Common use of Servicing Clause in Contracts

Servicing. (a) Pursuant to Section 2, the Company, in its role as collection agent hereunder, shall allocate and remit funds received from Customers for the benefit of the each Bond Issuer, each Bond Trustee, the Buyer and the Receivables Lenders, respectively, and, until the Company’s access to one or more of the Buyer Accounts is revoked pursuant to the Account Control Agreements, shall control the movement of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables Agreements. (b) In the event that a Bond Trustee is entitled to and directed by the applicable bondholders of the Bonds under the applicable Indenture to exercise its right, pursuant to the related Bond Agreements, to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions of this Agreement and consult with the other with respect to the Person who would replace the Company in such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicable. Any successor to the Company in such capacities shall be agreed to by each Bond Trustee (in accordance with the Bond Agreements) and the Administrative Agent within ten (10) Business Days of the date of the Servicer Termination Notice, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection Agent.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant The Borrowers covenant to Section 2, maintain or cause the Company, in its role as collection agent hereunder, shall allocate and remit funds received from Customers for the benefit servicing of the each Bond Issuer, each Bond Trustee, Mortgage Loans to be maintained in conformity with Accepted Servicing Practices. In the Buyer and event that the Receivables Lenders, respectively, and, until the Company’s access to preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the Buyer Accounts is revoked pursuant date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing to any entity approved by the Account Control Agreements, shall control the movement of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables AgreementsLender. (b) In During the event period the each Borrower is servicing the Mortgage Loans, (i) such Borrower agrees that Lender has a Bond Trustee first priority perfected security interest in all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans (the "Servicing Records"), and (ii) such Borrower grants the Lender a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of such Borrower or its designee to service in conformity with this Section and any other obligation of such Borrower to the Lender. The Borrowers covenant to safeguard such Servicing Records and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender's request. It is entitled to understood and directed agreed by the parties that prior to an Event of Default, the Borrowers shall retain the servicing fees with respect to the Mortgage Loans. (c) If the Mortgage Loans are serviced by any other third party servicer (such third party servicer, the "Subservicer"), the applicable bondholders Borrower shall provide a copy of the Bonds under related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Indenture Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage Loans, which shall be in the form and substance acceptable to exercise its rightLender (the "Servicing Agreement") and shall have obtained the written consent of the Lender for such Subservicer to subservice the Mortgage Loans. Initially, pursuant the Subservicer shall be Aames Funding. (d) The Borrowers agree that upon the occurrence of an Event of Default, the Lender may terminate the Borrowers in their capacity as servicer and terminate any Servicing Agreement and transfer such servicing to the related Bond AgreementsLender or its designee, at no cost or expense to replace the Company as Property ServicerLender. In addition, or in each Borrower shall provide to the event Lender an Instruction Letter from such Borrower to the effect that upon the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role occurrence of the Company as the provider an Event of the Allocation Services hereunderDefault, the party desiring Lender may terminate any Subservicer or directed to exercise such right shall promptly give written notice Servicing Agreement and direct that collections with respect to the other parties (a “Servicer Termination Notice”) Mortgage Loans be remitted in accordance with the notice provisions of this Agreement and consult Lender's instructions. The Borrowers agree to cooperate with the other Lender in connection with the transfer of servicing. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, the Borrowers will have no right to modify or alter the terms of the Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan, and the Borrowers will have no obligation or right to repossess any Mortgage Loan or substitute another Mortgage Loan, except as provided in any Custodial Agreement. (f) The Borrowers shall permit the Lender to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrowers' or their Affiliate's servicing facilities, as the case may be, for the purpose of satisfying the Lender that the Borrowers or their Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Warehouse Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either Borrower, the Person who would replace applicable Borrower shall use its best efforts to enable the Company in Lender to inspect the servicing facilities of such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicable. Any successor to the Company in such capacities shall be agreed to by each Bond Trustee (in accordance with the Bond Agreements) and the Administrative Agent within ten (10) Business Days of the date of the Servicer Termination Notice, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection AgentSubservicer.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant to Section 2, Each servicer of any Purchased Asset (including the Company, in its role as collection agent hereunder, Primary Servicer) shall allocate and remit funds received from Customers service the Assets for the benefit of the each Bond Issuer, each Bond Trustee, the Buyer and Buyer’s successors and assigns. The appointment of each servicer of any Purchased Asset (including the Receivables Lenders, respectively, and, until the Company’s access to one or more of the Buyer Accounts is revoked pursuant Primary Servicer) shall be subject to the Account Control Agreementsprior written approval of Buyer, not to be unreasonably withheld, conditioned or delayed. Seller shall control cause each such servicer (including the movement Primary Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) Buyer in accordance with Accepted Servicing Practices; provided that, without prior written consent of Buyer in its sole discretion as required by Article 7(e), no servicer (including the terms Primary Servicer) of this Agreement. The same entity must always act as servicer in the performance any of the Allocation Services as Purchased Assets shall take any action with respect to both the Bond Agreements and the Receivables Agreementsany Purchased Asset described in Article 7(e). (b) In Seller agrees that Buyer is the event that a Bond Trustee is entitled owner of all servicing records, including, but not limited to, any and all servicing agreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to and directed by the applicable bondholders servicing of any or all of the Bonds under Purchased Assets) (collectively, the applicable Indenture “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, valuations, other closing documentation, payment history records, and any other records relating to exercise or evidencing the servicing of Purchased Assets (the “Servicing Records”), so long as the Purchased Assets are subject to this Agreement. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its rightdesignee at Buyer’s request. (c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis and/or (ii) terminate Seller (as the servicer), Primary Servicer or any other servicer or sub servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the related Bond AgreementsPrimary Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, to replace in Buyer’s sole discretion. If the Company as Property ServicerPurchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, or Seller shall, irrevocably assign all rights, title and interest (if any) in the event servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right each servicer and/or sub servicer shall promptly give written notice transfer all Income with respect to the other parties (a “Servicer Termination Notice”) Purchased Assets in accordance with the notice provisions of this applicable Servicing Agreement and consult so long as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to Seller and each such servicer of an Event of Default under this Agreement, each such servicer (including Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyer. (e) The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement. (f) For the other with respect avoidance of doubt, Seller retains no economic rights to the Person who would replace the Company in such capacity and also in its servicing, other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer than Seller’s rights under the Receivables Primary Servicing Agreement, as applicable. Any successor Agreement or any other servicing agreement related to the Company in Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such capacities servicing retained by the Servicer. (g) Seller shall be agreed cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by each Bond Trustee Buyer a Servicing Tape for the quarter (in accordance with the Bond Agreementsor any portion thereof) and the Administrative Agent within ten (10) Business Days of prior to the date of the Servicer Termination Notice, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection AgentBuyer’s request.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant Borrower covenants to Section 2, maintain or cause the Company, servicing of the Mortgage Loans to be maintained in its role as collection agent hereunder, shall allocate and remit funds received from Customers conformity with Accepted Servicing Practices in the industry for the benefit same type of mortgage loans as the each Bond Issuer, each Bond Trustee, Mortgage Loans and in a manner at least equal in quality to the Buyer and servicing Borrower provides for other mortgage loans which it owns. In the Receivables Lenders, respectively, and, until event that the Company’s access to preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the Buyer Accounts is revoked pursuant to date on which all the Account Control AgreementsSecured Obligations have been paid in full, shall control or (iii) the movement transfer of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables Agreementsservicing approved by Borrower. (b) If any of the Mortgage Loans are serviced by Borrower, (i) Borrower agrees that Agent is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage Loans (the "SERVICING RECORDS"), and (ii) Borrower grants Agent, for the benefit of Lender, a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of Borrower or its designee to service the Mortgage Loans in conformity with this Section and any other obligation of Borrower to Lender. Borrower covenants to safeguard such Servicing Records and to deliver them promptly to Agent or its designee (including the Custodian) at Agent's request. (c) If any of the Mortgage Loans are serviced by a third party servicer (such third party servicer, the "SERVICER"), Borrower (i) shall provide a copy of the servicing agreement to Agent, which shall be in form and substance acceptable to Agent (the "SERVICING AGREEMENT"), (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit E hereto (a "SERVICER NOTICE AND AGREEMENT") and shall cause the Servicer to acknowledge and agree to the same and (iii) hereby irrevocably assigns to Lender and such Lender's successors and assigns all right, title and interest of Borrower in, to and under, and the benefits of, and Servicing Agreement with respect to the Mortgage Loans. Any successor or assignee of a Servicer shall be approved in writing by Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations with respect to the Mortgage Loans. (d) If the servicer of the Mortgage Loans is Borrower or an Affiliate of Borrower, Borrower shall provide to Agent a letter from the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, Agent may terminate any Servicing Agreement and transfer servicing to Agent's designee, at no cost or expense to Agent, it being agreed that Borrower will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of Agent. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, unless otherwise agreed in writing by Agent, Borrower will have no right to modify or alter the terms of such Mortgage Loan and Borrower will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in this Agreement. (f) In the event that a Bond Trustee Borrower or its Affiliate is entitled servicing the Mortgage Loans, Borrower shall permit Agent to and directed by the applicable bondholders of the Bonds under the applicable Indenture to exercise inspect Borrower's or its rightAffiliate's servicing facilities, pursuant to the related Bond Agreements, to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider case may be, for the purpose of satisfying Agent that Borrower or its Affiliate, as the Allocation Services hereundercase may be, has the party desiring ability to service the Mortgage Loans as provided in this Agreement. (g) Borrower represents that each Servicing Agreement can be terminated by Borrower without cause and without payment of any termination fee or directed to exercise such right shall promptly give other fee upon not greater than sixty (60) days prior written notice to the other parties (a “Servicer Termination Notice”) thereunder. Borrower shall not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is in accordance with the notice provisions full force and effect and no default or event of this Agreement and consult with the other with respect to the Person who would replace the Company in such capacity and also in its other capacities as Property Servicer default by Borrower exists under each Bond Agreement and/or Receivables Servicer under the Receivables any Servicing Agreement, as applicableand Borrower has no knowledge of any default or event of default thereunder by the Servicer. Any successor to the Company in such capacities shall be agreed to by each Bond Trustee (in accordance with the Bond Agreements) and the Administrative Agent Borrower shall, within ten (10) Business Days days following a written request by Agent, deliver to Agent true and correct copies of the date of the Servicer Termination Notice, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables all Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection Agent.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant Each Loan Party covenants to Section 2, maintain or cause the Company, in its role as collection agent hereunder, shall allocate and remit funds received from Customers for the benefit servicing of the each Bond Issuer, each Bond Trustee, Mortgage Loans to be maintained in conformity with the Buyer and Accepted Servicing Practices. In the Receivables Lenders, respectively, and, until event that the Company’s access to preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the Buyer Accounts is revoked pursuant to date on which all the Account Control Agreements, shall control Obligations have been paid in full or (iii) the movement transfer of such funds out of servicing approved by the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables AgreementsLoan Parties. (b) In If the event that a Bond Trustee is entitled to and directed Mortgage Loans are serviced by the applicable bondholders Loan Parties, (i) the Loan Parties agree that the Agent is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage Loans (the “Servicing Records”), and (ii) the Loan Parties grant the Agent a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of the Bonds under Loan Parties or their designee to service in conformity with this Section and any other obligation of the applicable Indenture to exercise its right, pursuant Loan Parties to the related Bond AgreementsAgent. The Loan Parties covenant to safeguard such Servicing Records and to deliver them promptly to the Agent or its designee at the Agent’s request. (c) If the Mortgage Loans are serviced by a third party servicer (such third party servicer, the “Servicer”), the Loan Parties (i) shall provide a copy of the servicing agreement to replace the Company as Property ServicerAgent, or which shall be in form and substance acceptable to the Agent (the “Servicing Agreement”), and (ii) shall provide a Servicer Notice to the Servicer substantially in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role form of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties Exhibit C hereto (a “Servicer Termination Notice”) and shall cause the Servicer to acknowledge and agree to the same. Any successor or assignee of a Servicer shall be approved in accordance with writing by the notice provisions Agent and shall acknowledge and agree to a Servicer Notice prior to such successor’s assumption of this Agreement and consult with the other servicing obligations with respect to the Person who would replace Mortgage Loans. (d) If the Company in servicer of the Mortgage Loans is a Loan Party or the Servicer is an Affiliate of a Loan Party, such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under Loan Party shall provide to the Receivables Servicing AgreementAgent a letter from such Loan Party or the Servicer, as applicable. Any successor the case may be, to the Company in such capacities shall be agreed to by each Bond Trustee (in accordance with effect that upon the Bond Agreements) and occurrence of an Event of Default, the Administrative Agent within ten (10) Business Days of the date of the Servicer Termination Notice, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables may terminate any Servicing Agreement and in any event transfer servicing to the Receivables Agreements. “Business Day” means Agent’s designee, at no cost or expense to the Agent, it being agreed that the Loan Parties will pay any day other than a Saturdayand all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of the Agent. (e) After the Funding Date, Sundayuntil the pledge of any Mortgage Loan is relinquished by the Agent, the Loan Parties will have no right to modify or any holiday for national banks alter the terms of such Mortgage Loan and the Loan Parties will have no obligation or any New York banking corporation in Charlotteright to repossess such Mortgage Loan or substitute another Mortgage Loan, North Carolinaexcept as provided herein. (f) In the event the Loan Parties or their Affiliate are servicing the Mortgage Loans, Atlantathe Loan Parties shall permit the Agent from time to time to inspect the Loan Parties’ or their Affiliates’ servicing facilities, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection Agentcase may be, for the purpose of satisfying the Agent that the Loan Parties or their Affiliates, as the case may be, has the ability to service the Mortgage Loans as provided in this Agreement.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant Borrower covenants to Section 2cause the Asset and the Underlying Loan to be serviced by Hanover Street Capital, LLC (“Hanover”) or another third party servicer that is not an Affiliate of Borrower and is reasonably acceptable to Lender (the Company“Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise in its role as collection agent hereunder, shall allocate conformity with accepted customary and remit funds received from Customers prudent servicing practices in the industry for the benefit same type of assets as the each Bond Issuer, each Bond Trustee, the Buyer Asset and the Receivables Lenders, respectively, and, until the Company’s access to one or more of the Buyer Accounts is revoked pursuant Underlying Loan and in a manner at least equal in quality to the Account Control Agreementsservicing Guarantor provides for assets owned by Guarantor or its Affiliates (“Accepted Servicing Practices”). Borrower shall not replace the Servicer and/or enter into (or consent to any other Person entering into) a new Servicing Agreement with respect to the Asset without Lender’s prior written consent, which consent shall control the movement of such funds out of the Deposit Accounts (such allocationnot be unreasonably withheld, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables Agreementsconditioned or delayed. (b) In Borrower agrees that Lender is the event that a Bond Trustee is entitled to and directed by the applicable bondholders collateral assignee of the Bonds under the applicable Indenture to exercise its right, pursuant to the related Bond Agreements, to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role all servicing records of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions of this Agreement and consult with the other Borrower with respect to the Person who would replace Asset, if any, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the Company servicing of the Asset (the “Servicing Records”), and Borrower hereby grants Lender a security interest in all of Borrower’s rights relating to the Asset and all Servicing Records to secure the obligation of Borrower or its designee to service in conformity with this Section and any other obligation of Borrower to Lender. Borrower covenants to safeguard such capacity and also in Servicing Records and, during the continuance of an Event of Default, to deliver them promptly to Lender or its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under designee (including the Receivables Servicing AgreementCustodian) at Lender’s written request. (c) Borrower shall permit Lender to inspect Borrower’s or its Affiliates’ servicing facilities pursuant to Section 11.16 below, as applicable. Any successor the case may be, for the purpose of satisfying Lender that Borrower or its Affiliates, as the case may be, have the ability to manage the Asset as provided in this Loan Agreement. (d) On or prior to the Company in such capacities Closing Date, Borrower shall be agreed to by each Bond Trustee (in accordance enter into a Servicer Notice and Agreement with the Bond AgreementsServicer in the form attached hereto as Exhibit C. (e) At the option of Lender, the Loan may be serviced by one or more servicers/trustees (any such servicer/trustee, together with its agent’s, nominees or designees, are collectively referred to as “Loan Servicer”) selected by Lender and the Administrative Agent within ten (10) Business Days Lender may delegate all or any portion of the date of the Servicer Termination Notice, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing its responsibilities under this Loan Agreement and the Receivables Agreementsother Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. “Business Day” means Loan Servicer may, at any day other than a Saturdaytime, Sunday, delegate all or any holiday portion of its responsibilities for national banks the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or New York, New YorkLender hereunder. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection Agent.” The parties hereto Lender and Borrower agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer Hanover shall be the same entityinitial Loan Servicer hereunder. Borrower agrees that it shall be required to pay the Loan Servicer an annual servicing fee of $21,000 during the term of the Loan, payable on a monthly basis ($1,750 per month) on each Payment Date (the “Loan Servicing Fee”). Notwithstanding any collection of the Loan Servicing Fee by Lender on behalf of Loan Servicer, the Loan Servicing Fee will be deemed to have been paid directly to Servicer.

