediately upon the delivery of a written termination notice from either Buyer or the related Servicer to Seller. Seller shall pay all expenses associated with any such termination, including without limitation any fees and expenses required in connection with effect the transfer of the servicing to the related Servicer and/or a replacement ServicerLender, at Borrower's sole expense, and to pay Lender twenty dollars ($20.00) per month, or portion thereof, for each Pledged Mortgage Loan serviced by Lender.

Servicing Rights. Xxxxx is the owner of all Servicing Rights. Without limiting the generality of the foregoing, Buyer shall have the right to hire or otherwise engage any Person to service or sub-service all or part of the Purchased Assets, provided, however, (except when that at any time prior to an Event of Default has occurred and is continuing) Default, Seller may designate one or more Servicers a Servicer to be selected by Buyer, so long as each such Servicer is reasonably acceptable to Buyer, and each such Person shall have only such servicing obligations with respect to such Purchased Assets as are approved by Buyer. As of the Closing Date, Buyer and Seller agree that the initial Servicer shall be Midland Loan Services, a division of PNC Bank, National Association. Notwithstanding the preceding sentence, Xxxxx agrees with Xxxxxx as follows with respect to the servicing of the Purchased Assets: (a) Each a. Servicer shall service the Purchased Assets on behalf of Buyer. Each The Servicing Agreement shall contain provisions which are consistent with this Article 17 and must otherwise be in form and substance satisfactory to Buyer, it being understood that (i) in all cases where an Affiliate of Seller is the Servicer, the related Servicing Agreement shall be in the form approved by Buyer, and (ii) in all cases where Xxxxx Fargo Bank, National Association is the Servicer, the related Servicing Agreement shall be in the form attached hereto as Exhibit G.. (b) Unless they have previously done so, contemporaneously a. Contemporaneously with the execution of this the Repurchase Agreement on the Closing Date, Buyer will enter into, and cause each Servicer to enter into, a the Servicing AgreementAgreement and sign and return the Servicer Notice. Each Servicing Agreement, where the Servicer is not Buyer or an Affiliate of Buyer, Agreement shall automatically terminate on the 30th day following its execution and at the end of each thirty (30) day period thereafter thereafter, unless, in each case, Buyer shall agree, by prior written notice to the related Servicer to be delivered on or before the Remittance Date immediately preceding each such scheduled termination date, to extend the termination date an additional thirty (30) days, which extension notice may be provided delivered by Buyer via email. Neither Seller nor the related Servicer may assign its rights or obligations under the related Servicing Agreement without the prior written consent of Buyer. (c) a. Seller shall not and shall not direct or otherwise permit any Servicer to (i) make any Material Modification without the prior written consent of Buyer or (ii) take any action which would result in a violation of the obligations of any Person under the related Servicing Agreement, this the Repurchase Agreement or any other Repurchase Document, or which would otherwise be inconsistent with the rights of Buyer under the Repurchase Documents. Buyer, as owner of the Purchased Assets, shall own all related servicing and voting rights and, as owner, shall act as servicer with respect to the Purchased Assets, subject to an interim revocable option from Buyer in favor of Seller, which is hereby granted, Seller to direct each related Servicer, so long as no Default or Event of Default has occurred and is continuing; provided, however, that Seller cannot give any direction or take any action that could materially adversely affect the value or collectability of any amounts due with respect to the Purchased Assets without the consent of Buyer. Such revocable option is not evidence of any ownership or other interest or right of Seller in any Purchased Asset. (d) a. The servicing fee payable to each Servicer shall be payable as a servicing fee in accordance with this the Repurchase Agreement and each Servicing Agreement, including without limitation pursuant to priority fourth of Section 5.02 or priority third of Section 5.035.04, as applicable. (e) a. Upon the occurrence and during the continuance of an Event of Default under this the Repurchase Agreement, in addition to all of the other rights and remedies of Buyer and each related Servicer under each Servicing Agreement, this the Repurchase Agreement and the other Repurchase Documents (and in addition to the provisions of each Servicing Agreement providing for termination of each such Servicing Agreement pursuant to its terms), (i) for the avoidance of doubt, the right, if any, of each Servicer to direct the servicing of the Purchased Assets shall immediately and automatically cease to exist, and (ii) for each Servicing Agreement where Servicer is not either Buyer or one of its Affiliates, Buyer each Servicer may at any time terminate the related Servicing Agreement immediately upon the delivery of a written termination notice from either Buyer or the related Servicer to Seller. Seller shall pay all expenses associated with any such termination, including without limitation any fees and expenses required in connection with the transfer of servicing to the related Servicer and/or a replacement Servicer.

Servicing Rights. Xxxxx is In the owner event that Lender assigns all or any portion of all Servicing Rights. Without limiting the generality of the foregoingany Loan (hereinafter, Buyer a “Lender Assignment”), such Lender Assignment shall have the right to hire not amend, supplement or otherwise engage modify or affect: (A) Servicer’s obligations to manage, service, administer and collect the Payments and perform the other duties and obligations of Servicer set forth in a servicing agreement applicable to the Loan(s); or (B) any Person to service Borrower’s obligations in favor of NYDIG or sub-service all a NYDIG Affiliate, if any, set forth in this Master Agreement or part of any NYDIG Agreement, except as may otherwise be provided therein. In the Purchased Assets, provided, however, (except when an Event of Default has occurred and event that NYDIG is continuing) Seller may designate one or more Servicers to be selected by Buyer, so long as each such Servicer is reasonably acceptable to Buyer, and each such Person shall have only such servicing obligations no longer the Lender with respect to such Purchased Assets as are approved by Buyer. Notwithstanding the preceding sentenceany Loan Schedule, Xxxxx agrees with Xxxxxx as follows with respect to the servicing of the Purchased Assets: (a) Each Servicer shall service the Purchased Assets on behalf of Buyer. Each Servicing Agreement shall contain provisions which are consistent with this Article 17 and must otherwise be in form and substance satisfactory to Buyer, it being understood that (i) in all cases where an Affiliate of Seller is the Servicer, the related Servicing Agreement shall be in the form approved by Buyer, and (ii) in all cases where Xxxxx Fargo Bank, National Association is the Servicer, the related Servicing Agreement shall be in the form attached hereto as Exhibit G. (b) Unless they have previously done so, contemporaneously with the execution of this Agreement on the Closing Date, Buyer will enter into, and cause each Servicer to enter into, a Servicing Agreement. Each Servicing Agreement, where the Servicer is not Buyer or an Affiliate of Buyer, shall automatically terminate on the 30th day following its execution and at the end of each thirty (30) day period thereafter unless, in each case, Buyer shall agree, by prior written notice to the related Servicer to be delivered on or before the Remittance Date immediately preceding each such scheduled termination date, to extend the termination date an additional thirty (30) days, which extension notice may be provided by email. Neither Seller nor the related Servicer may assign its rights or obligations under the related Servicing Agreement without the prior written consent of Buyer. (c) Seller shall not and shall not direct or otherwise permit any Servicer to (i) make any Material Modification without the prior written consent of Buyer or (ii) take any action which would result in a violation of the obligations of any Person under Servicer shall be set forth in an agreement between the related then existing Lender and Servicer (such agreement, as amended, restated, supplemented or otherwise modified from time to time, the “Servicing Agreement, this Agreement or any other Repurchase Document, or which would otherwise be inconsistent with the rights of Buyer under the Repurchase Documents. Buyer, as owner of the Purchased Assets, shall own all related servicing and voting rights ”) and, as owner, shall act as servicer with respect notwithstanding anything to the Purchased Assetscontrary herein, subject to an interim revocable option from Buyer in favor of Seller(A) the then existing Lender and Servicer may amend, which is hereby granted, to direct each related Servicer, so long supplement or otherwise modify the Servicing Agreement as no Default they deem necessary or Event of Default has occurred and is continuing; provided, however, that Seller cannot give any direction or take any action that could materially adversely affect the value or collectability of any amounts due with respect to the Purchased Assets appropriate without the consent of Buyerany Borrower or any other Loan Party, and (B) the duties and obligations of Servicer thereunder and hereunder shall not be deemed to diminish or otherwise affect the rights of the then existing Lender or any Loan Party. Such revocable option is not evidence In the absence of any ownership Servicing Agreement to the contrary, or other interest any express revocation or right modification of Seller the servicing obligations of NYDIG in its capacity as Servicer, after the occurrence of a Lender Assignment the then existing Lender hereby appoints NYDIG as Servicer and as its agent and attorney-in-fact for purposes of exercising any Purchased Asset. (d) The servicing fee payable to each Servicer shall be payable and all of its rights as a servicing fee in accordance with Lender under this Agreement and each Servicing Master Agreement, including without limitation pursuant to priority fourth of Section 5.02 or priority third of Section 5.03, as applicable. (ethe applicable Loan Schedule(s) Upon the occurrence and during the continuance of an Event of Default under this Agreement, in addition to all of the other rights and remedies of Buyer and each related Servicer under each Servicing Agreement, this Agreement and the other Repurchase Documents (Loan Documents, and agrees that until such appointment is revoked by Xxxxxx in addition a written notice to Servicer and the Borrowers, Servicer shall have the exclusive right to exercise such rights of Lender. In the event of a Lender Assignment, each Borrower shall make any Payments thereafter to Servicer unless and until the Borrowers receive a written instruction to the provisions of each Servicing Agreement providing for termination of each such Servicing Agreement pursuant to its terms), (i) for contrary from the avoidance of doubt, the right, if any, of each Servicer to direct the servicing of the Purchased Assets shall immediately and automatically cease to exist, and (ii) for each Servicing Agreement where Servicer is not Buyer then existing Lender or one of its Affiliates, Buyer may at any time terminate the related Servicing Agreement immediately upon the delivery of a written termination notice from either Buyer or the related Servicer to Seller. Seller shall pay all expenses associated with any such termination, including without limitation any fees and expenses required in connection with the transfer of servicing to the related Servicer and/or a replacement Servicer.