Servicing. (a) Pursuant Each Borrower covenants to Section 2, maintain or cause the Company, servicing of the Mortgage Loans to be maintained in its role as collection agent hereunder, shall allocate conformity with accepted and remit funds received from Customers prudent servicing practices in the industry for the benefit same type of mortgage loans as the each Bond Issuer, each Bond Trustee, Mortgage Loans and in a manner at least equal in quality to the Buyer and servicing such Borrower provides for mortgage loans which it owns. In the Receivables Lenders, respectively, and, until event that the Company’s access to preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the date on which all the Secured Obligations have been paid in full or (iii) the transfer of servicing approved by the Agent in writing. The Agent hereby approves New Century as the initial servicer (the “Initial Servicer”) of the Buyer Accounts is revoked pursuant to the Account Control Agreements, shall control the movement of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables AgreementsMortgage Loans. (b) In If the event Mortgage Loans are serviced by New Century, (i) New Century agrees that the Agent is the collateral assignee of all servicing records, including, but not limited to, any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage Loans (the “Servicing Records”), and (ii) New Century grants the Agent, for the ratable benefit of the Lenders, a Bond Trustee is entitled security interest in all servicing fees and rights relating to the Mortgage Loans and directed all Servicing Records to secure the obligation of New Century or its designee to service in conformity with this Section and any other obligation of New Century to the Lenders. New Century covenants to safeguard such Servicing Records and to deliver them promptly to the Agent or its designee (including the Custodian) at the Agent’s request. (c) If the Mortgage Loans are serviced by a third party servicer (such third party servicer, the “Third Party Servicer”) the Borrowers (i) shall provide a copy of the servicing agreement to the Agent, which shall be in form and substance acceptable to the Agent (the “Servicing Agreement”), and (ii) shall provide a Servicer Notice to the Third Party Servicer substantially in the form of Exhibit G hereto (a “Servicer Notice”) and shall cause such Third Party Servicer to acknowledge and agree to the same. Any successor or assignee of a Third Party Servicer shall be approved in writing by the applicable bondholders Agent and shall acknowledge and agree to a Servicer Notice prior to such successor’s assumption of servicing obligations with respect to the Mortgage Loans. (d) If the Servicer of the Bonds under the applicable Indenture to exercise its rightMortgage Loans is a Borrower or an Affiliate of a Borrower, pursuant such Borrower shall provide to the related Bond AgreementsAgent a letter to the effect that upon the occurrence of an Event of Default, the Agent may terminate any Servicing Agreement and in any event transfer servicing to replace the Company as Property ServicerAgent’s designee, at no cost or in expense to the event Agent, it being agreed that the Administrative Agent is entitled to such Borrower will pay any and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore all fees required to terminate the role Servicing Agreement and to effectuate the transfer of servicing to the designee of the Company as Agent. (e) After the provider Funding Date, until the pledge of any Mortgage Loan is relinquished by the Allocation Services hereunderCustodian, (i) the party desiring or directed to exercise such right Borrowers shall promptly give prior written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions Agent of this Agreement and consult with the other with respect any proposed modification or alteration to the Person who would replace terms of any such Mortgage Loan and unless the Company in Borrowers shall have received the Agent’s written approval of such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicable. Any successor to the Company in such capacities shall be agreed to by each Bond Trustee modification or alteration within five (in accordance with the Bond Agreements) and the Administrative Agent within ten (105) Business Days thereafter, in the event the Borrowers nevertheless make such modification or alteration to the terms of the date of the Servicer Termination Noticesuch Mortgage Loan thereafter, such Mortgage Loan shall thereupon have a Collateral Value equal to zero, and (ii) the Borrowers will have no obligation or right to repossess such successor Mortgage Loan or substitute another Mortgage Loan, except as provided in the Custodial Agreement. (f) In the event any Borrower or its Affiliate is servicing the Mortgage Loans, such Borrower shall permit the Agent from time to time during business hours and upon prior reasonable notice (provided, that if a Default shall have occurred and be continuing, no such notice shall be subject required) to satisfaction of inspect the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a SaturdayBorrower’s or its Affiliate’s servicing facilities, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection Agentcase may be, for the purpose of satisfying the Agent that such Borrower or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Loan Agreement.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant Seller covenants to Section 2, maintain or cause the Company, servicing of the Purchased Assets to be maintained in its role as collection agent hereunder, shall allocate conformity with accepted and remit funds received from Customers prudent servicing practices in the industry for the benefit same type of mortgage loans as the each Bond Issuer, each Bond Trustee, Purchased Assets and in a manner at least equal in quality to the Buyer and servicing Seller provides for mortgage loans which it owns. In the Receivables Lenders, respectively, and, until event that the Company’s access to preceding language is interpreted as constituting one or more servicing contracts between Seller and Buyer, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the Buyer Accounts is revoked pursuant to date on which this Agreement terminates or (iii) the Account Control Agreements, shall control the movement transfer of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables Agreementsservicing approved by Buyer. (b) In If the event Purchased Assets are serviced by Seller, Seller agrees that a Bond Trustee Buyer is entitled the owner of all servicing records, including but not limited to any and directed by all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the applicable bondholders servicing of the Bonds under Purchased Assets (the applicable Indenture “Servicing Records”). Seller covenants to exercise safeguard such Servicing Records and to deliver them promptly to Buyer or its rightdesignee (including Custodian) at Buyer’s request. (c) If the Purchased Assets are serviced by a person or entity other than Seller (such person or entity, pursuant to the related Bond Agreements“Servicer”), to replace the Company as Property ServicerSeller (i) shall, or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with Section (3)(b)(7), provide a copy of the notice provisions servicing agreement to Buyer, which shall be in form and substance acceptable to Buyer (the “Servicing Agreement”), and shall provide a Servicer Notice to Buyer substantially in the form of this Exhibit VII hereto, fully executed by Seller and Servicer; and (ii) hereby irrevocably assigns to Buyer and Buyer’s successors and assigns all right, title and interest of Seller in, to and under, and the benefits of, any Servicing Agreement and consult with the other solely with respect to the Purchased Assets and not with respect to any other Mortgage Loans. Seller agrees that no Person who would replace shall assume the Company in such capacity and also in its other capacities servicing obligations with respect to the Purchased Assets as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicable. Any successor to the Company Servicer unless such successor is approved in writing by Buyer prior to such capacities shall be agreed to by each Bond Trustee assumption of servicing obligations. (in accordance with d) If the Bond Agreements) and the Administrative Agent within ten (10) Business Days servicer of the date Purchased Assets is Seller, upon the occurrence of an Event of Default, Buyer shall have the right to terminate Seller as servicer of the Purchased Assets and transfer servicing to Buyer’s designated Servicer, at no cost or expense to Buyer, at any time thereafter. If the Servicer Termination of the Purchased Assets is not Seller, Buyer shall have the right, as contemplated in the applicable Servicer Notice, and such successor shall be subject upon the occurrence of an Event of Default, to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables terminate any applicable Servicing Agreement and transfer servicing to Buyer’s designated Servicer, at no cost or expense to Buyer, it being agreed that Seller will pay any and all fees required to terminate such Servicing Agreement and to effectuate the Receivables Agreements. “Business Day” means transfer of servicing to Buyer’s designated Servicer, as well as any day other than a Saturdayaccrued servicing fees and unreimbursed expenses payable to such Servicer. (e) After the Purchase Date, Sundayuntil the repurchase of any Purchased Asset, Seller will have no right to modify or any holiday alter the terms of such Purchased Asset if such modification or alternation would materially adversely affect the value of such Purchased Assets and Seller will have no obligation or right to repossess such Purchased Asset or substitute another Mortgage Loan for national banks such Purchased Asset, in each case except as provided in the Custodial and Disbursement Agreement. (f) In the event Seller or any New York banking corporation in Charlotteits Affiliate is servicing the Purchased Assets, North CarolinaSeller shall permit Buyer to inspect Seller’s or its Affiliate’s servicing facilities, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection Agentcase may be, for the purpose of satisfying Buyer that Seller or its Affiliate, as the case may be, has the ability to service the Purchased Assets as provided in this Agreement.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant to Section 2, the Company, in its role as collection agent hereunder, 11.01 The Financed Tax Liens shall allocate and remit funds received from Customers be serviced by an Approved Servicer under an Approved Servicing Agreement for the benefit of the each Bond Issuer, each Bond Trustee, the Buyer and the Receivables Lenders, respectively, and, until the Company’s access to one or more of the Buyer Accounts is revoked pursuant to the Account Control Agreements, shall control the movement of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) Administrative Agent in accordance with Accepted Servicing Practices. So long as no Event of Default has occurred and is continuing, Administrative Agent hereby grants Borrower and each Eligible Asset Owner a revocable license to direct the Approved Servicer of the Eligible Assets, subject however to the terms and conditions of this Agreement. The same entity must always act Upon the occurrence and continuance of an Event of Default on the part of Borrower, such license shall be deemed immediately and automatically revoked. 11.02 Borrower agrees that Administrative Agent is the owner of all servicing records, including but not limited to any and all servicing agreements (the “Servicing Agreements”), files, documents, records, databases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Financed Tax Liens and the Eligible Assets (collectively, the “Servicing Records”) so long as servicer the Financed Tax Liens are subject to this Agreement. Borrower grants Administrative Agent a security interest in its rights with respect to all servicing fees and rights relating to the Financed Tax Liens and the Eligible Assets and all Servicing Records to secure the obligation of Borrower to cause Servicer or its designee to service in conformity with this Agreement and any other obligation of Borrower to Administrative Agent. Borrower covenants to, or to cause the related Servicer to, safeguard such Servicing Records and to deliver them promptly to Administrative Agent or its designee (including the Custodian) at Administrative Agent’s request. 11.03 Borrower shall not enter into, and shall not permit any Eligible Asset Owner to enter into, a Servicing Agreement other than an Approved Servicing Agreement, without the prior approval of Administrative Agent in its sole discretion. 11.04 Borrower shall cause any Servicer engaged by any Eligible Asset Owner to service the Eligible Assets to execute a letter agreement, substantially in the performance form attached hereto as Exhibit M acknowledging that the Administrative Agent has been granted a security interest in the Financed Tax Liens under this Agreement and agreeing that it shall deposit all Income with respect to the Financed Tax Liens into the Collection Account within two (2) Business Days after such Servicer’s receipt thereof. 11.05 Upon the occurrence and during the continuance of an Event of Default, Administrative Agent may, in its sole discretion, and in addition to all other rights and remedies set forth in this Agreement, (i) sell its right to the Financed Tax Liens and the Eligible Assets on a servicing released basis and/or (ii) terminate the Servicer of the Allocation Services as to both the Bond Agreements Financed Tax Liens and the Receivables AgreementsEligible Assets with or without cause, in each case without payment of any termination fee (but subject always to the terms of the applicable Servicing Agreement). 11.06 Upon the occurrence and during the continuance of a Servicer Event of Default, Borrower and each Eligible Asset Owner (bin each case as applicable) shall have the right to (i) exercise any and all rights and remedies provided in the related Servicing Agreement; (ii) designate another successor Servicer within fifteen (15) Business Days after the occurrence of such Servicer Event of Default, provided that such Servicer is reasonably acceptable to Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed); provided further that Administrative Agent, in its sole and absolute discretion, may decide to become the designated successor Servicer if no other successor Servicer is designated within such 15 day period for a period of time until a successor Approved Servicer is designated; (iii) negotiate and execute a definitive Servicing Agreement with such successor Servicer, provided such Servicer is reasonably acceptable to Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed), as soon as is practicable after identifying such successor Servicer, provided however that such Servicing Agreement shall be on substantially similar terms and conditions as the Approved Servicing Agreement with the defaulting Servicer, with such modifications as are reasonably acceptable to Administrative Agent; and (iv) transfer servicing to such successor Servicer as soon as is practicable and legally permissible after identifying such successor Servicer. In the event that ▇▇▇▇▇▇▇▇ does not identify a Bond Trustee successor Servicer within such period, or servicing is entitled to and directed by the applicable bondholders not transferred within sixty (60) days of the Bonds under the applicable Indenture related Servicer Event of Default, then (i) a Cash Sweep Period will be deemed to exercise its righthave occurred until a successor Approved Servicer is designated, pursuant to the related Bond Agreements, to replace the Company as Property Servicer, or in the event that the and (ii) Administrative Agent is entitled to and desires to exercise its shall have the right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (Servicer and appoint a “successor Servicer Termination Notice”) in accordance with the notice provisions of this Agreement at Borrower’s sole cost and consult with the other with respect to the Person who would replace the Company in such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicable. Any successor to the Company in such capacities shall be agreed to by each Bond Trustee (in accordance with the Bond Agreements) and the Administrative Agent within ten (10) Business Days of the date of the Servicer Termination Notice, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection Agentexpense.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant The Borrower covenants to Section 2, maintain or cause the Company, servicing of the Mortgage Loans to be maintained in its role as collection agent hereunder, shall allocate conformity with accepted and remit funds received from Customers prudent servicing practices in the industry for the benefit same type of mortgage loans as the each Bond Issuer, each Bond Trustee, Mortgage Loans and in a manner at least equal in quality to the Buyer and servicing the Receivables Lenders, respectively, and, until Borrower provides to mortgage loans which it owns. In the Company’s access to event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the Buyer Accounts is revoked pursuant to date on which all the Account Control AgreementsSecured Obligations have been paid in full, shall control or (iii) the movement transfer of such funds out of servicing approved by the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables AgreementsBorrower. (b) In If the event that a Bond Trustee is entitled to and directed Mortgage Loans are serviced by the applicable bondholders Borrower, (i) the Borrower agrees that Lender is the owner of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage Loans (the "Servicing Records"), and (ii) the Borrower grants the Lender a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of the Bonds under Borrower or its designee to service in conformity with this Section and any other obligation of Borrower to the applicable Indenture Lender. The Borrower covenants to exercise safeguard such Servicing Records and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender's request. (c) If the Mortgage Loans are serviced by a third party servicer (such third party servicer, the "Servicer"), the Borrower (i) shall provide a copy of the servicing agreement to the Lender, which shall be in form and substance acceptable to the Lender (the "Servicing Agreement"); and (ii) hereby irrevocably assigns to the Lender and Lender's successors and assigns all right, pursuant to title, interest and the related Bond Agreements, to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role benefits of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions of this Agreement and consult with the other Servicing Agreements with respect to the Person who would replace Mortgage Loans. (d) If the Company in such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under is the Receivables Servicing AgreementBorrower or an Affiliate of the Borrower, as applicable. Any successor the Borrower shall provide to the Company in such capacities shall be agreed to by each Bond Trustee (in accordance with the Bond Agreements) and the Administrative Agent within ten (10) Business Days of the date of Lender a letter from the Servicer Termination Noticeto the effect that upon the occurrence of an Event of Default, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy Lender may terminate the provisions of the Receivables Servicing Agreement and transfer such servicing to its designee, at no cost or expense to the Receivables Agreements. “Business Day” means Lender, it being agreed that the Borrower will pay any day other than a Saturdayand all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the Lender. (e) After the Funding Date, Sundayuntil the pledge of such Mortgage Loan is relinquished by the Custodian, the Borrower will have no right to modify or any holiday for national banks alter the terms of the Mortgage Loan and the Borrower will have no obligation or any New York banking corporation right to repossess the Mortgage Loan or substitute another Mortgage Loan, except as provided in Charlottethe Custodial Agreement. (f) In the event the Borrower or its Affiliate is servicing the Mortgage Loans, North Carolinathe Borrower shall permit the Lender to inspect the Borrower's or its Affiliate's servicing facilities, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection Agentcase may be, for the purpose of satisfying the Lender that the Borrower or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Loan Agreement.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant Seller and Servicer covenant to Section 2, maintain or cause the Company, in its role as collection agent hereunder, shall allocate and remit funds received from Customers for the benefit servicing of the each Bond IssuerPurchased Loans to be maintained in conformity with Accepted Servicing Practices and pursuant to the related underlying Servicing Agreement. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each Bond Trusteesuch servicing contract shall terminate automatically upon the earliest of (i) the termination thereof by Buyer pursuant to subsection (d) below, (ii) thirty (30) days after the last Purchase Date of such Purchased Loan, (iii) a Default or an Event of Default, (iv) the date on which all the Obligations have been paid in full, or (v) the transfer of servicing to any entity approved by Buyer and the Receivables Lendersassumption thereof by such entity. Upon any such termination, respectivelySeller and Servicer, andas applicable, until shall comply with the Company’s access requirements set forth in Section 13(hh) as to one or more the delivery of the Buyer Accounts is revoked pursuant to the Account Control Agreements, shall control the movement of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements Servicing Records and the Receivables Agreementsphysical servicing of each Purchased Loan. (b) In During any period Seller or Servicer is servicing any Purchased Loans, (i) Seller and Servicer agree that Buyer is the event that owner of the Servicing Rights and all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Loans (the “Servicing Records”), and (ii) Servicer grants Buyer a Bond Trustee security interest in all servicing fees and rights relating to the Purchased Loans and all Servicing Records to secure the obligation of Seller, Servicer or any Subservicer to service in conformity with this Section 43 and any other obligation of Seller and/or Servicer to Buyer. At all times during the term of this Agreement, Servicer covenants to hold such Servicing Records in trust for Buyer and to safeguard, or cause each Subservicer to safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the related Servicing Agreement promptly to Buyer or its designee (including Custodian) at Buyer’s request or otherwise as required by operation of Section 13(hh) hereof. It is entitled to understood and directed agreed by the applicable bondholders parties that prior to an Event of Default, Servicer may retain the Bonds under the applicable Indenture to exercise its right, pursuant to the related Bond Agreements, to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions of this Agreement and consult with the other servicing fees with respect to the Person who would replace Purchased Loans. (c) If any Loan that is proposed to be sold on a Purchase Date is serviced by a servicer other than Seller or Servicer (including any interim servicer) (a “Subservicer”), or if the Company in servicing of any Purchased Loan is to be transferred to a Subservicer, Seller shall provide a copy of the related servicing agreement and an Instruction Letter executed by such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under Subservicer (collectively, the Receivables “Servicing Agreement”) to Buyer at least three (3) Business Days prior to such Purchase Date or transfer date, as applicable, which Servicing Agreement shall be in form and substance acceptable to Buyer. Any successor In addition, Seller shall have obtained the prior written consent of Buyer for such Subservicer to subservice the Loans. (d) In addition to the Company rights provided in Section 43(a), Buyer shall have the right, exercisable at any time in its sole discretion, upon written notice, to terminate Seller, Servicer or any Subservicers as servicer or subservicer, respectively, and any related Servicing Agreement. With respect to any Servicing Rights, any such capacities termination shall be agreed to by each Bond Trustee (in accordance with the Bond Agreements) and the Administrative Agent within ten (10) Business Days effective as of the date that occurs thirty (30) days after the last Purchase Date. Upon the effectiveness of any such termination, Servicer shall transfer or shall cause Subservicer to transfer such servicing with respect to such Purchased Loans to Buyer or its designee, at no cost or expense to Buyer. Seller and Servicer, as applicable, agree to cooperate with Buyer in connection with the transfer of servicing. (e) Buyer shall have the right in its sole discretion to appoint a third party to perform due diligence with respect to Servicer’s servicing facilities at any time. Servicer Termination Noticeshall cooperate with Buyer and/or its designees to provide access to Servicer’s servicing facilities including without limitation its books and records with respect to Servicer’s servicing portfolio and the Purchased Loans. In addition to the foregoing, and such successor Servicer shall be subject permit Buyer to satisfaction inspect upon reasonable prior written notice at a mutually convenient time, Servicer’s servicing facilities, as the case may be, for the purpose of satisfying Buyer that Servicer has the Rating Agency Condition (ability to service the Loans as defined below) and otherwise satisfy the provisions of the Receivables Servicing provided in this Agreement and in any Servicing Agreement. In addition, with respect to any Subservicer which is not an Affiliate of Servicer, Servicer shall use its best efforts to enable Buyer to inspect the Receivables Agreements. “Business Day” means servicing facilities of such Subservicer and to cause such Subservicer to cooperate with Buyer and/or its designees in connection with any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent due diligence performed by Buyer and/or such designees in accordance with this Section 4 is referred to herein as the “Replacement Collection Agent.” The parties hereto 43(e). Seller and Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with any entity succeeding due diligence or inspection performed pursuant to the rights of the Company as Receivables Servicer or as Property Servicer this Section 43(e) shall be the same entitypaid by Buyer.

Servicing. (a) Pursuant to Section 2, Each servicer of any Purchased Asset (including the Company, in its role as collection agent hereunder, Interim Servicer) shall allocate and remit funds received from Customers service the Purchased Assets for the benefit of Buyer and Buyer’s successors and assigns. Each Seller shall cause each such servicer (including the Interim Servicer) to service the Purchased Assets at such Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices; provided that, without prior written consent of Buyer in its sole discretion as required by Article 7(d), no servicer (including the Interim Servicer and the primary servicer) of any of the Purchased Assets shall take any action with respect to any Purchased Asset described in Article 7(d). (b) Each Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements and pooling and servicing agreements (including, without limitation each Bond Issuer, each Bond TrusteeInterim Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Each Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request. Sellers shall cause each Foreign Purchased Asset to be serviced by a servicer acceptable to Buyer and in accordance with a Servicing Agreement in the Receivables Lendersform set forth in Exhibit XVII hereto. (c) Upon the occurrence and during the continuance of an Event of Default, respectivelyBuyer may, andin its sole discretion, until (i) sell its right to the Company’s access to one Purchased Assets on a servicing released basis and/or (ii) terminate Seller (as the servicer), the Interim Servicer or more any other servicer or sub-servicer of the Buyer Accounts is revoked Purchased Assets with or without cause, in each case without payment of any termination fee. (d) Neither Seller shall employ sub-servicers or any other servicers other than the Interim Servicer pursuant to the Account Control Agreementsapplicable Interim Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, shall control in Buyer’s sole discretion. If the movement of such funds out of Purchased Assets are serviced by a sub-servicer or any other servicer, the Deposit Accounts applicable Seller shall, irrevocably assign all rights, title and interest (such allocation, remittance and deposits hereafter called the “Allocation Services”if any) in the servicing agreements in the related Purchased Assets to Buyer. Each Seller shall cause all servicers (other than the Interim Servicer) and sub-servicers engaged by such Seller to execute the Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income and other amounts with respect to the Purchased Assets in accordance with the applicable Servicing Agreement and so long as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to such Seller and each such servicer of an Event of Default under this Agreement, each such servicer (including the Interim Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyer. Each Seller shall cause each Servicing Agreement (including each Interim Servicing Agreement) to be consistent with the terms of this Agreement. The same entity must always act as servicer in Agreement and each Servicer (including the performance of the Allocation Services as Interim Servicer) to both the Bond Agreements and the Receivables Agreementscomply with such terms. (be) In The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement. (f) For the event that a Bond Trustee is entitled avoidance of doubt, each Seller retains no economic rights to and directed by the applicable bondholders of the Bonds servicing, other than such Seller’s rights under the applicable Indenture Interim Servicing Agreement. As such, each Seller expressly acknowledges that the Purchased Assets are sold to exercise its rightBuyer on a “servicing released” basis with such servicing retained by the Servicer. (g) Each Seller shall cause each servicer of a Purchased Asset to provide to Buyer, pursuant the Interim Servicer, and to the related Bond AgreementsCustodian via electronic transmission, promptly upon request by Buyer a Servicing Tape for the month (or any portion thereof) prior to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions of this Agreement and consult with the other with respect to the Person who would replace the Company in such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicable. Any successor to the Company in such capacities shall be agreed to by each Bond Trustee (in accordance with the Bond Agreements) and the Administrative Agent within ten (10) Business Days of the date of Buyer’s request; provided, that to the extent any servicer does not provide any such Servicing Tape, such Seller shall prepare and provide to Buyer, the Interim Servicer Termination Noticeand Custodian via electronic transmission a remittance report containing the servicing information that would otherwise be set forth in the Servicing Tape; and provided, and further, that regardless of whether such successor Seller at any time delivers any such remittance report, such Seller shall be subject at all times use commercially reasonable efforts to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables cause each servicer to provide each Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent Tape in accordance with this Section 4 is referred to herein as the “Replacement Collection Agentherewith.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant You covenant to Section 2, maintain or cause the Company, servicing of the Collateral to be maintained in its role as collection agent hereunder, shall allocate conformity with accepted and remit funds received from Customers prudent servicing practices in the industry for the benefit same type of mortgage loans as the each Bond Issuer, each Bond Trustee, Collateral and in a manner at least equal in quality to the Buyer and servicing you provide for Collateral which you own. In the Receivables Lenders, respectively, and, until event that the Company’s access to preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the Buyer Accounts is revoked pursuant to date on which all the Account Control Agreements, shall control Secured Obligations have been paid in full or (iii) the movement transfer of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables Agreementsservicing approved by us. (b) In If the event Collateral is serviced by you, (i) you agree that we are the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Collateral (the "SERVICING RECORDS"), and (ii) you grant us a Bond Trustee is entitled security interest in all servicing fees and rights relating to the Collateral and all Servicing Records to secure your obligation or your designee to service in conformity with this Section and any other of your obligations to us. You covenant to safeguard such Servicing Records and to deliver them promptly to us or our designee (including the Custodian) at our request. (c) The Collateral consisting of Mortgage Loans may be serviced by a third-party servicer (such third-party servicer, the "SERVICER"), provided that, (i) you provide a copy of the servicing agreement to us, which shall be in form and substance acceptable to us (the "SERVICING AGREEMENT"); (ii) you hereby irrevocably assign to us and our successors and assigns all of your right, title, interest in, to and directed by under, and the applicable bondholders of the Bonds under the applicable Indenture to exercise its rightbenefits of, pursuant to the related Bond Agreements, to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions of this any Servicing Agreement and consult with the other with respect to the Person who would replace Collateral; (iii) such Servicer is acceptable to us; (iv) the Company in such capacity servicing fee is no greater than 1.00%, per annum, accrued on the outstanding Eligible Mortgage Loan balance; and also in its other capacities as Property (v) upon an Event of Default, we reserve the sole right to terminate the Servicer and appoint a successor Servicer. (d) Upon the occurrence of an Event of Default and to the extent that you have the right to assign a successor servicer under each Bond Agreement and/or Receivables Servicer under the Receivables any Pooling and Servicing Agreement, as applicable. Any successor you hereby grant and assign to us such rights. (e) You shall provide to us a letter from you or the Servicer, to the Company in such capacities shall be agreed to by each Bond Trustee (in accordance with effect that upon the Bond Agreements) and the Administrative Agent within ten (10) Business Days occurrence of the date an Event of the Servicer Termination NoticeDefault, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables we may terminate any Servicing Agreement and transfer servicing to our designee, at no cost or expense to us, it being agreed that you will pay any and all fees required to terminate the Receivables Agreements. “Business Day” means Servicing Agreement and to effectuate the transfer of servicing to our designee. (f) After the Funding Date, until the pledge of any day other than a SaturdayCollateral is relinquished by us or the Custodian, Sundayas applicable, you will have no right to modify or any holiday for national banks alter the terms of such item of Collateral and you will have no obligation or any New York banking corporation right to repossess such Collateral or substitute another item of Collateral, except as expressly provided herein or in Charlottethe Custodial Agreement. (g) In the event you or your Affiliate is servicing the Collateral, North Carolinayou shall permit us to inspect you or your Affiliate's servicing facilities, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection Agentcase may be, for the purpose of satisfying us that you or your Affiliate, as the case may be, has the ability to service the Collateral as provided in this Loan and Security Agreement.” The parties hereto agree that (h) You shall indemnify and hold us harmless from any entity succeeding liability resulting from any failure on your part to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entitycomply with your obligations under this section.

Servicing. (a) Pursuant Sellers and Servicer covenant to Section 2, maintain or cause the Company, in its role as collection agent hereunder, shall allocate and remit funds received from Customers for the benefit servicing of the each Bond IssuerPurchased Loans to be maintained in conformity with Accepted Servicing Practices and pursuant to the related underlying Servicing Agreement. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each Bond Trusteesuch servicing contract shall terminate automatically upon the earliest of (i) the termination thereof by Buyer pursuant to subsection (d) below, (ii) thirty (30) days after the last Purchase Date of such Purchased Loan, (iii) a Default or an Event of Default, (iv) the date on which all the Obligations have been paid in full, or (v) the transfer of servicing to any entity approved by Buyer and the Receivables Lendersassumption thereof by such entity. Upon any such termination, respectivelySellers and Servicer, andas applicable, until shall comply with the Company’s access requirements set forth in Section 13(hh) as to one or more the delivery of the Buyer Accounts is revoked pursuant to the Account Control Agreements, shall control the movement of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements Servicing Records and the Receivables Agreementsphysical servicing of each Purchased Loan. (b) In During any period a Seller or Servicer is servicing any Purchased Loans, (i) Sellers and Servicer agree that Buyer is the event that owner of the Servicing Rights and all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Loans (the “Servicing Records”), and (ii) Servicer grants Buyer a Bond Trustee security interest in all servicing fees and rights relating to the Purchased Loans and all Servicing Records to secure the obligation of Sellers, Servicer or any Subservicer to service in conformity with this Section 43 and any other obligation of Sellers and/or Servicer to Buyer. At all times during the term of this Agreement, Servicer covenants to hold such Servicing Records in trust for Buyer and to safeguard, or cause each Subservicer to safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the related Servicing Agreement promptly to Buyer or its designee (including Custodian) at Buyer’s request or otherwise as required by operation of Section 13(hh) hereof. It is entitled to understood and directed agreed by the applicable bondholders parties that prior to an Event of Default, Servicer may retain the Bonds under the applicable Indenture to exercise its right, pursuant to the related Bond Agreements, to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions of this Agreement and consult with the other servicing fees with respect to the Person who would replace Purchased Loans. (c) If any Loan that is proposed to be sold on a Purchase Date is serviced by a servicer other than Seller or Servicer (including any interim servicer) (a “Subservicer”), or if the Company in servicing of any Purchased Loan is to be transferred to a Subservicer, Sellers shall provide a copy of the related servicing agreement and an Instruction Letter executed by such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under Subservicer (collectively, the Receivables “Servicing Agreement”) to Buyer at least three (3) Business Days prior to such Purchase Date or transfer date, as applicable, which Servicing Agreement shall be in form and substance acceptable to Buyer. Any successor In addition, Sellers shall have obtained the prior written consent of Buyer for such Subservicer to subservice the Loans. (d) In addition to the Company rights provided in Section 43(a), Buyer shall have the right, exercisable at any time in its sole discretion, upon written notice, to terminate any Seller, Servicer or any Subservicers as servicer or subservicer, respectively, and any related Servicing Agreement. With respect to any Servicing Rights, any such capacities termination shall be agreed to by each Bond Trustee (in accordance with the Bond Agreements) and the Administrative Agent within ten (10) Business Days effective as of the date that occurs thirty (30) days after the last Purchase Date. Upon the effectiveness of any such termination, Servicer shall transfer or shall cause Subservicer to transfer such servicing with respect to such Purchased Loans to Buyer or its designee, at no cost or expense to Buyer. Sellers and Servicer, as applicable, agree to cooperate with Buyer in connection with the transfer of servicing. (e) Buyer shall have the right in its sole discretion to appoint a third party to perform due diligence with respect to Servicer’s servicing facilities at any time. Servicer Termination Noticeshall cooperate with Buyer and/or its designees to provide access to Servicer’s servicing facilities including without limitation its books and records with respect to Servicer’s servicing portfolio and the Purchased Loans. In addition to the foregoing, and such successor Servicer shall be subject permit Buyer to satisfaction inspect upon reasonable prior written notice at a mutually convenient time, Servicer’s servicing facilities, as the case may be, for the purpose of satisfying Buyer that Servicer has the Rating Agency Condition (ability to service the Loans as defined below) and otherwise satisfy the provisions of the Receivables Servicing provided in this Agreement and in any Servicing Agreement. In addition, with respect to any Subservicer which is not an Affiliate of Servicer, Servicer shall use its best efforts to enable Buyer to inspect the Receivables Agreements. “Business Day” means servicing facilities of such Subservicer and to cause such Subservicer to cooperate with Buyer and/or its designees in connection with any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent due diligence performed by Buyer and/or such designees in accordance with this Section 4 is referred to herein as the “Replacement Collection Agent.” The parties hereto 43(e). Seller and Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with any entity succeeding due diligence or inspection performed pursuant to the rights of the Company as Receivables Servicer or as Property Servicer this Section 43(e) shall be the same entitypaid by Buyer.

Servicing. (a) Pursuant Each Borrower covenants to Section 2, maintain or cause the Company, servicing of the Mortgage Loans to be maintained in its role as collection agent hereunder, shall allocate and remit funds received from Customers conformity with Accepted Servicing Practices in the industry for the benefit same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing each Bond Issuer, each Bond Trustee, Borrower provides for mortgage loans which it owns. In the Buyer and event that the Receivables Lenders, respectively, and, until the Company’s access to preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the Buyer Accounts is revoked pursuant to date on which all the Account Control Agreements, shall control Secured Obligations have been paid in full or (iii) the movement transfer of such funds out of servicing approved by the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables AgreementsBorrowers. (b) In If the event Mortgage Loans are serviced by a Borrower, (i) such Borrower agrees that the Lender is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer files, copies of computer files, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage Loans (the “Servicing Records”), and (ii) such Borrower grants the Lender a Bond Trustee is entitled security interest in all servicing fees and rights relating to the Mortgage Loans and directed by all Servicing Records to secure the applicable bondholders obligation of each Borrower or its designee to service in conformity with this Section and any other obligation of the Bonds under the applicable Indenture to exercise its right, pursuant Borrowers to the related Bond AgreementsLender. The Borrowers covenants to safeguard such Servicing Records and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender’s request. (c) If the Mortgage Loans are serviced by a third party servicer other than Aames Funding Corporation (such third party servicer, the “Servicer”), the Borrowers (i) shall provide a copy of the servicing agreement to replace the Company as Property ServicerLender, or which shall be in form and substance acceptable to the Lender (the “Servicing Agreement”), and (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role form of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties Exhibit G hereto (a “Servicer Termination NoticeNotice and Agreement”) in accordance with and shall cause the notice provisions Servicer to acknowledge and agree to the same, and (iii) hereby irrevocably assigns to the Lender and the Lender’s successors and assigns all right, title, interest of this the Borrowers in, to and under, and the benefits of, any Servicing Agreement and consult with the other with respect to the Person who would replace the Company in such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicableMortgage Loans. Any successor or assignee of a Servicer shall be approved in writing by the Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor’s assumption of servicing obligations with respect to the Company in such capacities shall be agreed to by each Bond Trustee Mortgage Loans. (in accordance with d) If the Bond Agreements) and the Administrative Agent within ten (10) Business Days Servicer of the date of Mortgage Loans is a Borrower or the Servicer Termination Noticeis an Affiliate of a Borrower, and such successor Borrower shall be subject provide to satisfaction the Lender a letter from the Borrowers or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Lender may terminate any Servicing Agreement and in any event transfer servicing to the Receivables Agreements. “Business Day” means Lender’s designee, at no cost or expense to the Lender, it being agreed that the Borrowers will pay any day other than and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of the Lender. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, the Borrowers will have no right to modify or alter the terms of such Mortgage Loan and the Borrowers will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in the Custodial Agreement. (f) In the event a SaturdayBorrower or its Affiliate is servicing the Mortgage Loans, Sundaysuch Borrower shall permit the Lender to inspect such Borrower’s or its Affiliate’s servicing facilities, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection Agentcase may be, for the purpose of satisfying the Lender that such Borrower or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Loan Agreement.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant Borrower covenants to Section 2, maintain or cause the Company, in its role as collection agent hereunder, shall allocate and remit funds received from Customers for the benefit servicing of the Collateral to be maintained with respect to each Bond Issuer, each Bond Trustee, type of Collateral pledged to Lender hereunder in conformity with accepted and prudent servicing practices in the Buyer industry for such same type of Collateral and in a manner at least equal in quality to the Receivables Lenders, respectively, and, until servicing Borrower provides for assets similar to such Collateral which it owns. In the Company’s access to event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the Buyer Accounts is revoked pursuant to date on which all the Account Control AgreementsSecured Obligations have been paid in full or (iii) the transfer of servicing approved by Borrower and Lender, which Lender's consent shall control not be unreasonably withheld. Midland Loan Services, Inc. ("Midland") shall be the movement of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables Agreementsinitial servicer. (b) In If the event Collateral, or any portion thereof, is serviced by Borrower, (i) Borrower agrees that Lender is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Collateral (the "Servicing Records"), and (ii) Borrower grants Lender a Bond Trustee security interest in all servicing fees and rights relating to such Collateral and all Servicing Records to secure the obligation of Borrower or its designee to service in conformity with this Section and any other obligation of Borrower to Lender. Borrower covenants to safeguard such Servicing Records and to deliver them promptly to Lender or its designee (including Custodian) at Lender's request. (c) If the Collateral, or any portion thereof, is entitled serviced by a third party servicer (such third party servicer, the "Servicer"), Borrower (i) shall provide a copy of the servicing agreement to Lender, which shall be in form and substance acceptable to Lender (the "Servicing Agreement"); and (ii) hereby irrevocably assigns to Lender and Lender's successors and assigns all right, title, interest of Borrower in, to and directed by under, and the applicable bondholders of the Bonds under the applicable Indenture to exercise its rightbenefits of, pursuant to the related Bond Agreements, to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions of this any Servicing Agreement and consult with the other with respect to the Person who would replace the Company in such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicableCollateral. Any successor to the Company in such capacities Servicer shall be agreed approved in writing by Lender prior to by each Bond Trustee such successor's assumption of servicing obligations with respect to such Collateral. The Travelers Real Estate Investment Group ("Travelers") is hereby approved as a Servicer, subject to (x) there having occurred no materially adverse change in accordance with the Bond Agreements) and the Administrative Agent within ten (10) Business Days of Travelers' ability to perform as Servicer prior to the date of Lender's approval hereunder of any servicing agreement between Borrower and Travelers and (y) the Servicer Termination Noticesatisfaction by Borrower of clause (i) hereof and the delivery by Borrower to Lender of such additional documentation as Lender may require to further evidence the security interest granted to Lender by Borrower in Borrower's interest in any servicing agreement entered into between Borrower and Travelers. (d) Borrower shall provide to Lender a letter from Borrower (if Borrower is the Servicer) or the Servicer, and such successor shall be subject as the case may be, to satisfaction the effect that upon the occurrence of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions an Event of the Receivables Default, Lender may terminate any Servicing Agreement and transfer servicing to its designee, at no cost or expense to Lender, it being agreed that Borrower will pay any and all fees required to terminate the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred Servicing Agreement and to herein as effectuate the “Replacement Collection Agent.” The parties hereto agree that any entity succeeding transfer of servicing to the rights designee of the Company as Receivables Servicer or as Property Servicer shall be the same entityLender.