Servicing Rights. Xxxxx Buyer is the owner of all Servicing Rights. Without limiting the generality of the foregoing, Buyer shall have the right to hire or otherwise engage any Person to service or sub-service sub‑service all or part of the Purchased Assets, provided, however, (except when that at any time prior to an Event of Default has occurred and is continuing) Default, Seller may designate one or more Servicers to be selected by Buyer, so long as each such Servicer is reasonably acceptable to Buyer, and each such Person shall have only such servicing obligations with respect to such Purchased Assets as are approved by Buyer. Notwithstanding the preceding sentence, Xxxxx Buyer agrees with Xxxxxx Seller as follows with respect to the servicing of the Purchased Assets: (a) Each Servicer shall service the Purchased Assets on behalf of BuyerBuyer in accordance with this Article 17. Each Servicing Agreement shall contain provisions which are consistent with this Article 17 and must otherwise be in form and substance satisfactory to Buyer, -87- it being understood that (i) in all cases where an Affiliate of Seller is the Servicercases, the related Servicing Agreement shall be in the form approved by Buyer, and (ii) in all cases where Xxxxx Fargo Bank, National Association is the Servicer, the related Servicing Agreement shall be in the form attached hereto as Exhibit G.. (b) Unless they have previously done so, contemporaneously with the execution As of this Agreement on the Closing Date, Buyer the Purchased Assets will enter intobe serviced by Situs Asset Management LLC, as Servicer, pursuant to the Situs Servicing Agreement and cause each a Servicer Notice delivered to enter into, a Servicing such Servicer in accordance with this Agreement. Each Any Servicing Agreement, Agreement where the Servicer is not Buyer or an Affiliate of Buyer, Buyer shall automatically terminate on the 30th day following its execution and at the end of each thirty (30) day period thereafter unless, in each case, Buyer shall agree, by prior written notice to the related Servicer to be delivered on or before the Remittance Date immediately preceding each such scheduled termination date, to extend the termination date an additional thirty (30) days, which extension notice may be provided by email. Neither Seller nor the related Servicer may assign its rights or obligations under the related any Servicing Agreement without the prior written consent of Buyer. (c) Notwithstanding that Buyer owns all Servicing Rights, subject to Sections 17.01(b) and 17.01(e), Buyer hereby grants Seller, prior to the occurrence and during the continuance of an Event of Default, the right to direct each Servicer under the terms of, and in accordance with, each applicable Servicing Agreement and this Agreement, unless such direction results in, or relates to a request for, any matter that could reasonably be expected to result in a Material Modification. Notwithstanding the foregoing, Seller shall not and shall not direct or otherwise permit any Servicer to (i) make any Material Modification without the prior written consent of Buyer or (ii) take any action which would result in a violation of the obligations of any Person under the related Servicing Agreement, this Agreement or any other Repurchase Document, or which would otherwise be inconsistent with the rights of Buyer under the Repurchase Documents. Buyer, as owner of the Purchased Assets, shall own all related servicing and voting rights and, as owner, shall act as servicer with respect to the Purchased Assets, subject to an interim revocable option license from Buyer in favor of Seller, which is hereby granted, to direct each related Servicer, so long as no Default or Event of Default has occurred and is continuing; provided, however, that Seller cannot give any direction or take any action that could materially adversely affect the value or collectability of any amounts due with respect to the Purchased Assets without the consent of Buyer. Such revocable option license is not evidence of any ownership or other interest or right of Seller in any Purchased Asset. (d) The servicing fee payable to each Servicer shall be payable as a servicing fee in accordance with this Agreement and each Servicing Agreement, including without limitation pursuant to priority fourth sixth of Section 5.02 or priority third of Section 5.03, as applicable, but all such servicing and any applicable sub‑servicing fees shall be the sole responsibility of Seller. (e) Upon the occurrence and during the continuance of an Event of Default under this Agreement, in