Servicing. (a) Pursuant Subject to Section 243(d) below, Seller covenants to maintain or cause the Company, in its role as collection agent hereunder, shall allocate and remit funds received from Customers for the benefit servicing of the each Bond IssuerPurchased Loans to be maintained in conformity with Accepted Servicing Practices and pursuant to the related underlying Servicing Agreement. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each Bond Trusteesuch servicing contract shall terminate automatically upon the earliest of (i) the termination thereof by Buyer pursuant to subsection (d) below, (ii) thirty (30) days after the last Purchase Date of such Purchased Loan, (iii) a Default or an Event of Default, (iv) the date on which all the Obligations have been paid in full, (v) the transfer of servicing to any entity approved by Buyer and the Receivables Lenders, respectively, and, until the Company’s access assumption thereof by such entity or (vi) upon written notice from Buyer to one or more of the Seller which may be provided by Buyer Accounts is revoked pursuant to the Account Control Agreements, shall control the movement of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) at any time in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables Agreementsits sole discretion. (b) In During the event period Seller is servicing the Purchased Loans, (i) Seller agrees that Buyer is the owner of all Servicing Records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Loans (the “Servicing Records”), and (ii) Seller grants Buyer a Bond Trustee security interest in all servicing fees and rights relating to the Purchased Loans and all Servicing Records to secure the obligation of Seller or its designee to service in conformity with this Section 43 and any other obligation of Seller to Buyer. At all times during the term of this Agreement, Seller covenants to hold such Servicing Records in trust for Buyer and to safeguard, or cause each Subservicer to safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the related Servicing Agreement promptly to Buyer or its designee (including the Custodian) at Buyer’s request or otherwise as required by operation of Section 13(hh) hereof. It is entitled to understood and directed agreed by the applicable bondholders parties that prior to an Event of Default, Seller, as servicer shall retain the Bonds under the applicable Indenture to exercise its right, pursuant to the related Bond Agreements, to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions of this Agreement and consult with the other servicing fees with respect to the Person who would replace Purchased Loans. (c) If any Loan that is proposed to be sold on a Purchase Date is serviced by a servicer other than Seller (such third party servicer, the Company in “Subservicer”), or if the servicing of any Purchased Loan is to be transferred to a Subservicer, Seller shall provide a copy of the related servicing agreement with an Instruction Letter executed by such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under Subservicer (collectively, the Receivables “Servicing Agreement”) to Buyer at least three (3) Business Days prior to such Purchase Date or transfer date, as applicable, which Servicing Agreement shall be in form and substance acceptable to Buyer. In addition, Seller shall have obtained the prior written consent of Buyer for such Subservicer to subservice the Loans, which consent may be withheld in Buyer’s sole discretion. All Subservicers shall be listed on Schedule 5 attached hereto. Initially, Seller shall not use a Subservicer. (d) Buyer shall have the right, exercisable at any time in its sole discretion, upon written notice, to terminate any of Seller or Subservicer as servicer or subservicer, respectively of any of the Purchased Loans and any related Servicing Agreement (to the extent permitted therein). Any successor Servicing Agreement shall be terminable at will by Buyer and shall be terminable under each of the conditions set forth in Section 13(hh) hereof. Upon any such termination, Seller shall transfer or shall cause the Subservicer to transfer such servicing with respect to such Purchased Loans to Buyer or its designee, at no cost or expense to Buyer. Seller agrees to cooperate with Buyer in connection with the transfer of servicing. (e) After the Purchase Date, until the Repurchase Date, Seller will have no right to modify or alter the terms of the Loan or consent to the Company modification or alteration of the terms of any Loan, and Seller will have no obligation or right to repossess any Loan or substitute another Loan, except as provided in any Custodial Agreement. (f) Seller shall permit Buyer to inspect upon reasonable prior written notice at a mutually convenient time, Seller’s or its Affiliate’s servicing facilities, as the case may be, for the purpose of satisfying Buyer that Seller or its Affiliate, as the case may be, has the ability to service the Loans as provided in this Agreement. In addition, with respect to any Subservicer which is not an Affiliate of Seller, Seller shall use its best efforts to enable Buyer to inspect the servicing facilities of such capacities Subservicer. (g) Following the origination of any Purchased Loan that has not been repurchased, Seller shall make all Principal Advances and Servicing Advances as required under the related Mortgage, Note and the HECM Handbook, as applicable, and any increase to the principal balance of such Purchased Loan as a result of any such Principal Advances and Servicing Advances shall automatically become subject to the same Transaction to which such Purchased Loan is subject. Notwithstanding anything to the contrary herein, in no event shall Buyer have any obligation to fund, or reimburse Seller for any such Principal Advances or Servicing Advances made after the origination of such Purchased Loan, which obligations shall be agreed to retained by each Bond Trustee (in accordance with the Bond Agreements) and the Administrative Agent within ten (10) Business Days of the date of the Servicer Termination NoticeSeller, and such successor Principal Advances or Servicing Advances after the Purchase Date shall be subject to satisfaction not increase the Purchase Price or Repurchase Price of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection Agentsuch Purchased Loan.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant Notwithstanding anything to the contrary contained herein or in any other Transaction Document, this Article shall apply to the servicing of all HCRE Loans. (b) The servicing, administering and collection of the HCRE Loans hereunder and under the Servicing Contract shall be conducted by the Person so designated from time to time as Servicer in accordance with this Section 211.1. Each of the Borrower, the CompanyAdministrative Agent and the Lenders hereby appoints as its agent the Servicer, from time to time designated pursuant to this Section, to enforce its respective rights and interests in and under the HCRE Loans. To the extent permitted by Applicable Law, each of the Borrower and the Initial Servicer (to the extent not then acting as Servicer hereunder) hereby grants to any Servicer appointed hereunder an irrevocable power of attorney to take any and all steps as necessary or desirable, in its role the reasonable determination of the Servicer, to collect all amounts due under any and all HCRE Loans, including endorsing the Borrower’s and/or the Initial Servicer’s name on checks and other instruments representing Collections and enforcing such HCRE Loans and to take all such other actions set forth in this Article XI. Until the Administrative Agent gives notice to the Servicer (in accordance with this Section 11.1(b)) of the designation of a new Servicer, the Initial Servicer is hereby designated as, hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof and makes as collection agent hereunder, shall allocate and remit funds received from Customers to itself for the benefit of the Administrative Agent and the Lenders each Bond Issuerof the representations and warranties set forth, each Bond Trusteeand on the dates specified, in Article IV and Article V hereof mutatis mutandis. Upon either (i) prior written notice to the Initial Servicer or (ii) the occurrence of a Servicer Removal Event or an Event of Default, the Buyer Administrative Agent may designate as Servicer any Person (including itself) to succeed the Initial Servicer or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and the Receivables Lenders, respectively, and, until the Company’s access to one or more obligations of the Buyer Accounts is revoked Servicer pursuant to the Account Control Agreementsterms hereof. (c) Upon the designation of a successor Servicer as set forth above, shall control the movement Initial Servicer agrees that it will terminate its activities as Servicer hereunder and under the Servicing Contract in a manner which the Administrative Agent determines will facilitate the transition of the performance of such funds out activities to the new Servicer, and the Initial Servicer shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of records and use by the new Servicer of all records, licenses, hardware or software necessary or desirable to collect the HCRE Loans. (d) The Initial Servicer acknowledges that the Borrower, the Administrative Agent and the Lenders have relied on the Initial Servicer’s agreement to act as Servicer hereunder in making their decision to execute and deliver this Agreement. Accordingly, the Initial Servicer agrees that it will not voluntarily resign as Servicer. (e) The Servicer may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Servicer, without the prior written consent of the Deposit Accounts Administrative Agent; provided that, the Servicer shall continue to remain solely liable for the performance of the duties as Servicer hereunder notwithstanding any such delegation hereunder. (such allocation, remittance and deposits hereafter called f) Servicer shall service the “Allocation Services”) in accordance with HCRE Loans on behalf of Borrower pursuant to the terms of this AgreementAgreement and the Servicing Contract. The same entity Servicing Contract shall contain provisions which are consistent with this Article XI and must always act as servicer otherwise be in the performance of the Allocation Services as form and substance satisfactory to both the Bond Agreements and the Receivables AgreementsAdministrative Agent. (bg) In the event that a Bond Trustee is entitled to and directed by the applicable bondholders of the Bonds under the applicable Indenture to exercise its right, pursuant Notwithstanding anything to the related Bond Agreements, to replace the Company as Property Servicer, contrary contained herein or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunderany other Transaction Document, the party desiring only amount payable to Servicer as compensation for its role as servicer or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions of this Agreement and consult with the other with respect to the Person who would replace the Company in such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicable. Any successor to the Company in such capacities otherwise shall be agreed to by the Servicing Fee and reimbursement for Servicing Expenses, each Bond Trustee (in accordance with the Bond Agreements) and the Administrative Agent within ten (10) Business Days of the date of the Servicer Termination Notice, and such successor which shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent payable solely in accordance with this Section 4 is referred to herein as Agreement and the “Replacement Collection Agent.” Servicing Contract. The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be solely responsible for the same entitypayment, from Servicer’s own funds, of all other fees and expenses, which shall not be payable under this Agreement or the other Transaction Documents.

Servicing. (a) Pursuant Each Borrower covenant to Section 2, maintain or cause the Company, servicing of the Mortgage Loans to be maintained in its role as collection agent hereunder, shall allocate conformity with accepted and remit funds received from Customers prudent servicing practices in the industry for the benefit same type of mortgage loans as the each Bond Issuer, each Bond Trustee, Mortgage Loans and in a manner at least equal in quality to the Buyer and servicing the Receivables Lenders, respectively, and, until Borrowers provide for mortgage loans which it owns. In the Company’s access to event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the Buyer Accounts is revoked pursuant to date on which all the Account Control Agreements, shall control Secured Obligations have been paid in full or (iii) the movement transfer of such funds out of servicing approved by the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables AgreementsBorrowers. (b) In If the event Mortgage Loans are serviced by a Borrower, (i) such Borrower agrees that the Lender is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage Loans (the "Servicing Records"), and (ii) such Borrower grants the Lender a Bond Trustee is entitled security interest in all servicing fees and rights relating to the Mortgage Loans and directed all Servicing Records to secure the obligation of each Borrower or its designee to service in conformity with this Section and any other obligation of the Borrowers to the Lender. The Borrowers covenant to safeguard such Servicing Records and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender's request. (c) If the Mortgage Loans are serviced by a third party servicer (such third party servicer, the "Servicer"), the Borrowers (i) shall provide a copy of the servicing agreement to the Lender, which shall be in form and substance acceptable to the Lender (the "Servicing Agreement"), and (ii) shall provide a Servicer Notice to the Servicer substantially in the form of Exhibit H hereto (a "Servicer Notice") and shall cause the Servicer to acknowledge and agree to the same. Any successor or assignee of a Servicer shall be approved in writing by the applicable bondholders Lender and shall acknowledge and agree to a Servicer Notice prior to such successor's assumption of the Bonds under the applicable Indenture to exercise its right, pursuant to the related Bond Agreements, to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions of this Agreement and consult with the other servicing obligations with respect to the Person who would replace Mortgage Loans. (d) If the Company in servicer of the Mortgage Loans is a Borrower or the Servicer is an Affiliate of a Borrower, such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under Borrower shall provide to the Receivables Servicing AgreementLender a letter from the Borrower or the Servicer, as applicable. Any successor the case may be, to the Company in such capacities shall be agreed to by each Bond Trustee (in accordance with effect that upon the Bond Agreements) and occurrence of an Event of Default, the Administrative Agent within ten (10) Business Days of the date of the Servicer Termination Notice, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Lender may terminate any Servicing Agreement and in any event transfer servicing to the Receivables Agreements. “Business Day” means Lender's designee, at no cost or expense to the Lender, it being agreed that the Borrowers will pay any day other than and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of the Lender. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, the Borrowers will have no right to modify or alter the terms of such Mortgage Loan and the Borrowers will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in the Custodial Agreement. (f) In the event a SaturdayBorrower or its Affiliate is servicing the Mortgage Loans, Sundaysuch Borrower shall permit the Lender from time to time to inspect such Borrower's or its Affiliate's servicing facilities, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection Agentcase may be, for the purpose of satisfying the Lender that such Borrower or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Loan Agreement.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant Notwithstanding the purchase and sale of the Purchased Loans by Seller to Section 2, the Company, in its role as collection agent Buyer hereunder, Midland Loan Services, Inc. or, with the consent of Buyer (which consent shall allocate not unreasonably be withheld), an Affiliate of Seller ("Servicer") shall continue to service the Purchased Loans at Seller's sole cost and remit funds received from Customers for the benefit of the each Bond Issuer, each Bond Trustee, the Buyer and the Receivables Lenders, respectively, and, until if Buyer shall exercise its rights to pledge or hypothecate the Company’s access Purchased Loans prior to one the Repurchase Date pursuant to Section 8 or more 17 of this Annex I, Buyer's assigns; provided, however, that the obligations of Seller to service any of the Purchased Loans shall cease automatically upon the earliest of (i) an Event of Default, (ii) the date on which the aggregate Repurchase Price for the Portfolio Loans together with all accrued and unpaid Price Differential, unpaid Costs and other amounts payable by Seller to Buyer Accounts is revoked pursuant hereunder have been paid in full or (iii) the transfer of servicing approved by Seller and Buyer, which Buyer's consent shall not be unreasonably withheld. Seller shall service and shall cause the Servicer to service the Account Control Agreements, shall control the movement of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) Purchased Loans in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables AgreementsAccepted Servicing Practices. (b) In Seller agrees that Buyer is the event that a Bond Trustee is entitled owner of all servicing records, including but not limited to any and directed by all servicing agreements (the applicable bondholders "Servicing Agreements"), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the Bonds under servicing of Purchased Loans (the applicable Indenture to exercise its right, pursuant "Servicing Records") so long as the Purchased Loans are subject to the related Bond AgreementsAgreement. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer's request. (c) Upon the occurrence and continuance of an Event of Default, to replace the Company as Property ServicerBuyer may, or in the event that the Administrative Agent is entitled to and desires to exercise its sole discretion, (i) sell its right to replace the Company as Receivables Servicer, andPurchased Loans on a servicing released basis or (ii) terminate Servicer or any sub-servicer of the Purchased Loans with or without cause, in either each case without payment of any termination fee or such caseother costs or expenses to Buyer, therefore it being agreed that Seller will pay any and all fees, costs and expenses required to terminate the role Servicing Agreement and to effectuate a transfer of servicing to a designee of the Company as the provider of the Allocation Services hereunderBuyer; provided, the party desiring or directed however, that Buyer shall cause any successor servicer to exercise such right shall promptly give written notice deliver to Seller reports generated for Buyer relating to the other parties Purchased Loans. (d) Seller shall not, and shall not permit Servicer to, employ sub-servicers to service the Purchased Loans without the prior written approval of Buyer which shall not be unreasonably withheld. If the Purchased Loans are serviced by a “sub-servicer, Seller shall irrevocably assign all rights, title and interest in the Servicing Agreements with such sub-servicer to Buyer. (e) Seller shall cause Servicer Termination Notice”) and any sub-servicers engaged by Seller to execute a letter agreement with Buyer acknowledging Buyer's security interest in accordance with the notice provisions of this Agreement Purchased Loans and consult with the other Servicing Agreements and agreeing that each such sub-servicer shall deposit all Income with respect to the Person who would replace Purchased Loans in the Company Blocked Account, all in such capacity and also in manner as shall be reasonably acceptable to Buyer. (f) In the event Seller or its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing AgreementAffiliate is servicing any Purchased Loan, Seller shall permit Buyer to inspect Seller's or its Affiliate's servicing facilities, as applicable. Any successor the case may be, for the purpose of satisfying Buyer that Seller or its Affiliate, as the case may be, has the ability to service such Purchased Loans as provided in the Company in such capacities Agreement. (g) Seller shall be agreed to by each Bond Trustee (in accordance with the Bond Agreements) and the Administrative Agent within ten (10) Business Days of the date of cause the Servicer Termination Notice, to provide a copy of each report and such successor shall notice sent to Seller to be subject sent to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection AgentBuyer concurrently therewith.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant Seller covenants to Section 2, maintain or cause the Company, in its role as collection agent hereunder, shall allocate and remit funds received from Customers for the benefit servicing of the each Bond IssuerLoans to be maintained in conformity with Accepted Servicing Practices and pursuant to the related Servicing Agreement. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each Bond Trusteesuch servicing contract shall terminate automatically upon the earliest of (i) the termination thereof by Buyer pursuant to subsection (d) below, (ii) thirty (30) days after the last Purchase Date related to the applicable Certificates, (iii) a Default or an Event of Default, (iv) the date on which all the Obligations have been paid in full, or (v) the transfer of servicing to any entity approved by Buyer and the Receivables Lendersassumption thereof by such entity. Upon any such termination, respectively, and, until Sellers shall comply with the Company’s access requirements set forth in Section 13(ee) as to one or more the delivery of the Buyer Accounts is revoked pursuant to the Account Control Agreements, shall control the movement of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements Servicing Records and the Receivables Agreementsphysical servicing of each Loan. (b) In With respect to all Loans, Sellers agree that Buyer or the event that a Bond Trustee Trust, as applicable, is entitled to and directed by the applicable bondholders owner of the Bonds under the applicable Indenture to exercise its right, pursuant to the related Bond Agreements, to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to Servicing Rights and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions of this Agreement and consult with the other all servicing records with respect to the Person who would replace related Loans, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the Company servicing of such Loans (the “Servicing Records”). At all times during the term of this Agreement, Sellers covenant to hold or cause the Servicer to hold such Servicing Records in trust for Buyer and to safeguard, or cause each Subservicer to safeguard, such capacity Servicing Records and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the Receivables related Servicing AgreementAgreement promptly to Buyer or its designee (including Custodian) at Buyer’s request or otherwise as required by operation of Section 13(ee) hereof. It is understood and agreed by the parties that prior to an Event of Default, as applicable. Any successor applicable Servicer shall retain the servicing fees with respect to the Company in such capacities shall be agreed to by each Bond Trustee (in accordance with the Bond Agreements) and the Administrative Agent within ten (10) Business Days of the date of the Servicer Termination Notice, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection AgentLoans.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant Seller covenants to Section 2, maintain or cause the Company, servicing of the Mortgage Loans to be maintained in its role as collection agent hereunder, shall allocate conformity with accepted and remit funds received from Customers prudent servicing practices in the industry for the benefit same type of mortgage loans as the each Bond Issuer, each Bond Trustee, Mortgage Loans and in a manner at least equal in quality to the Buyer and servicing Seller provides for mortgage loans which it owns. In the Receivables Lenders, respectively, and, until event that the Company’s access to preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the Buyer Accounts is revoked pursuant to date on which this Agreement terminates or (iii) the Account Control Agreements, shall control the movement transfer of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables Agreementsservicing approved by Buyer. (b) In If the event Mortgage Loans are serviced by Seller, Seller agrees that a Bond Trustee Buyer is entitled the owner of all servicing records, including but not limited to any and directed by all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the applicable bondholders servicing of the Bonds under Mortgage Loans (the applicable Indenture "Servicing Records"). Seller covenants to exercise safeguard such Servicing Records and to deliver them promptly to Buyer or its rightdesignee (including Custodian) at Buyer's request. (c) If the Mortgage Loans are serviced by a person other than Seller (such third party the "Servicer"), pursuant to the related Bond AgreementsSeller (i) shall, to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with Section (3)(b)(7), provide a copy of the notice provisions servicing agreement to Buyer, which shall be in form and substance acceptable to Buyer (the "Servicing Agreement"), and shall provide a Servicer Notice to the Buyer substantially in the form of this Exhibit VII hereto, fully executed by such Seller Entity and the Servicer; and (ii) hereby irrevocably assigns to Buyer and Buyer's successors and assigns all right, title and interest of Seller in, to and under, and the benefits of, any Servicing Agreement and consult with the other with respect to the Mortgage Loans. Seller agrees that no Person who would replace shall assume the Company in such capacity and also in its other capacities servicing obligations with respect to the Mortgage Loans as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicable. Any successor to the Company Servicer unless such successor is approved in writing by Buyer prior to such capacities shall be agreed to by each Bond Trustee assumption of servicing obligations. (in accordance with d) If the Bond Agreements) and the Administrative Agent within ten (10) Business Days servicer of the date Mortgage Loans is Seller, upon the occurrence of an Event of Default, Buyer shall have the right to terminate Seller as servicer of the Mortgage Loans and transfer servicing to Buyer's designated Servicer, at no cost or expense to Buyer, at any time thereafter. If the Servicer Termination of the Mortgage Loans is not Seller, Buyer shall have the right, as contemplated in the applicable Servicer Notice, and such successor shall be subject upon the occurrence of an Event of Default, to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables terminate any applicable Servicing Agreement and transfer servicing to Buyer's designated Servicer, at no cost or expense to Buyer, it being agreed that Seller will pay any and all fees required to terminate such Servicing Agreement and to effectuate the Receivables Agreements. “Business Day” means transfer of servicing Buyer's designated Servicer, as well as any day other than a Saturdayservicing fees and expenses payable to such Servicer. (e) After the Purchase Date, Sundayuntil the repurchase of any Mortgage Loan, Seller will have no right to modify or any holiday for national banks alter the terms of such Mortgage Loan and Seller will have no obligation or any New York banking corporation right to repossess such Mortgage Loan or substitute another Mortgage Loan, in Charlotteeach case except as provided in the Custodial and Disbursement Agreement. (f) In the event Seller or its Affiliate is servicing the Mortgage Loans, North CarolinaSeller shall permit Buyer to inspect Seller's or its Affiliate's servicing facilities, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection Agentcase may be, for the purpose of satisfying Buyer that Seller or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Agreement.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant Seller and Servicer covenant to Section 2, maintain or cause the Company, in its role as collection agent hereunder, shall allocate and remit funds received from Customers for the benefit servicing of the each Bond IssuerPurchased Loans to be maintained in conformity with Accepted Servicing Practices and pursuant to the related underlying Servicing Agreement. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each Bond Trusteesuch servicing contract shall terminate automatically upon the earliest of (i) the termination thereof by Buyer pursuant to subsection (d) below, (ii) thirty (30) days after the last Purchase Date of such Purchased Loan, (iii) a Default or an Event of Default, (iv) the date on which all the Obligations have been paid in full, or (v) the transfer of servicing to any entity approved by Buyer and the Receivables Lendersassumption thereof by such entity. Upon any such termination, respectivelySeller and Servicer, andas applicable, until shall comply with the Company’s access requirements set forth in Section 13(hh) as to one or more the delivery of the Buyer Accounts is revoked pursuant to the Account Control Agreements, shall control the movement of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements Servicing Records and the Receivables Agreementsphysical servicing of each Purchased Loan. (b) In During any period Seller or Servicer is servicing any Purchased Loans, (i) Seller and Servicer agree that Buyer is the event that owner of the Servicing Rights and all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Loans (the “Servicing Records”), and (ii) Seller as Servicer grants Buyer a Bond Trustee security interest in all servicing fees and rights relating to the Purchased Loans and all Servicing Records to secure the obligation of Seller, Servicer or any Subservicer to service in conformity with this Section 43 and any other obligation of Seller and/or Servicer to Buyer. At all times during the term of this Agreement, Servicer covenants to hold such Servicing Records in trust for Buyer and to safeguard, or cause each Subservicer to safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the related Servicing Agreement promptly to Buyer or its designee (including Custodian) at Buyer’s request or otherwise as required by operation of Section 13(hh) hereof. It is entitled to understood and directed agreed by the applicable bondholders parties that prior to an Event of Default, Servicer may retain the Bonds under the applicable Indenture to exercise its right, pursuant to the related Bond Agreements, to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions of this Agreement and consult with the other servicing fees with respect to the Person who would replace Purchased Loans. (c) If any Loan that is proposed to be sold on a Purchase Date is serviced by a servicer other than Seller or Servicer (including any interim servicer) (a “Subservicer”), or if the Company in servicing of any Purchased Loan is to be transferred to a Subservicer, Seller shall provide a copy of the related servicing agreement and an Instruction Letter executed by such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under Subservicer (collectively, the Receivables “Servicing Agreement”) to Buyer at least three (3) Business Days prior to such Purchase Date or transfer date, as applicable, which Servicing Agreement shall be in form and substance acceptable to Buyer. Any successor In addition, Seller shall have obtained the prior written consent of Buyer for such Subservicer to subservice the Loans. (d) In addition to the Company rights provided in Section 43(a), Buyer shall have the right, exercisable at any time in its sole discretion, upon written notice, to terminate Seller, Servicer or any Subservicers as servicer or subservicer, respectively, and any related Servicing Agreement. With respect to any Servicing Rights, any such capacities termination shall be agreed to by each Bond Trustee (in accordance with the Bond Agreements) and the Administrative Agent within ten (10) Business Days effective as of the date that occurs thirty (30) days after the last Purchase Date. Upon the effectiveness of any such termination, Servicer shall transfer or shall cause Subservicer to transfer such servicing with respect to such Purchased Loans to Buyer or its designee, at no cost or expense to Buyer. Seller and Servicer, as applicable, agree to cooperate with Buyer in connection with the transfer of servicing. (e) Buyer shall have the right in its sole discretion to appoint a third party to perform due diligence with respect to Servicer’s servicing facilities at any time. Servicer Termination Noticeshall cooperate with Buyer and/or its designees to provide access to Servicer’s servicing facilities including without limitation its books and records with respect to Servicer’s servicing portfolio and the Purchased Loans. In addition to the foregoing, and such successor Servicer shall be subject permit Buyer to satisfaction inspect upon reasonable prior written notice at a mutually convenient time, Servicer’s servicing facilities, as the case may be, for the purpose of satisfying Buyer that Servicer has the Rating Agency Condition (ability to service the Loans as defined below) and otherwise satisfy the provisions of the Receivables Servicing provided in this Agreement and in any Servicing Agreement. In addition, with respect to any Subservicer which is not an Affiliate of Servicer, Servicer shall use its best efforts to enable Buyer to inspect the Receivables Agreements. “Business Day” means servicing facilities of such Subservicer and to cause such Subservicer to cooperate with Buyer and/or its designees in connection with any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent due diligence performed by Buyer and/or such designees in accordance with this Section 4 is referred to herein as the “Replacement Collection Agent.” The parties hereto 43(e). Seller and Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with any entity succeeding due diligence or inspection performed pursuant to the rights of the Company as Receivables Servicer or as Property Servicer this Section 43(e) shall be the same entitypaid by Buyer.

Servicing. (a) Pursuant The Seller covenants to Section 2, maintain or cause the Company, in its role as collection agent hereunder, shall allocate and remit funds received from Customers for the benefit servicing of the each Bond Issuer, each Bond Trustee, Purchased Loans to be maintained in conformity with Accepted Servicing Practices. In the Buyer and event that the Receivables Lenders, respectively, and, until the Company’s access to preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) thirty (30) days after the last Purchase Date of such Purchased Loan, (iii) the date on which all the Repurchase Obligations have been paid in full or (iv) the transfer of servicing approved by the Seller. Upon any such termination, Seller shall comply with the requirements set forth in Section 7.31 as to the delivery of the Buyer Accounts is revoked pursuant to the Account Control Agreements, shall control the movement of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements Servicing Records and the Receivables Agreementsphysical servicing of each Purchased Loan. (b) In During the event period the Seller or Servicer is servicing the Purchased Loans, (i) the Seller agrees that the Buyer is the owner of the Servicing Rights and all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Mortgage Loans (the “Servicing Records”), and (ii) the Seller grants the Buyer a Bond Trustee security interest in all servicing fees and rights relating to the Purchased Loans and all Servicing Records to secure the obligation of the Seller or its designee to service in conformity with this Section 13.22 and any other obligation of the Seller to the Buyer. At all times during the term of this Repurchase Agreement, the Seller covenants to hold such Servicing Records in trust for the Buyer and to safeguard, or cause each Servicer to safeguard, such Servicing Records and to deliver them, or cause any such Servicer to deliver them to the extent permitted under the related Servicing Agreement promptly to the Buyer or its designee (including Custodian) at the Buyer’s request or otherwise as required by operation of Section 7.31 hereof. It is entitled to understood and directed agreed by the applicable bondholders parties that prior to an Event of Default, the Seller, as servicer shall retain the servicing fees with respect to the Purchased Loans. (c) If the Purchased Loans are, at any time during the term of this Repurchase Agreement, serviced by PennyMac Loan Services, LLC or a third party servicer (PennyMac Loan Services, LLC or such third party servicer, the “Servicer”), such Servicer must be acceptable to RHS, ▇▇▇▇▇▇ Mae, ▇▇▇▇▇▇▇ Mac, FHA or VA, as applicable, and each Seller (i) shall provide a copy of the Bonds under the applicable Indenture to exercise its right, pursuant servicing agreement to the related Bond AgreementsBuyer, which shall be in form and substance acceptable to replace the Company as Property ServicerBuyer (the “Servicing Agreement”), or and (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role form of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties Exhibit G hereto (a “Servicer Termination NoticeNotice and Agreement”) and shall cause the Servicer to acknowledge and agree to the same. Any successor or assignee of a Servicer shall be approved in accordance with writing by the notice provisions Buyer and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor’s assumption of this Agreement and consult with the other servicing obligations with respect to the Person who would replace the Company in such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicableMortgage Loans. Any successor transfer of servicing of Mortgage Loans to the Company in such capacities shall be agreed to by each Bond Trustee (in accordance with the Bond Agreements) and the Administrative Agent within ten (10) Business Days of the date of the any Servicer Termination Notice, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 13.22(c), shall be subject to the Buyer’s ownership and security interest in the Servicing Rights, (including, without limitation, the security interest created under Section 4.01(b)), the Buyer’s security interest in any payments received or to be received by the Seller in connection with such transfer or to any payments of any kind with respect to the Mortgage Loans being serviced by the Servicer and such transfer shall be subject to the Buyer’s right to terminate the Servicing Agreement with such transferee and to cause such transferee to transfer the servicing rights to the Buyer’s designee, in each case as more particularly set forth in this Section 13.22(c). (d) If the Servicer of the Purchased Loans is referred the Seller or the Servicer is an Affiliate of the Seller, the Seller shall provide to herein the Buyer a letter from the Seller or the Servicer, as the “Replacement Collection Agentcase may be, to the effect that upon the occurrence of an Event of Default, the Buyer may terminate any Servicing Agreement and in any event transfer servicing to the Buyer’s designee, at no cost or expense to the Buyer, it being agreed that the Seller will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of the Buyer.” The parties hereto agree that any entity succeeding (e) In addition to the rights provided in Section 13.22(a), the Buyer shall have the right, exercisable at any time in its sole discretion, upon written notice, to terminate the Seller or any Servicers as servicer, respectively, of any Purchased Loans and any related Servicing Agreement. Upon any such termination, the Seller shall transfer or shall cause Servicer to transfer such servicing with respect to such Purchased Loans to the Buyer or its designee, at no cost or expense to the Buyer. The Seller agrees to cooperate with the Buyer in connection with the transfer of servicing. (f) After the Purchase Date for any Purchased Loan, until such Purchased Loan is repurchased by the Seller and possession thereof is relinquished by the Custodian, the Seller will have no right to modify or alter the terms of such Purchased Loan and the Seller will have no obligation or right to repossess such Purchased Loan or substitute another Purchased Loan, except as provided in the Custodial Agreement. (g) In the event the Seller or its Affiliate is servicing the Purchased Loans, the Seller shall permit the Buyer from time to time to inspect the Seller’s or its Affiliate’s servicing facilities, as the case may be, for the purpose of satisfying the Buyer that the Seller or its Affiliate, as the case may be, has the ability to service the Purchased Loans as provided in this Repurchase Agreement; provided that, prior to a Default or Event of Default, such inspection shall be subject to prior reasonable notice and shall be conducted during normal business hours. (h) The Buyer shall have the right in its sole discretion to appoint a third party to perform due diligence with respect to the Seller’s or the Servicer’s servicing facilities at any time. The Seller shall cooperate with the Buyer and/or its designees to provide access to the Seller’s or the Servicer’s servicing facilities including without limitation its books and records with respect to the Seller’s or the Servicer’s servicing portfolio and the Purchased Loans. In addition to the foregoing, the Seller shall permit the Buyer, or cause the Servicer to permit the Buyer, to inspect upon reasonable prior written notice at a mutually convenient time, the Seller’s, the Servicer’s or their Affiliate’s servicing facilities, as the case may be, for the purpose of satisfying the Buyer that the Seller, the Servicer or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Agreement. In addition, with respect to any Servicer which is not an Affiliate of the Company as Receivables Seller, the Seller shall use its best efforts to enable the Buyer to inspect the servicing facilities of such Servicer and to cause such Servicer to cooperate with the Buyer and/or its designees in connection with any due diligence performed by the Buyer and/or such designees in accordance with this Section 13.22(h). The Seller and the Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by the Buyer in connection with any due diligence or as Property Servicer inspection performed pursuant to this Section 13.22(h) shall be paid by the same entityBuyer.

Servicing. (a) Pursuant Each of NCCC and NCMC covenants to Section 2, maintain or cause the Company, servicing of the Mortgage Loans to be maintained in its role as collection agent hereunder, shall allocate conformity with accepted and remit funds received from Customers prudent servicing practices in the industry for the benefit same type of mortgage loans as the each Bond Issuer, each Bond Trustee, Mortgage Loans and in a manner at least equal in quality to the Buyer and servicing Seller provides for mortgage loans which it owns. In the Receivables Lenders, respectively, and, until event that the Company’s access to preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the Buyer Accounts is revoked pursuant to date on which this Agreement terminates or (iii) the Account Control Agreements, shall control the movement transfer of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables Agreementsservicing approved by Buyer. (b) In If the event Mortgage Loans are serviced by Seller, Seller agrees that a Bond Trustee Buyer is entitled the owner of all servicing records, including but not limited to any and directed by all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the applicable bondholders servicing of the Bonds under Mortgage Loans (the applicable Indenture "Servicing Records"). Seller covenants to exercise safeguard such Servicing Records and to deliver them promptly to Buyer or its rightdesignee (including Custodian) at Buyer's request. (c) If the Mortgage Loans are serviced by a person other than Seller (such third party the "Servicer"), pursuant to the related Bond AgreementsSeller (i) shall, to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with Section (3)(b)(7), provide a copy of the notice provisions servicing agreement to Buyer, which shall be in form and substance acceptable to Buyer (the "Servicing Agreement"), and shall provide a Servicer Notice to Buyer substantially in the form of this Exhibit VII hereto, fully executed by Seller and the Servicer; and (ii) hereby irrevocably assigns to Buyer and Buyer's successors and assigns all right, title and interest of Seller in, to and under, and the benefits of, any Servicing Agreement and consult with the other with respect to the Mortgage Loans. Seller agrees that no Person who would replace shall assume the Company in such capacity and also in its other capacities servicing obligations with respect to the Mortgage Loans as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicable. Any successor to the Company Servicer unless such successor is approved in writing by Buyer prior to such capacities shall be agreed to by each Bond Trustee assumption of servicing obligations. (in accordance with d) If the Bond Agreements) and the Administrative Agent within ten (10) Business Days servicer of the date Mortgage Loans is Seller, upon the occurrence of an Event of Default, Buyer shall have the right to terminate the Seller as servicer of the Mortgage Loans and transfer servicing to Buyer's designated Servicer, at no cost or expense to Buyer, at any time thereafter. If the Servicer Termination of the Mortgage Loans is not Seller, Buyer shall have the right, as contemplated in the applicable Servicer Notice, and such successor shall be subject upon the occurrence of an Event of Default, to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables terminate any applicable Servicing Agreement and transfer servicing to Buyer's designated Servicer, at no cost or expense to Buyer, it being agreed that Seller will pay any and all fees required to terminate such Servicing Agreement and to effectuate the Receivables Agreements. “Business Day” means transfer of servicing to Buyer's designated Servicer, as well as any day other than a Saturdayservicing fees and expenses payable to such Servicer. (e) After the Purchase Date, Sundayuntil the repurchase of any Mortgage Loan, Seller will have no right to modify or any holiday for national banks alter the terms of such Mortgage Loan and Seller will have no obligation or any New York banking corporation right to repossess such Mortgage Loan or substitute another Mortgage Loan, in Charlotteeach case except as provided in the Custodial and Disbursement Agreement. (f) In the event Seller or its Affiliate is servicing the Mortgage Loans, North CarolinaSeller shall permit Buyer to inspect Seller's or its Affiliate's servicing facilities, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection Agentcase may be, for the purpose of satisfying Buyer that Seller or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Agreement.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant Seller covenants to Section 2, maintain or cause the Company, in its role as collection agent hereunder, shall allocate and remit funds received from Customers for the benefit servicing of the each Bond IssuerPurchased Loans to be maintained in conformity with Accepted Servicing Practices and pursuant to the related underlying Servicing Agreement. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each Bond Trusteesuch servicing contract shall terminate automatically upon the earliest of (i) the termination thereof by Buyer pursuant to subsection (d) below, (ii) thirty (30) days after the last Purchase Date of such Purchased Loan, (iii) a Default or an Event of Default, (iv) the date on which all the Obligations have been paid in full, or (v) the transfer of servicing to any entity approved by Buyer and the Receivables Lendersassumption thereof by such entity. Upon any such termination, respectively, and, until Seller shall comply with the Company’s access requirements set forth in Section 13(gg) as to one or more the delivery of the Buyer Accounts is revoked pursuant to the Account Control Agreements, shall control the movement of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements Servicing Records and the Receivables Agreementsphysical servicing of each Purchased Loan. (b) In During the event period Seller or Servicer is servicing the Purchased Loans, (i) Seller agrees that Buyer is the owner of the Servicing Rights and all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Loans (the “Servicing Records”), and (ii) Seller grants and shall direct Servicer to grant Buyer a Bond Trustee security interest in all servicing fees and rights relating to the Purchased Loans and all Servicing Records to secure the obligation of Servicer, Seller or its respsective designee to service in conformity with this Section 43 and any other obligation of Seller and/or Servicer to Buyer. At all times during the term of this Agreement, Seller shall direct Servicer to covenant to hold such Servicing Records in trust for Buyer and to safeguard such Servicing Records and to deliver them, to the extent permitted under the related Servicing Agreement promptly to Buyer or its designee (including Custodian) at Buyer’s request or otherwise as required by operation of Section 13(gg) hereof. It is entitled to understood and directed agreed by the applicable bondholders parties that prior to an Event of Default, Seller shall direct Servicer to shall retain the Bonds under the applicable Indenture to exercise its right, pursuant to the related Bond Agreements, to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions of this Agreement and consult with the other servicing fees with respect to the Person who would replace Purchased Loans. (c) If any Loan that is proposed to be sold on a Purchase Date is serviced by Servicer or a servicer other than Servicer (including any interim servicer), or if the Company servicing of any Purchased Loan is to be transferred to a subservicer, Seller shall provide a copy of the related servicing agreement and an instruction letter executed by Servicer or such subservicer (collectively, the “Servicing Agreement”) to Buyer at least three (3) Business Days prior to such Purchase Date or transfer date, as applicable, which Servicing Agreement shall be in form and substance acceptable to Buyer. In addition, Seller shall have obtained the prior written consent of Buyer for such capacity and also subservicer to subservice the Loans. (d) In addition to the rights provided in Section 43(a), Buyer shall have the right, exercisable at any time in its other capacities sole discretion, upon written notice, to terminate Servicer as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables servicer and any related Servicing Agreement, as applicablefree and clear of any obligations (including, without limitation, any obligation to pay or reimburse any previous servicer for outstanding servicing advances). Any successor With respect to the Company in any Servicing Rights, any such capacities termination shall be agreed to by each Bond Trustee (in accordance with the Bond Agreements) and the Administrative Agent within ten (10) Business Days effective as of the date that occurs thirty (30) days after the last Purchase Date. Upon the effectiveness of any such termination, Seller shall or shall direct Servicer to transfer such servicing with respect to such Purchased Loans to Buyer or its designee, at no cost or expense to Buyer. Seller agrees to and shall direct Servicer to cooperate with Buyer in connection with the transfer of servicing. (e) Buyer shall have the right in its sole discretion to appoint a third party to perform due diligence with respect to Servicer’s servicing facilities at any time. Seller shall cooperate with Buyer and/or its designees to provide access to Servicer’s servicing facilities including, without limitation, its books and records with respect to Seller’s servicing portfolio and the Purchased Loans. In addition to the foregoing, Seller shall direct Servicer Termination Noticeto permit Buyer to inspect upon reasonable prior written notice at a mutually convenient time, Servicer’s or its Affiliate’s servicing facilities, as the case may be, for the purpose of satisfying Buyer that Servicer or its Affiliate, as the case may be, has the ability to service the Loans as provided in this Agreement and such successor any Servicing Agreement. Seller and Buyer further agree that all reasonable and documented third-party out-of-pocket costs and expenses incurred by Buyer in connection with any due diligence or inspection performed pursuant to this Section 43(f) shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection Agentpaid by Seller.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant The Borrower covenants to Section 2, maintain or cause the Company, servicing of the Mortgage Loans to be maintained in its role as collection agent hereunder, shall allocate conformity with accepted and remit funds received from Customers prudent servicing practices in the industry for the benefit same type of mortgage loans as the each Bond Issuer, each Bond Trustee, Mortgage Loans and in a manner at least equal in quality to the Buyer and servicing the Receivables Lenders, respectively, and, until Borrower provides for mortgage loans which it owns. In the Company’s access to event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the Buyer Accounts is revoked pursuant to date on which all the Account Control Agreements, shall control Secured Obligations have been paid in full or (iii) the movement transfer of such funds out of servicing approved by the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables AgreementsBorrower. (b) In If the event Mortgage Loans are serviced by the Borrower, (i) the Borrower agrees that the Lender is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage Loans (the "Servicing Records"), and (ii) the Borrower grants the Lender a Bond Trustee is entitled security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of the Borrower or its designee to service in conformity with this Section and any other obligation of the Borrower to the Lender. The Borrower covenants to safeguard such Servicing Records and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender's request. (c) If the Mortgage Loans are serviced by a third party servicer (such third party servicer, the "Servicer"), the Borrower (i) shall provide a copy of the servicing agreement to the Lender, which shall be in form and substance acceptable to the Lender (the "Servicing Agreement"); (ii) shall provide a Servicer Notice to the Servicer substantially in the form of Exhibit H hereto, and (iii) hereby irrevocably assigns to the Lender and the Lender's successors and assigns all right, title, interest of the Borrower in, to and directed by under, and the applicable bondholders of the Bonds under the applicable Indenture to exercise its rightbenefits of, pursuant to the related Bond Agreements, to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions of this any Servicing Agreement and consult with the other with respect to the Person who would replace the Company in such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicableMortgage Loans. Any successor to the Company in such capacities Servicer shall be agreed approved in writing by the Lender prior to by each Bond Trustee such successor's assumption of servicing obligations with respect to the Mortgage Loans. (in accordance with d) If the Bond Agreements) and the Administrative Agent within ten (10) Business Days servicer of the date Mortgage Loans is the Borrower or the Servicer is an Affiliate of the Servicer Termination NoticeBorrower, and such successor the Borrower shall be subject provide to satisfaction the Lender a letter from the Borrower or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Lender may terminate any Servicing Agreement and transfer servicing to its designee, at no cost or expense to the Receivables Agreements. “Business Day” means Lender, it being agreed that the Borrower will pay any day other than a Saturdayand all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of the Lender. (e) After the Funding Date, Sundayuntil the pledge of any Mortgage Loan is relinquished by the Custodian, the Borrower will have no right to modify or any holiday for national banks alter the terms of such Mortgage Loan and the Borrower will have no obligation or any New York banking corporation right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in Charlottethe Custodial Agreement. (f) In the event the Borrower or an Affiliate is servicing the Mortgage Loans, North Carolinathe Borrower shall permit the Lender to inspect the Borrower's or its Affiliate's servicing facilities, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection Agentcase may be, for the purpose of satisfying the Lender that the Borrower or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Loan Agreement.” (g) The parties hereto agree Borrower shall ensure that any entity succeeding the Servicer will maintain the Servicer's System in a manner that permits the Servicer to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entityYear 2000 Compliant.