addition to all of the other rights and remedies of Buyer and each related Servicer under each Servicing Agreement, this Agreement and the other Repurchase Documents (and in addition to the provisions of each Servicing Agreement providing for termination of each such Servicing Agreement pursuant to its terms), (i) for the avoidance of doubt, the right, if any, of each Servicer any person other than Buyer or its Affiliates to direct the servicing of the Purchased Assets shall immediately and automatically cease to exist, and (ii) for each Servicing Agreement where Servicer is not either Buyer or one of its Affiliates, Buyer each Servicer may at any time terminate the related Servicing Agreement immediately upon the delivery of a written termination notice from either Buyer or the related Servicer to Seller. Seller shall pay all expenses associated -88- with any such termination, including without limitation any fees and expenses required in connection with the transfer of servicing to the related Servicer and/or a replacement Servicer. (f) No Servicing Agreement, insofar as any such agreement applies to any of the Purchased Assets, may be amended or modified, or waived without the prior written approval of Buyer, as determined in its sole discretion.

Servicing Rights. Xxxxx is the owner of all Servicing Rights. Without limiting the generality of the foregoing, Buyer shall have the right to hire or otherwise engage any Person to service or sub-service all or part of the Purchased Assets, provided, however, (except when an that if any other Person other than Buyer is to act as Interim Servicer at any time prior to a Default or Event of Default has occurred and is continuing) Seller Default, Sellers may designate one or more Servicers select a successor servicer to be selected by Buyer, so long as each such Servicer successor servicer is reasonably acceptable to Buyer, and each such Person shall have only such servicing obligations with respect to such Purchased Assets as are approved designated by Buyer. Notwithstanding the preceding sentence, Xxxxx agrees with Xxxxxx Sellers as follows with respect to the servicing of the Purchased Assets: (a) Each Interim Servicer shall service the Purchased Assets on behalf of BuyerBuyer in accordance with Accepted Servicing Practices. Each So long as Interim Servicer is an Affiliate of Sellers, Interim Servicer shall service using its customary servicing platform and procedures, subject to the terms of the Servicing Agreement and the related cash management agreement, each of which shall contain provisions which are consistent with this Article 17 and must otherwise be in form and substance satisfactory mutually acceptable to Buyer, it being understood that (i) in all cases where an Affiliate of Seller is the Sellers and Interim Servicer, the related Servicing Agreement shall be in the form approved by Buyer, and (ii) in all cases where Xxxxx Fargo Bank, National Association is the Servicer, the related Servicing Agreement shall be in the form attached hereto as Exhibit G.. (b) Unless they have previously done so, Xxxxx to or contemporaneously with the execution of this the Repurchase Agreement on the Closing Date, Buyer will enter into, and cause each Interim Servicer to enter into, a the Servicing Agreement and Sellers will enter into, the Servicing Agreement. Each The Servicing Agreement, where the Servicer is not Buyer or an Affiliate of Buyer, Agreement shall automatically terminate on the 30th last day of the first full calendar month following its execution and at the end Closing Date, unless terminated sooner pursuant to Section 17.04. To the extent Buyer desires to renew the appointment of each thirty (30) day period thereafter unlessInterim Servicer, in each caseconnection with its delivery of a statement of Price Differential due on the following Remittance Date, Buyer shall agree, by prior written deliver notice to Sellers and Interim Servicer of its intent to renew the related appointment of Interim Servicer for an additional thirty-day period, provided, if Buyer fails to be delivered deliver such notice, Sellers shall have the right to request that Buyer deliver such notice on or before the Remittance Date immediately preceding each Date. In the event Buyer fails to renew Interim Servicer’s appointment as Interim Servicer, Xxxxx shall appoint a successor servicer (which successor servicer shall be Xxxxx Fargo Bank, N.A. or such scheduled termination dateother successor to whom, so long as no default or Event of Default has occurred and is continuing, Sellers have provided their consent, such