Servicing. (a) Pursuant Each Seller covenants to Section 2, maintain or cause to be maintained the Company, in its role as collection agent hereunder, shall allocate and remit funds received from Customers for the benefit servicing of the each Bond Issuer, each Bond Trustee, Purchased Loans in conformity with Accepted Servicing Practices and in a manner at least equal in quality to the Buyer and servicing such Servicer provides for mortgage loans which it owns. In the Receivables Lenders, respectively, and, until event that the Company’s access to preceding language is interpreted as constituting one or more servicing contracts, the Agent may terminate each such servicing contract at any time and at no cost or expense to the Agent (or the Buyer). Each Seller acknowledges that neither the Buyers nor the Agent shall have any duties and shall not assume any obligations of the Buyer Accounts is revoked pursuant related Seller or the Servicer with respect to servicing the Purchased Loans, including without limitation, duties owed to the Account Control AgreementsServicer, shall control payment of any reimbursement or indemnification, or payment of any servicing fees or any other fees due the movement of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables AgreementsServicer. (b) If any Purchased Loans are serviced by a Seller, such Seller hereby (i) acknowledges that the Purchased Loans are being sold to the Buyers hereunder on a servicing released basis, (ii) agrees that the Agent is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer files, copies of computer files, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Purchased Loans (the "Servicing Records"), and (iii) such Seller grants the Agent, for the ratable benefit of the Buyers, a security interest in all servicing fees and rights relating to such Purchased Loans and all Servicing Records to secure the obligation of each Seller or its designee to service in conformity with this Section and any other obligation of the Sellers to the Buyers. The Sellers covenant to safeguard such Servicing Records and to deliver them promptly to the Agent or its designee (including the Custodian) at the Agent's request. (c) The applicable Seller shall provide (i) a copy of each applicable servicing agreement to the Agent, which shall be in form and substance reasonably acceptable to the Agent (each, a "Servicing Agreement"), (ii) a Servicer Notice and Agreement substantially in the form of Exhibit G hereto (a "Servicer Notice") and (iii) hereby irrevocably assigns to the Agent, for the ratable benefit of the Buyers, and the Agent's successors and assigns, all right, title and interest of the Sellers in, to and under, and the benefits of, any Servicing Agreement with respect to the applicable Purchased Loans. Any successor or assignee of a Servicer shall be approved in writing by the Agent and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations with respect to such Purchased Loans. (d) If the Servicer of any Purchased Loans is a Seller or the Servicer is an Affiliate of a Seller, such Seller shall provide to the Agent a letter from the Seller or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, the Agent may terminate any applicable Servicing Agreement and in any event transfer servicing to the Agent's designee, at no cost or expense to the Agent, it being agreed that the Sellers will pay any and all fees required to terminate such Servicing Agreement and to effectuate the transfer of servicing to the designee of the Agent. (e) After the Purchase Date for any Purchased Loan, until such Purchased Loan is repurchased by the Seller and possession of such Purchased Loan is relinquished by the Custodian, the Sellers will have no right to modify or alter the terms of such Purchased Loan and the Sellers will have no obligation or right to repossess such Purchased Loan or substitute another Purchased Loan, except as provided in the Custodial Agreement. Each Seller acknowledges that if the terms of any Purchased Loan are modified or otherwise altered, the Agent may reduce the Recognized Value of such Purchased Loan as a result thereof. (f) In the event that a Bond Trustee Seller or Affiliate of a Seller is entitled servicing any Purchased Loans, such Seller shall permit the Agent from time to and directed by the applicable bondholders of the Bonds under the applicable Indenture time to exercise inspect such Seller's or its rightAffiliate's servicing facilities, pursuant to the related Bond Agreements, to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider case may be, for the purpose of satisfying the Allocation Services hereunder, the party desiring Agent that such Seller or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions of this Agreement and consult with the other with respect to the Person who would replace the Company in such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing AgreementAffiliate, as applicable. Any successor the case may be, has the ability to service the Company Purchased Loans as provided in such capacities shall be agreed to by each Bond Trustee (in accordance with the Bond Agreements) and the Administrative Agent within ten (10) Business Days of the date of the Servicer Termination Notice, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection AgentRepurchase Agreement.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant Notwithstanding the purchase and sale of the Purchased Loans hereby, Seller, Midland Loan Services, Inc. or any other third party servicer rated at least “above average” or otherwise approved by the Loan Buyer shall continue to Section 2, service the Company, in its role as collection agent hereunder, shall allocate and remit funds received from Customers Purchased Loans for the benefit of the each Bond Issuer, each Bond Trustee, the Loan Buyer and the Receivables Lenders, respectively, and, until if Loan Buyer shall exercise its rights to pledge or hypothecate the CompanyPurchased Loans prior to the Repurchase Date pursuant to Section 8, Loan Buyer’s access assigns; provided, however, that the obligations of Seller to one or more service any of the Purchased Loans shall cease, at Seller’s option, upon the payment by Seller to Loan Buyer Accounts is revoked pursuant to the Account Control Agreements, shall control the movement of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called Repurchase Price therefor. Seller shall service or cause the “Allocation Services”) servicer to service the Purchased Loans in accordance with the terms of this Agreement. The same entity must always act as servicer Accepted Servicing Practices approved by Loan Buyer in the performance exercise of its reasonable business judgment and maintained by other prudent mortgage lenders with respect to mortgage loans or mezzanine loans, as applicable, similar to the Allocation Services as to both the Bond Agreements and the Receivables AgreementsPurchased Loans. (b) In the event Seller agrees that a Bond Trustee is entitled to and directed by the applicable bondholders Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements (the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Loans (the “Servicing Records”) so long as the Purchased Loans are subject to this Agreement. Seller grants the applicable Buyer a security interest in all servicing fees and rights relating to the Purchased Loans and all Servicing Records to secure the obligation of the Bonds under Seller or its designee to service in conformity with this Section and any other obligation of Seller to such Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to the applicable Indenture Buyer or its designee (including the Custodian) at such Buyer’s request. (c) Upon the occurrence and during the continuance of an Event of Default (other than with respect to exercise Buyer), each Buyer may, in its rightsole discretion, pursuant to the related Bond Agreements, to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise (i) sell its right to replace the Company as Receivables Servicer, andPurchased Loans on a servicing released basis or (ii) terminate the Seller or any sub-servicer of the Purchased Loans with or without cause, in either such caseeach case without payment of any termination fee. (d) Seller shall not employ sub-servicers to service the Purchased Loans without the prior written approval of Buyer. If the Purchased Loans are serviced by a sub-servicer, therefore Seller shall irrevocably assign all rights, title and interest in the Servicing Agreements in the Purchased Loans to terminate the role of the Company as the provider of the Allocation Services hereunder, the party desiring or directed Buyer. (e) Seller shall cause any sub-servicers engaged by Seller to exercise such right shall promptly give written notice to the other parties (execute a “Servicer Termination Notice”) in accordance letter agreement with the notice provisions of this Agreement Loan Buyer acknowledging Loan Buyer’s security interest and consult with the other agreeing that it shall deposit all Income with respect to the Person who would replace Purchased Loans in the Company in such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicable. Any successor to the Company in such capacities Cash Management Account. (f) The payment of servicing fees shall be agreed subordinate to by each Bond Trustee (in accordance with the Bond Agreements) payment of amounts outstanding under any Transaction and the Administrative Agent within ten (10) Business Days of the date of the Servicer Termination Notice, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection AgentAgreement.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant Each of NCCC, NCAH, NCMC, New Century and Home123 covenants to Section 2, maintain or cause the Company, servicing of the Mortgage Loans to be maintained in its role as collection agent hereunder, shall allocate conformity with accepted and remit funds received from Customers prudent servicing practices in the industry for the benefit same type of mortgage loans as the each Bond Issuer, each Bond Trustee, Mortgage Loans and in a manner at least equal in quality to the Buyer and servicing the Receivables Lenders, respectively, and, until Seller provides for mortgage loans which it owns. In the Company’s access to event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the Buyer Accounts is revoked pursuant to date on which this Agreement terminates or (iii) the Account Control Agreements, shall control transfer of servicing approved by the movement of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables AgreementsBuyer. (b) In If the event that a Bond Trustee is entitled to and directed Mortgage Loans are serviced by the applicable bondholders Seller, the Seller agrees that the Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of the Bonds under Mortgage Loans (the applicable Indenture “Servicing Records”). The Seller covenants to exercise its right, pursuant safeguard such Servicing Records and to deliver them promptly to the related Bond Agreements, to replace Buyer or its designee (including the Company as Property Custodian) at the Buyer’s request. (c) If the Mortgage Loans are serviced by a person other than the Seller (such third party the “Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunder”), the party desiring or directed to exercise such right shall promptly give written notice to the other parties Seller (a “Servicer Termination Notice”i) shall, in accordance with Section (3)(b)(7), provide a copy of the notice provisions servicing agreement to the Buyer, which shall be in form and substance acceptable to the Buyer (the “Servicing Agreement”), and shall provide a Servicer Notice to the Buyer substantially in the form of this Exhibit VIII hereto, fully executed by the Seller and the Servicer; and (ii) hereby irrevocably assigns to the Buyer and the Buyer’s successors and assigns all right, title and interest of the Seller in, to and under, and the benefits of, any Servicing Agreement and consult with the other with respect to the Mortgage Loans. The Seller agrees that no Person who would replace shall assume the Company in such capacity and also in its other capacities servicing obligations with respect to the Mortgage Loans as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicable. Any successor to the Company Servicer unless such successor is approved in writing by the Buyer prior to such capacities shall be agreed to by each Bond Trustee assumption of servicing obligations. (in accordance with d) If the Bond Agreements) and the Administrative Agent within ten (10) Business Days servicer of the date Mortgage Loans is the Seller, upon the occurrence of an Event of Default, the Buyer shall have the right to terminate the Seller as servicer of the Mortgage Loans and transfer servicing to the Buyer’s designated Servicer, at no cost or expense to the Buyer, at any time thereafter. If the Servicer Termination of the Mortgage Loans is not the Seller, the Buyer shall have the right, as contemplated in the applicable Servicer Notice, and such successor shall be subject upon the occurrence of an Event of Default, to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables terminate any applicable Servicing Agreement and transfer servicing to the Receivables Agreements. “Business Day” means Buyer’s designated Servicer, at no cost or expense to the Buyer, it being agreed that the Seller will pay any day other than a Saturdayand all fees required to terminate such Servicing Agreement and to effectuate the transfer of servicing to the Buyer’s designated Servicer, Sundayas well as any servicing fees and expenses payable to such Servicer. (e) After the Purchase Date, until the repurchase of any Mortgage Loan, the Seller will have no right to modify or any holiday for national banks alter the terms of such Mortgage Loan and the Seller will have no obligation or any New York banking corporation right to repossess such Mortgage Loan or substitute another Mortgage Loan, in Charlotteeach case except as provided in the Custodial and Disbursement Agreement. (f) In the event the Seller or its Affiliate is servicing the Mortgage Loans, North Carolinathe Seller shall permit the Buyer to inspect the Seller’s or its Affiliate’s servicing facilities, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection Agentcase may be, for the purpose of satisfying the Buyer that the Seller or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Agreement.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant Notwithstanding the purchase and sale of the Purchased Mortgage Loans hereby, Seller shall continue to Section 2, service the Company, in its role as collection agent hereunder, shall allocate and remit funds received from Customers Purchased Mortgage Loans for the benefit of the each Bond Issuer, each Bond Trustee, the Buyer and the Receivables Lenders, respectively, and, until if Buyer shall exercise its rights to pledge or hypothecate the Company’s access Purchased Mortgage Loan prior to one or more the related Repurchase Date pursuant to Section 8, Buyer's assigns; provided, however, that the obligations of Seller to service the Purchased Mortgage Loans shall cease upon the payment by Seller to Buyer of the Buyer Accounts is revoked pursuant to Repurchase Price therefor. Seller shall service the Account Control Agreements, shall control the movement of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) Purchased Mortgage Loans in accordance with the terms of this Agreement. The same entity must always act as servicer in servicing standards maintained by other prudent mortgage lenders with respect to mortgage loans similar to the performance of the Allocation Services as to both the Bond Agreements and the Receivables AgreementsPurchased Mortgage Loans. (b) In Seller agrees that Buyer is the event that owner of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Mortgage Loans (the "Servicing Records"). Seller grants Buyer a Bond Trustee is entitled security interest in all servicing fees and rights relating to the Mortgage Loans and directed by all Servicing Records to secure the applicable bondholders obligation of the Bonds under Seller or its designee to service in conformity with this Section and any other obligation of Seller to Buyer. Seller covenants to, and will cause each servicer and subservicer to, segregate such Servicing Records from any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the applicable Indenture servicing of Mortgage Loans which are not Purchased Mortgage Loans and to exercise safeguard such Servicing Records and to deliver them promptly to Buyer or its rightdesignee (including the Custodian) at Buyer's request. (c) Upon the occurrence and continuance of an Event of Default, pursuant to the related Bond AgreementsBuyer may, to replace the Company as Property Servicerin its sole discretion, or in the event that the Administrative Agent is entitled to and desires to exercise (i) sell its right to replace the Company Purchased Mortgage Loans on a servicing released basis or (ii) terminate the Seller as Receivables Servicer, andservicer of the Purchased Mortgage Loans with or without cause, in either such caseeach case without payment of any termination fee. (d) Seller shall not employ sub-servicers (other than an Affiliate of Seller) to service the Purchased Mortgage Loans without the prior written approval of Buyer. (e) Seller shall cause any sub-servicer hereunder to execute a letter agreement with Buyer acknowledging Buyer's security interest and agreeing that, therefore to terminate upon notice from Buyer (or the role Custodian on its behalf) that an Event of the Company as the provider of the Allocation Services Default has occurred and in continuing hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions of this Agreement and consult with the other with respect to the Person who would replace the Company in such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicable. Any successor to the Company in such capacities shall be agreed to by each Bond Trustee (in accordance with the Bond Agreements) and the Administrative Agent within ten (10) Business Days of the date of the Servicer Termination Notice, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection Agent.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.it

Servicing. (a) Pursuant Notwithstanding the purchase and sale of the Purchased Assets hereby, Seller, Sponsor, an Approved Sub-Servicer or any other third party servicer rated at least “above average” or otherwise approved by Buyer shall continue to Section 2, service the Company, in its role as collection agent hereunder, shall allocate and remit funds received from Customers Purchased Assets for the benefit of the each Bond Issuer, each Bond Trustee, the Buyer and the Receivables Lenders, respectively, and, until if Buyer shall exercise its rights to pledge or hypothecate the CompanyPurchased Assets prior to the Repurchase Date pursuant to Section 8 hereof, Buyer’s access assigns; provided, however, that the obligations of Seller or Sponsor to one or more service any of the Purchased Assets shall cease, at Seller’s option, upon the payment by Seller to Buyer Accounts is revoked pursuant to the Account Control Agreements, shall control the movement of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called Repurchase Price therefor. Seller shall service or cause the “Allocation Services”) servicer to service the Purchased Loans in accordance with the terms of this Agreement. The same entity must always act as servicer Accepted Servicing Practices approved by Buyer in the performance exercise of its reasonable business judgment and maintained by other prudent lenders with respect to loans similar to the Allocation Services as to both the Bond Agreements and the Receivables AgreementsPurchased Assets. (b) In Seller agrees that Buyer is the event that owner of all servicing records, including but not limited to any and all servicing agreements (the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Seller grants Buyer a Bond Trustee is entitled security interest in all servicing fees and rights relating to the Purchased Assets and directed by all Servicing Records to secure the applicable bondholders obligation of the Bonds under Seller or its designee to service in conformity with this Section and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the applicable Indenture Custodian) at Buyer’s request. (c) Upon the occurrence and during the continuance of an Event of Default (other than with respect to exercise Buyer), Buyer may, in its rightsole discretion, pursuant to the related Bond Agreements, to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise (i) sell its right to replace the Company as Receivables Servicer, andPurchased Assets on a servicing released basis or (ii) terminate the Seller or any sub-servicer of the Purchased Assets with or without cause, in either such caseeach case without payment of any termination fee. (d) Seller shall not employ sub-servicers rated below “above average”, therefore unless otherwise approved by Buyer, to terminate service the role Purchased Assets without the prior written approval of Buyer. If the Company as Purchased Assets are serviced by a sub-servicer, Seller shall irrevocably assign all rights, title and interest in the provider of Servicing Agreements in the Allocation Services hereunder, the party desiring or directed Purchased Assets to exercise such right Buyer. (e) Seller shall promptly give written notice cause any sub-servicers engaged by Seller to the other parties (execute a “Servicer Termination Notice”) in accordance letter agreement with the notice provisions of this Agreement Buyer acknowledging Buyer’s security interest and consult with the other agreeing that it shall deposit all Income with respect to the Person who would replace Purchased Assets in the Company in such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicable. Any successor to the Company in such capacities Cash Management Account. (f) The payment of servicing fees shall be agreed subordinate to by each Bond Trustee (in accordance with the Bond Agreements) payment of amounts outstanding under any Transaction and the Administrative Agent within ten (10) Business Days of the date of the Servicer Termination Notice, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection AgentAgreement.