consent not to extend be unreasonably withheld, conditioned or delayed). Any such successor servicer shall be entitled to fees and other servicing compensation as agreed by such successor servicer, Buyer and, so long as no default or Event of Default has occurred and is continuing, Sellers. During such time as the termination date an additional thirty appointment of Interim Servicer has expired and prior to the appointment of any successor servicer, Interim Servicer shall continue to service the Purchased Assets in accordance with the terms of the Servicing Agreement and shall cooperate with the transition of servicing to the successor servicer. (30c) daysEach Seller shall provide all information regarding Interim Servicer requested by Xxxxx and otherwise cooperate in connection with Xxxxx’s due diligence regarding Interim Servicer, which extension notice may due diligence with respect to information provided prior to the Closing Date shall be provided completed by emailBuyer on or before the Closing Date. Seller shall cause Interim Servicer to comply with all of Interim Servicer’s obligations under the Servicing Agreement. Neither Seller nor the related Interim Servicer may assign its rights or obligations under the related Servicing Agreement without the prior written consent of Buyer. (cd) Seller The Servicing Agreement shall xxxxx Xxxxxxx the right, so long as no Default or Event of Default has occurred and is continuing, to direct Interim Servicer with respect to modifications, waivers, consents and other actions related to the Purchased Assets; provided, however, that Sellers shall not and shall not direct or otherwise permit any Interim Servicer to (i) make any Material Modification without the prior written consent of Buyer (such consent to be given or withheld in Buyer’s commercially reasonable discretion), or (ii) take any action which would result in a violation of the obligations of any Person under the related Servicing Agreement, this the Repurchase Agreement or any other Repurchase Document, or which would otherwise be inconsistent with the rights of Buyer under the Repurchase Documents. Buyer, as owner of the Purchased Assets, shall own all related servicing and voting rights and, as owner, shall act as servicer Interim Servicer with respect to the Purchased Assets, subject to an interim revocable option from Buyer in favor of Seller, which is hereby granted, Sellers to direct each related Interim Servicer, so long as no Default or Event of Default has occurred and is continuing; provided, however, that Seller Sellers cannot give any direction or take any action that could materially adversely affect the value or collectability of any amounts due with respect to the Purchased Assets without the consent of Buyer, such consent to - 96- be given or withheld by Xxxxxx. Such revocable option is not evidence of any ownership or other interest or right of any Seller in any Purchased Asset. (de) The servicing fee payable to each Interim Servicer shall be payable as a servicing fee in accordance with this the Repurchase Agreement and each the Servicing Agreement, including without limitation pursuant to priority fourth first of Section 5.02 of the Repurchase Agreement or priority third first of Section 5.035.03 of the Repurchase Agreement, as applicable. (e) Upon the occurrence and during the continuance of an Event of Default under this Agreement, in addition to all of the other rights and remedies of Buyer and each related Servicer under each Servicing Agreement, this Agreement and the other Repurchase Documents (and in addition to the provisions of each Servicing Agreement providing for termination of each such Servicing Agreement pursuant to its terms), (i) . Each Seller shall be solely responsible for the avoidance of doubtpayment, the right, if anyfrom such Seller’s own funds, of each Servicer to direct the servicing of the Purchased Assets shall immediately and automatically cease to exist, and (ii) for each Servicing Agreement where Servicer is not Buyer or one of its Affiliates, Buyer may at any time terminate the related Servicing Agreement immediately upon the delivery of a written termination notice from either Buyer or the related Servicer to Seller. Seller shall pay all expenses associated with any such termination, including without limitation any fees and expenses required in connection with of the transfer of Interim Servicer, which shall not be payable as a servicing to fee by Interim Servicer or otherwise under the related Servicer and/or a replacement ServicerRepurchase Agreement or the Servicing Agreement.