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant The Funding ▇▇▇▇▇▇ has appointed the Servicer to Section 2be the servicer of the Funding Loan and the Borrower Loan and the Servicer has accepted such appointment. Satisfactory arrangements have previously been made for the payment of servicing fees and expenses in connection with the Servicer’s servicing obligations hereunder, and the Borrower and the Funding Lender have no obligation for such payments. Without limiting the foregoing, the CompanyServicer shall have no right or claim to any transfer or assumption fees, late charges, Acceleration Premium or Default Interest payable under this Funding Loan Agreement or the other Funding Loan Documents; provided, however that, to the extent permitted under the Funding Loan Documents, the Servicer shall be entitled to collect from the Borrower its normal and customary incidental fees and charges for any requested review, approval or other action, including, without limitation, in its role as collection agent hereunderconnection with any proposed transfer, shall allocate and remit funds received from Customers for loan assumption, easement, site inspections (including travel costs), subordinate financing, release of collateral, condemnation proceeding, non-disturbance agreement or other similar action, unless such review, approval or other action is performed solely by the benefit of the each Bond Issuer, each Bond Trustee, the Buyer and the Receivables Lenders, respectively, and, until the Company’s access to one or more of the Buyer Accounts is revoked pursuant to the Account Control Agreements, shall control the movement of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables AgreementsFunding Lender. (b) In The Servicer shall be responsible for the event that a Bond Trustee is entitled performance of the following servicing duties: (i) The Servicer shall perform the duties expressly given to the Servicer under this Funding Loan Agreement, the other Funding Loan Documents and directed the Servicing Agreement between the Funding Lender and the Servicer. (ii) The Servicer shall prepare monthly bills to the Borrower in accordance with the Funding Loan Documents for payments to the Fiscal Agent of principal and interest under the Borrower Loan and for deposits into the Tax and Insurance Escrow Fund and the Replacement Reserve Fund. On the third to last Business Day of each calendar month, the Servicer shall notify the Borrower of the amount payable by the applicable bondholders Borrower to the Fiscal Agent on the next Business Day and will provide a copy thereof to the Fiscal Agent and the Funding Lender. Such notification may be delivered by Electronic Means. The Servicer shall diligently attempt to collect all of the Bonds following, at the times they are due and payable under this Funding Loan Agreement and the other Funding Loan Documents: (1) The principal and interest due and payable on the Borrower Note; (2) The Governmental Lender Fee and Fiscal Agent Fee, as applicable; (3) Any monthly Replacement Reserve Fund deposit; (4) Any Monthly Tax and Insurance Amounts; (5) Any other escrow or reserve deposits required by this Funding Loan Agreement or the other Funding Loan Documents; (6) Any assumption or transfer fee required by this Funding Loan Agreement or the other Funding Loan Documents; and (7) Any Acceleration Premium. (c) All payments received under this Funding Loan Agreement or the other Funding Loan Documents shall be applied in the following order unless otherwise instructed by the Funding Lender or expressly set forth in this Funding Loan Agreement or the other Funding Loan Documents: (i) To the principal and interest due and payable on the Borrower Note; (ii) To the Governmental Lender Fee and Fiscal Agent Fee, as applicable; (iii) To the Acceleration Premium, if applicable; (iv) To required deposits to the Replacement Reserve Fund; (v) To required deposits in the Tax and Insurance Escrow Fund; (vi) To other escrow or reserve deposits required by this Funding Loan Agreement or the other Funding Loan Documents; (vii) To Default Interest and any late fees; and (viii) To other amounts due under the applicable Indenture Funding Loan Documents. (d) Any payment received by the Servicer from or on behalf of the Borrower under this Funding Loan Agreement or the other Funding Loan Documents required to exercise its right, pursuant be submitted to the related Bond Agreements, Fiscal Agent shall be remitted by the Servicer to replace the Company as Property Fiscal Agent no later than the second (2nd) Business Day after receipt by the Servicer, or sooner if so required under this Funding Loan Agreement or the other Funding Loan Documents. The Servicer shall make any remittance to the Fiscal Agent by wire transfer in accordance with the event that instructions received from the Administrative Fiscal Agent is or to any other party entitled to such remittances pursuant this Funding Loan Agreement or the other Funding Loan Documents in accordance with the instructions received from the Funding Lender. (e) The Servicer shall review the Tax and desires to exercise its right to replace Insurance Escrow Fund and the Company as Receivables Servicer, and, Replacement Reserve Fund on an annual basis and process adjustments for required monthly escrow payments in either such case, therefore to terminate the role accordance with terms of the Company as Funding Loan Documents. The Servicer shall notify the provider Funding Lender, the Borrower and the Fiscal Agent of any such adjustment(s). (f) The Servicer shall prepare monthly reports for the Funding Lender and the Fiscal Agent outlining the status of the Allocation Services hereunderFunding Loan and the Borrower Loan, including disbursements from the Replacement Reserve Fund, the party desiring Tax and Insurance Escrow Fund, the Operating Reserve Fund or directed any other Account under this Funding Loan Agreement, loan history schedules, outstanding loan balances and escrow balances, which reports shall be furnished to exercise the Funding Lender and the Fiscal Agent no later than the fifteenth (15th) day of each calendar month (or the next Business Day thereafter if such right fifteenth (15th) day is not a Business Day). (g) The Servicer shall promptly give provide immediate written notice to the other parties (a “Servicer Termination Notice”) in accordance Funding Lender and the Borrower of any Event of Default of which it receives notice or has actual knowledge, or any event which, with the giving of notice provisions or the passage of time, or both, would constitute any Event of Default of which it receives notice or has actual knowledge. (h) The Servicer shall refer to the Funding Lender all Borrower requests for a quote of a payoff amount for the Borrower Loan and shall request a copy of any such quote from the Funding Lender. The Servicer shall prepare payoff letters and delinquency and default notices when necessary, as required by the Funding Loan Documents or this Funding Loan Agreement or otherwise as directed by the Funding Lender. (i) The Servicer shall use commercially reasonable efforts to obtain financial statements and consult other reports from the Borrower or relating to the Project at the times and to the extent required under the Funding Loan Documents and deliver the same to the Funding Lender. (j) The Servicer shall obtain, and shall provide to the Funding Lender a copy of the Borrower’s certificates of compliance with the Regulatory and Land Use Restriction Agreement or other evidence of such compliance submitted by the Borrower to the Governmental Lender or the Governmental Lender’s designee within thirty (30) days after the later of (i) the date it is required to be submitted to the Governmental Lender or the Governmental Lender’s designee, or (ii) the date it is actually so submitted. (k) The Servicer may perform additional duties with respect to the Person who would replace the Company in such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicable. Any successor to the Company in such capacities shall be agreed to by each Bond Trustee (in accordance with the Bond Agreements) Funding Loan and the Administrative Agent within ten (10) Business Days Borrower Loan during the rehabilitation of the date Project or during the period following an Event of Default at the request of the Servicer Termination Notice, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection AgentFunding Lender.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) a. The Seller Parties, on Buyer’s behalf, shall contract with each of Master Servicer and Subservicer to service the Contributed Crop Loans pursuant to the applicable Servicing Agreement and in accordance with the Accepted Servicing Practices. Pursuant to Section 2the terms of the Servicing Agreements, the CompanySeller and Subservicer established the Servicer Accounts in the name of Seller, in its role capacity as collection agent hereunderMaster Servicer, shall allocate and remit funds received from Customers for the benefit of Buyer. The Servicer Account shall be subject to the each Bond Issuerterms of the Servicer Account Control Agreement. b. Upon the occurrence and continuation of (i) an Event of Default hereunder or (ii) a Servicer Termination Event, each Bond TrusteeBuyer shall have the right to immediately terminate the applicable Servicer’s right to service the Contributed Crop Loans without payment of any penalty or termination fee. Each Seller Party shall cooperate and shall require that the Servicers cooperate in transferring the servicing of the Contributed Crop Loans to a successor servicer appointed by Buyer in its sole discretion. Upon the occurrence and continuation of an Event of Default or a Servicer Termination Event in connection with the Master Servicer, the Buyer and the Receivables Lenders, respectively, and, until the Company’s access to one or more of the Buyer Accounts is revoked pursuant to the Account Control Agreements, Subservicer shall control the movement of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) automatically be appointed as Master Servicer in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance Subservicer Side Letter and all rights, duties and obligations of Master Servicer hereunder and under any other Transaction Document shall thereafter be the rights, duties and obligations of the Allocation Services Subservicer, in its capacity as to both the Bond Agreements and the Receivables Agreementsa successor master servicer. (b) c. If any Seller Party should discover that, for any reason whatsoever, Servicer or any other entity responsible for managing or servicing any Contributed Crop Loans has failed to perform in all material respects any of the obligations of such entities with respect to Contributed Crop Loans, or that an event of default under the applicable Servicing Agreement has occurred, such Seller Party shall promptly notify Buyer. d. In the event that any Purchased Asset or a Bond Trustee Contributed Crop Loan is entitled serviced by a Third Party Servicer, the Seller Parties shall provide promptly to Buyer a side letter addressed to and directed agreed to by such Third Party Servicer of the related Purchased Assets or Contributed Crop Loans, as applicable, advising such Third Party Servicer of such matters as Buyer may reasonably request, including, without limitation, recognition by the applicable bondholders master servicer of Buyer’s interest in such Contributed Crop Loans and the Third Party Servicer’s agreement that upon receipt of notice of an Event of Default under this Agreement from Buyer, it will follow the instructions of Buyer with respect to the Contributed Crop Loans and any related Income with respect thereto. e. No Seller Party shall employ a Third Party Servicer without the prior written approval of Buyer, which approval shall not be unreasonably withheld, delayed or conditioned. If the Contributed Crop Loans are serviced, in whole or in part, by a subservicer (i) the applicable Servicer shall nevertheless remain primarily liable to Buyer for the servicing of the Bonds Contributed Crop Loans under the applicable Indenture Servicing Agreement; and (ii) any agreement with a subservicer shall entitle Buyer to exercise its right, pursuant to the related Bond Agreements, to replace the Company as Property Servicer, terminate such subservicer without fee or penalty in the event that the Administrative Agent applicable Servicer is entitled replaced subject to and desires the terms of the applicable subservicing agreement. f. Each Seller Party shall cause the Master Servicer to exercise its right provide to replace the Company as Receivables ServicerBuyer, andelectronically, in either such casea format mutually acceptable to Buyer and each Seller Party, therefore to terminate by no later than the role of the Company as the provider of the Allocation Services hereunderServicer Reporting Date, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions of this Agreement and consult with the other with respect to the Person who would replace the Company in such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicable. Any successor to the Company in such capacities shall be agreed to by each Bond Trustee (in accordance with the Bond Agreements) and the Administrative Agent within ten (10) Business Days of the date of the Servicer Termination Notice, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection AgentReport.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant to Section 2, Each servicer of any Purchased Asset (including the Company, in its role as collection agent hereunder, Repo Servicer and the Primary Servicer) shall allocate and remit funds received from Customers service the Purchased Assets for the benefit of the Buyer and ▇▇▇▇▇’s successors and assigns. Seller shall cause each Bond Issuersuch servicer (including, each Bond Trusteewithout limitation, the Buyer Repo Servicer and the Receivables LendersPrimary Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer in accordance with Accepted Servicing Practices and pursuant to this Agreement and any related Servicer Notice; provided that, respectivelywithout prior written consent of Buyer in its sole discretion as required by Articles 7(d) and (f), and, until no servicer (including the Company’s access to one or more Repo Servicer and the Primary Servicer) of any of the Purchased Assets shall take any action with respect to any Purchased Asset described in Articles 7(d) and (f). (b) Seller agrees that Buyer Accounts is revoked the owner of all Servicing Rights and servicing records, including, but not limited to, any and all servicing agreements (including, without limitation, the Primary Servicing Agreement, the Repo Servicing Agreement or any other servicing and/or subservicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing and/or subservicing of Purchased Assets (the “Servicing Records”), so long as the Purchased Assets are subject to this Agreement. Seller grants Buyer a security interest in all servicing fees and rights relating to the Purchased Assets and all Servicing Rights and Servicing Records to secure the obligation of Seller or its designee to service in conformity with this Article 27 and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request. (c) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Purchased Assets on a servicing released basis and/or (ii) terminate Primary Servicer, Repo Servicer or any other servicer or sub-servicer of the Purchased Assets (including, without limitation, Seller, in its capacity as servicer of the Purchased Assets), with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Account Control AgreementsPrimary Servicing Agreement or Repo Servicer pursuant to the Repo Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by a sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall control cause all servicers other than the movement of such funds out Repo Servicer (including, without limitation, the Primary Servicer) and sub-servicers engaged by Seller to execute the Servicer Notice with Buyer acknowledging Buyer’s ownership of the Deposit Accounts (such allocation, remittance Purchased Assets and deposits hereafter called Servicing Rights and Buyer’s security interest and agreeing that each servicer and/or sub servicer shall immediately transfer all Income and other amounts with respect to the “Allocation Services”) Purchased Assets to Buyer in accordance with the applicable Servicing Agreement and/or 192 USActive 60477385.9 Servicer Notice and this Agreement and so long as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to Seller and each such servicer of an Event of Default 193 USActive 60477385.9 under this Agreement, each such servicer (including the Repo Servicer and Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by ▇▇▇▇▇. Seller shall cause each Servicing Agreement (including the Repo Servicing Agreement) to be consistent with the terms of this Agreement. The same entity must always act as servicer in Agreement and each Servicer (including the performance of the Allocation Services as Repo Servicer) to both the Bond Agreements and the Receivables Agreementscomply with such terms. (be) In The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement. (f) For the event that a Bond Trustee is entitled avoidance of doubt, Seller retains no economic rights to and directed by the applicable bondholders servicing of the Bonds under Purchased Assets. As such, Seller expressly acknowledges that the applicable Indenture Purchased Assets are sold to exercise its right, pursuant Buyer on a “servicing released” basis with such servicing retained by Buyer. (g) Seller shall cause each servicer of a Purchased Asset to provide to Buyer and to the related Bond AgreementsCustodian via electronic transmission, promptly upon request by Buyer a Servicing Tape for the month (or any portion thereof) prior to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions of this Agreement and consult with the other with respect to the Person who would replace the Company in such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicable. Any successor to the Company in such capacities shall be agreed to by each Bond Trustee (in accordance with the Bond Agreements) and the Administrative Agent within ten (10) Business Days of the date of Buyer’s request; provided, that to the Servicer Termination Noticeextent any servicer does not provide any such Servicing Tape, Seller shall prepare and provide to Buyer and Custodian via electronic transmission a remittance report containing the servicing information that would otherwise be set forth in the Servicing Tape; and provided, further, that regardless of whether Seller at any time delivers any such successor remittance report, Seller shall be subject at all times use commercially reasonable efforts to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables cause each servicer to provide each Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent Tape in accordance with this Section 4 is referred to herein as the “Replacement Collection Agentherewith.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant Each Seller covenants to Section 2, maintain or cause the Company, in its role as collection agent hereunder, shall allocate and remit funds received from Customers for the benefit servicing of the each Bond IssuerPurchased Assets to be maintained in conformity with Accepted Servicing Practices and pursuant to the related underlying Servicing Agreement (if applicable). In the event that the preceding language is interpreted as constituting one or more servicing contracts, each Bond Trusteesuch servicing contract shall terminate automatically upon the earliest of (i) thirty (30) days after the last Payment Date of such Purchased Asset, (ii) a Servicer Termination Event or an Event of Default, (iii) the date on which all the Obligations have been paid in full, or (iv) the transfer of servicing to any entity approved by Buyer and the Receivables Lendersassumption thereof by such entity. Upon any such termination, respectively, and, until Seller shall comply with the Company’s access requirements set forth in Section 13(hh) as to one or more the delivery of the Buyer Accounts is revoked pursuant to the Account Control Agreements, shall control the movement of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements Servicing Records and the Receivables Agreementsphysical servicing of each Loans. (b) In During the event period United Shore is servicing the Purchased Assets, (i) Sellers agree that Buyer is the owner of the Servicing Rights and all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Loans (the “Servicing Records”), and (ii) Sellers grant Buyer a Bond Trustee security interest in all servicing fees and rights relating to the Purchased Assets and all Servicing Records to secure the obligation of Sellers or their designee to service in conformity with this Section 43 and any other obligation of Sellers to Buyer. At all times during the term of this Agreement, each Seller covenants to hold such Servicing Records in trust for Buyer and to safeguard, or cause each Servicer or Subservicer, as applicable, to safeguard, such Servicing Records and to deliver them, or cause any such Servicer or Subservicer to deliver them to the extent permitted under the related Servicing Agreement promptly to Buyer or its designee (including the Custodian) at Buyer’s request or otherwise as required by operation of Section 13(hh) hereof. It is entitled to understood and directed agreed by the applicable bondholders parties that prior to an Event of Default, United Shore, as servicer shall retain the Bonds under the applicable Indenture to exercise its right, pursuant to the related Bond Agreements, to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions of this Agreement and consult with the other servicing fees with respect to the Person who would replace Purchased Assets. (c) If any Loan that is proposed to be sold on a Purchase Date is serviced by a Servicer (other than United Shore) or Subservicer, or if the Company servicing of any Loans is to be transferred to another Servicer or a Subservicer, as applicable, United Shore shall provide a copy of the related Servicing Agreement and an Instruction Letter executed by such Subservicer to Buyer at least [***] Business Days prior to such Purchase Date or transfer date, as applicable, which Servicing Agreement shall be in form and substance acceptable to Buyer. In addition, United Shore shall have obtained the prior written consent of Buyer for such capacity other Servicer or Subservicer, as applicable, to servicer or subservice the Loans, which approval shall not be unreasonably withheld. (d) Upon prior written notice following the occurrence and also in its other capacities as Property during the continuance of an Event of Default or a Servicer under each Bond Agreement and/or Receivables Termination Event (subject to any applicable cure period), Buyer shall have the right to immediately terminate any Servicer or any Subservicer’s right to service the Purchased Assets, without payment of any penalty or termination fee under the Receivables related Servicing Agreement, or any other related agreement, as applicable, and free and clear of any obligations (including without limitation any obligation to pay or reimburse any previous servicer for outstanding servicing advances). Any Upon receipt of such notice or upon resignation of any Servicer or any Subservicer, Seller and the applicable Servicer or Subservicer shall cooperate in transferring the applicable servicing and management of the Purchased Assets to a successor appointed by Buyer in its sole discretion. (e) After the Purchase Date, until the Repurchase Date, no Seller will have the right to modify or alter the terms of the Loan or related Participation Interest or consent to the Company modification or alteration of the terms of any Loan or related Participation Interest, and no Seller will have the obligation or right to repossess any Loan or substitute another Loan or related Participation Interest, except as provided in such capacities any Custodial Agreement. (f) Buyer shall be agreed have the right in its sole discretion to by each Bond Trustee (in accordance appoint a third party to perform due diligence with the Bond Agreements) respect to United Shore’s servicing facilities at any time. United Shore shall cooperate with Buyer and/or its designees to provide access to United Shore’s servicing facilities including without limitation its books and records with respect to Seller’s servicing portfolio and the Administrative Agent within ten (10) Business Days Purchased Assets. In addition to the foregoing, United Shore shall permit Buyer to inspect upon reasonable prior written notice at a mutually convenient time, United Shore’s or its Affiliate’s servicing facilities, as the case may be, for the purpose of satisfying Buyer that United Shore or its Affiliate, as the date of case may be, has the ability to service the Loans as provided in this Agreement. In addition, with respect to any Servicer Termination Notice, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks Subservicer which is not an Affiliate of United Shore, United Shore shall use its best efforts to enable Buyer to inspect the servicing facilities of such Servicer or such Subservicer and to cause such Servicer or such Subservicer to cooperate with Buyer and/or its designees in connection with any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent due diligence performed by Buyer and/or such designees in accordance with this Section 4 is referred to herein as the “Replacement Collection Agent.” The parties hereto 43(f). Each Seller and Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with any entity succeeding due diligence or inspection performed pursuant to the rights this Section 43(f) shall be paid by Buyer, subject to Section 3 of the Company as Receivables Servicer or as Property Servicer shall be the same entityPricing Side Letter.