Servicing Rights. Xxxxx Buyer is the owner of all Servicing Rights. Without limiting the generality of the foregoing, Buyer shall have the right to hire or otherwise engage any Person (including Buyer) at Seller's expense to service or sub-service all or part of the Purchased Assets, ; provided, however, (except when an Event of Default has occurred and that if Buyer decides that a Person other than Xxxxx is continuing) Seller may designate one or more Servicers to be selected by Buyeract as Servicer, so long as each no Default or Event of Default exists, any successor servicer selected by Buyer shall be subject to the consent of Seller (such Servicer is reasonably acceptable consent not to Buyerbe unreasonably withheld, conditioned or delayed), and each such Person shall have only such servicing obligations with respect to such Purchased Assets as are approved designated by Buyer. Notwithstanding the preceding sentence, Xxxxx Buyer agrees with Xxxxxx Seller as follows with respect to the servicing of the Purchased Assets: (a) Each As of the Closing Date, Buyer has appointed Xxxxx as Servicer in accordance with the terms of the Servicing Agreement and this Article 17. Contemporaneously with the execution of this Agreement, Buyer will enter into, and cause Servicer to enter into, the Servicing Agreement, and Seller will enter into the Servicing Agreement. Servicer shall service the Purchased Assets on behalf of Buyer. Each Servicing Agreement shall contain provisions which are consistent with this Article 17 and must otherwise be in form and substance satisfactory to Buyer, it being understood that (i) in all cases where an Affiliate of Seller is the Servicer, the related Servicing Agreement shall be in the form approved by Buyer, and (ii) in all cases where Xxxxx Fargo Bank, National Association is the Servicer, the related Servicing Agreement shall be in the form attached hereto as Exhibit G.. (b) Unless they have previously done so, contemporaneously with the execution of this Agreement on the Closing Date, Buyer will enter into, and Seller shall cause each Servicer to enter into, a Servicing Agreement. Each comply with all of Servicer's obligations under the Servicing Agreement, where the Servicer is not Buyer or an Affiliate of Buyerincluding, shall automatically terminate on the 30th day following without limitation, its execution obligations to provide such reports and at the end of each thirty (30) day period thereafter unless, in each case, Buyer shall agree, by prior written notice information with respect to the related Servicer to be delivered on Purchased Assets as required by the terms of the Servicing Agreement or before the Remittance Date immediately preceding each such scheduled termination date, to extend the termination date an additional thirty (30) days, which extension notice as otherwise requested by Buyer. Seller may be provided by email. Neither Seller nor the related Servicer may not assign its rights or delegate its duties and obligations under the related Servicing Agreement without the prior written consent of Buyer. (c) Seller shall not not, and shall not direct or otherwise permit any Servicer to to, (i) make take any Material Modification Action without the prior written consent of Buyer (such consent not to be unreasonably withheld or delayed), (ii) take any action which would result in a violation of the obligations of any Person under the related Servicing Agreement, this Agreement or any other Repurchase Document, or which would otherwise be inconsistent with the rights of Buyer under the Repurchase DocumentsDocuments or (iii) take any actions after a Default or Event of Default. Buyer, as owner of the Purchased Assets, Seller shall own all related servicing be permitted to make decisions and voting rights and, as owner, shall act as servicer direct Servicer with respect to any action with respect to the Purchased AssetsAssets other than any Material Action without Buyer's consent provided that, subject to an interim revocable option from Buyer in favor at the time of Sellersuch decisions, which there is hereby granted, to direct each related Servicer, so long as no Default or Event of Default has occurred and is continuing; provided, however, that Seller cannot give provides Buyer with documentation thereof in connection with any direction or take any action that could materially adversely affect the value or collectability of any amounts due with respect to the Purchased Assets without the consent of Buyer. Such revocable option is not evidence of any ownership or other interest or right of Seller in any Purchased Assetsuch decisions. (d) The servicing fee payable to each Servicer under the Servicing Agreement shall be payable as a servicing fee in accordance with this Agreement and each the terms of the Servicing Agreement, including without limitation pursuant to priority fourth . Seller shall be solely responsible for the payment of Section 5.02 or priority third all fees and expenses of Section 5.03, as applicableServicer. (e) Upon the occurrence and during the continuance of an a Default or Event of Default under this AgreementDefault, in addition to all of the other rights and remedies of Buyer and each related Servicer under each the Servicing Agreement, this Agreement and the other Repurchase Documents (and in addition to the provisions of each Servicing Agreement providing for termination of each such Servicing Agreement pursuant to its terms)Documents, (i) for the avoidance of doubt, the right, if any, of each Servicer Seller to direct the servicing of and make any decisions with respect to the Purchased Assets shall immediately and automatically cease to exist, and (ii) for each Servicing Agreement where Servicer is not Buyer or one of its Affiliates, Buyer may at any time terminate the related Servicing Agreement immediately upon the delivery of a written termination notice from either Buyer or the related Servicer to Seller. Seller shall pay all expenses associated with any such termination, including without limitation any fees and expenses required in connection with the transfer of servicing to the related Servicer and/or a replacement Servicer.