Servicing. (a) Pursuant The Borrower covenants to Section 2, maintain or cause the Company, servicing of the Collateral to be maintained in its role as collection agent hereunder, shall allocate conformity with accepted and remit funds received from Customers prudent servicing practices in the industry for the benefit same type of collateral as the each Bond IssuerCollateral and in a manner at least equal in quality to the servicing the Borrower provides for mortgage loans, each Bond Trustee, mezzanine loans and equity interests which it owns. In the Buyer and event that the Receivables Lenders, respectively, and, until the Company’s access to preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default; or (ii) the Buyer Accounts is revoked pursuant to transfer of servicing approved by the Account Control Agreements, shall control the movement of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables AgreementsBorrower. (b) If the Collateral is serviced by the Borrower, (i) the Borrower agrees and acknowledges that the Security Trustee is the assignee by way of security of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Collateral (the “Servicing Records”). The Borrower covenants to safeguard such Servicing Records and to deliver them promptly to the Lender or its designee (including the Custodian) at the Security Trustee’s request. (c) If the Collateral is serviced by a third party servicer (such third party servicer, “the Servicer”), the Borrower (i) shall provide a copy of the servicing agreement to the Security Trustee and the Agent, which shall be in form and substance acceptable to the Agent, together with all addendums thereto (collectively, the “Servicing Agreement”); and (ii) shall provide a Servicer Notice to the Servicer substantially in the form of Schedule 16 (Servicer Notice) (a “Servicer Notice”) and shall cause the Servicer to acknowledge and agree to the same. Any successor or assignee of a Servicer shall be approved in writing by the Agent and shall acknowledge and agree to a Servicer Notice prior to such successor’s assumption of servicing obligations with respect to any or all of the Collateral. (d) If the servicer of the Collateral is the Borrower or the Servicer is an Affiliate of the Borrower, the Borrower shall provide to the Agent and the Security Trustee a letter from the Borrower or the Servicer, as the case may be, to the effect that upon the occurrence and during the continuance of an Event of Default, the Security Trustee may terminate any Servicing Agreement and in any event transfer servicing to the Security Trustee’s designee, at no cost or expense to the Security Trustee, it being agreed that the Borrower will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of the Security Trustee. (e) In the event that a Bond Trustee the Borrower or its Affiliate is entitled to and directed by servicing the applicable bondholders of the Bonds under the applicable Indenture to exercise its right, pursuant to the related Bond Agreements, to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunderCollateral, the party desiring or directed to exercise such right Borrower shall promptly give permit the Security Trustee and the Agent, upon advance written notice to the other parties Borrower (unless a “Servicer Termination Notice”) Default or Event of Default shall have occurred and be continuing, in accordance with which case no notice shall be required), from time to time to inspect the notice provisions of this Agreement and consult with the other with respect to the Person who would replace the Company in such capacity and also in Borrower’s or its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing AgreementAffiliate’s servicing facilities, as applicable. Any successor to the Company in such capacities shall be agreed to by each Bond case may be, for the purpose of satisfying the Security Trustee (in accordance with the Bond Agreements) and the Administrative Agent within ten (10) Business Days of that the date of the Servicer Termination NoticeBorrower or its Affiliate, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection Agentcase may be, has the ability to service the Collateral as provided in this Agreement.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant The Seller covenants to Section 2, maintain or cause the Company, in its role as collection agent hereunder, shall allocate and remit funds received from Customers for the benefit servicing of the each Bond IssuerPurchased Loans to be maintained in conformity with Accepted Servicing Practices. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each Bond Trusteesuch servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the date on which all the Obligations have been paid in full, or (iii) the transfer of servicing to any entity approved by the Buyer and the Receivables Lenders, respectively, and, until the Company’s access to one or more of the Buyer Accounts is revoked pursuant to the Account Control Agreements, shall control the movement of assumption thereof by such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables Agreementsentity. (b) In During the event period any Seller is servicing the Purchased Loans, (i) the Sellers agree that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Loans (the “Servicing Records”), and (ii) the Sellers grant the Buyer a Bond Trustee security interest in all servicing fees and rights relating to the Purchased Loans and all Servicing Records to secure the obligation of the Sellers or its designee to service in conformity with this Section 43 and any other obligation of Sellers to the Buyer. The Sellers covenant to safeguard such Servicing Records and to deliver them promptly to the Buyer or its designee (including the Custodian) at the Buyer’s request. It is entitled to understood and directed agreed by the applicable bondholders parties that prior to an Event of Default, the Sellers shall retain the servicing fees with respect to the Purchased Loans. (c) If the Loans are serviced by any other third party servicer (such third party servicer, the “Subservicer”) the Sellers shall provide a copy of the Bonds under related servicing agreement with a properly executed Instruction Letter to the Buyer at least three (3) Business Days prior to the applicable Indenture Purchase Date or the date on which the Subservicer shall begin subservicing the Loans, which shall be in the form and substance acceptable to exercise its rightBuyer (the “Servicing Agreement”) and shall have obtained the written consent of the Buyer for such Subservicer to subservice the Loans. Initially, pursuant the Subservicer shall be Aames Funding. (d) The Sellers agree that upon the occurrence of an Event of Default, the Buyer may terminate the Sellers in their capacity as servicer and terminate any Servicing Agreement and Sellers shall transfer such servicing to the related Bond AgreementsBuyer or its designee, at no cost or expense to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunderBuyer. In addition, the party desiring or directed to exercise such right Sellers shall promptly give written notice provide to the other parties (a “Servicer Termination Notice”) Buyer an Instruction Letter from the Sellers to the effect that upon the occurrence of an Event of Default, the Buyer may terminate any Subservicer or Servicing Agreement and direct that collections with respect to the Loans be remitted in accordance with the notice provisions of this Agreement and consult Buyer’s instructions. The Sellers agree to cooperate with the other Buyer in connection with the transfer of servicing. (e) After the Purchase Date, until the Repurchase Date, the Sellers will have no right to modify or alter the terms of the Loan or consent to the modification or alteration of the terms of any Loan, and the Sellers will have no obligation or right to repossess any Loan or substitute another Loan, except as provided in any Custodial Agreement. (f) The Sellers shall permit the Buyer to inspect upon reasonable prior written notice at a mutually convenient time, the Seller’s or its Affiliate’s servicing facilities, as the case may be, for the purpose of satisfying the Buyer that the Sellers or its Affiliate, as the case may be, has the ability to service the Loans as provided in this Agreement. In addition, with respect to the Person who would replace the Company in such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicable. Any successor to the Company in such capacities shall be agreed to by each Bond Trustee (in accordance with the Bond Agreements) and the Administrative Agent within ten (10) Business Days any Subservicer which is not an Affiliate of the date Sellers, the Sellers shall use their best efforts to enable the Buyer to inspect the servicing facilities of the Servicer Termination Notice, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection AgentSubservicer.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant Borrower covenants to Section 2, maintain or cause the Company, in its role as collection agent hereunder, shall allocate and remit funds received from Customers for the benefit servicing of the each Bond IssuerUnderlying Loans to be maintained in conformity with (i) applicable law, each Bond Trustee, the Buyer and the Receivables Lenders, respectively, and, until the Company’s access to one or more of the Buyer Accounts is revoked pursuant to the Account Control Agreements, shall control the movement of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”ii) in accordance with the terms of this Loan Agreement. The same entity must always act as servicer in , (iii) the performance terms of the Allocation Services as to both the Bond Agreements and the Receivables Agreements. (b) In the event that a Bond Trustee is entitled to and directed by the applicable bondholders of the Bonds under the applicable Indenture to exercise its right, pursuant to the related Bond Agreements, to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions of this Agreement and consult with the other with respect to the Person who would replace the Company in such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicable. Any successor (iv) the terms of the respective Underlying Loans and any related intercreditor agreement, co-lender and/or similar agreement(s) and (v) to the Company in such capacities shall be agreed to by each Bond Trustee (in accordance extent consistent with the Bond Agreements) and foregoing, the Administrative Agent within Servicing Standard. Borrower shall obtain the written consent of Lender prior to appointing any servicer for the Underlying Loans, which consent shall not be unreasonably withheld, conditioned or delayed. Borrower shall provide Lender with written notice at least ten (10) Business Days prior to terminating any servicer, terminating any servicing agreement (including the Servicing Agreement) or removing any Underlying Loan from the serviced loans subject to a servicing agreement. In connection with any such termination or removal, Borrower shall, at least five (5) Business Days prior to such termination or removal, cause a new Servicing Instruction Letter to be delivered which shall instruct any servicer, obligor, lock-box bank, cash management bank, manager or other party responsible for remitting amounts to Borrower under the Underlying Loans to pay all amounts payable to Borrower under the Underlying Loans to the Collection Account. (b) Borrower agrees that Lender is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, management agreements, rent rolls, leases, environmental and engineering reports, third-party underlying reports, files, documents, records, legal opinions, estoppels, financial statements, operating statements, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of the date of the Servicer Termination NoticeUnderlying Loans (but excluding any draft documents, attorney/client communications which are privileged or constitute legal or other due diligence analyses, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, documents prepared by Borrower or any holiday of its Affiliates solely for national banks internal communication, credit underwriting or any New York banking corporation due diligence) (the “Servicing Records”), and Borrower grants Lender a security interest in Charlotte, North Carolina, Atlanta, Georgia all of Borrower’s rights relating to the Underlying Loans and all Servicing Records to secure the obligation of Borrower or New York, New York. The Person named as replacement collection agent its designee to service in accordance conformity with this Section 4 is referred and any other obligation of Borrower to herein as Lender. Borrower covenants to safeguard such Servicing Records and, during the “Replacement Collection Agentexistence of an Event of Default, to deliver them promptly to Lender or its designee (including Custodian) at Lender’s request.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant Each Borrower covenant to Section 2, maintain or cause the Company, servicing of the Mortgage Loans to be maintained in its role as collection agent hereunder, shall allocate conformity with accepted and remit funds received from Customers prudent servicing practices in the industry for the benefit same type of mortgage loans as the each Bond Issuer, each Bond Trustee, Mortgage Loans and in a manner at least equal in quality to the Buyer and servicing the Receivables Lenders, respectively, and, until Borrowers provide for mortgage loans which it owns. In the Company’s access to event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the Buyer Accounts is revoked pursuant to date on which all the Account Control Agreements, shall control Secured Obligations have been paid in full or (iii) the movement transfer of such funds out of servicing approved by the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables AgreementsBorrowers. (b) In If the event Mortgage Loans are serviced by a Borrower, (i) such Borrower agrees that the Agent is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer files, copies of computer files, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage Loans (the "Servicing Records"), and (ii) such Borrower grants the Agent, for the ratable benefit of the Lenders, a Bond Trustee is entitled security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of each Borrower or its designee to service in conformity with this Section and any other obligation of the Borrowers to the Lenders. The Borrowers covenant to safeguard such Servicing Records and to deliver them promptly to the Agent or its designee (including the Custodian) at the Agent's request. (c) If the Mortgage Loans are serviced by a third party servicer (such third party servicer, the "Servicer"), the Borrowers (i) shall provide a copy of the servicing agreement to the Agent, which shall be in form and substance acceptable to the Agent (the "Servicing Agreement"), (ii) shall provide a Servicer Notice to the Servicer substantially in the form of Exhibit H hereto (a "Servicer Notice") and shall cause the Servicer to acknowledge and agree to the same and (iii) hereby irrevocably assigns to the Lender and the Lender's successors and assigns all right, title and interest of the Borrowers in, to and directed by under, and the applicable bondholders of the Bonds under the applicable Indenture to exercise its rightbenefits of, pursuant to the related Bond Agreements, to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions of this any Servicing Agreement and consult with the other with respect to the Person who would replace the Company in such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicableMortgage Loans. Any successor or assignee of a Servicer shall be approved in writing by the Agent and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations with respect to the Company in such capacities shall be agreed to by each Bond Trustee Mortgage Loans. (in accordance with d) If the Bond Agreements) and the Administrative Agent within ten (10) Business Days Servicer of the date of Mortgage Loans is a Borrower or the Servicer Termination Noticeis an Affiliate of a Borrower, and such successor Borrower shall be subject provide to satisfaction the Agent a letter from the Borrower or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Agent may terminate any Servicing Agreement and in any event transfer servicing to the Receivables Agreements. “Business Day” means Agent's designee, at no cost or expense to the Agent, it being agreed that the Borrowers will pay any day other than and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of the Agent. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, the Borrowers will have no right to modify or alter the terms of such Mortgage Loan and the Borrowers will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in the Custodial Agreement. (f) In the event a SaturdayBorrower or its Affiliate is servicing the Mortgage Loans, Sundaysuch Borrower shall permit the Agent from time to time to inspect such Borrower's or its Affiliate's servicing facilities, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection Agentcase may be, for the purpose of satisfying the Agent that such Borrower or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Loan Agreement.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant Seller and Buyer agree that all Servicing Rights with respect to the Purchased Assets are being transferred hereunder to Buyer on the applicable Purchase Date and such Servicing Rights shall be transferred by Buyer to Seller upon Seller’s payment of the Repurchase Price for the Purchased Assets, and any servicing provisions of this Agreement or any other Program Document constitute (i) “related terms” under this Agreement within the meaning of Section 2101(47)(A)(i) of the Bankruptcy Code and/or (ii) a security agreement or other arrangement or other credit enhancement related to the Program Documents. Notwithstanding the transfer of Servicing Rights to ▇▇▇▇▇, ▇▇▇▇▇ hereby agrees that Servicer may continue to service the Company, in its role as collection agent hereunder, shall allocate and remit funds received from Customers Purchased Assets (excluding the Servicing Rights) for the benefit of Buyer and ▇▇▇▇▇’s successors or assigns; provided, however, that such Servicer shall have entered into documentation satisfactory to Buyer acknowledging Buyer’s interest in the each Bond Issuerrelated Purchased Assets and its rights to sell such Purchased Assets on a servicing-released basis and to terminate the term of such Servicer with respect to any Purchased Assets sold by Buyer upon the occurrence and during the continuance of an Event of Default. Seller shall cause the Purchased Assets to be serviced in accordance with Accepted Servicing Practices. (b) Seller agrees that Buyer is the owner of all servicing records, each Bond Trusteeincluding but not limited to the Servicing Agreement any and all other servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (collectively, the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Seller covenants to safeguard such Servicing Records (if any are in Seller’s possession) and to deliver them promptly to Buyer or its designee (including Custodian) at Buyer’s request. (c) Upon the occurrence and during the Receivables Lenderscontinuance of an Event of Default, respectivelyBuyer may, andin its sole and absolute discretion, until (i) subject to Sections 14 and 19, sell its rights to the Company’s access to one Purchased Assets on a servicing-released basis and/or (ii) terminate any Servicer or more any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee. Seller shall cause Servicer to cooperate with Buyer Accounts is revoked pursuant in effecting such termination and transferring all authority to service such Purchased Asset to the Account Control Agreementssuccessor servicer, shall control including requiring Servicer to (i) promptly transfer all data in its possession relating to the movement Purchased Assets to the successor servicer in such electronic format as the successor servicer may reasonably request, (ii) promptly transfer to the successor servicer, Buyer or Buyer’s designee, the Purchased Asset File and all other files, records, correspondence and documents in its possession relating to the Purchased Assets and (iii) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and/or Buyer to comply with any legal or regulatory requirement associated with the transfer of the servicing of the applicable Purchased Assets. Seller agrees that if Seller or any Servicer fails to cooperate with Buyer or any successor servicer in effecting the termination of such funds out Servicer as servicer of any Purchased Asset or the Deposit Accounts (transfer of all authority to service such allocation, remittance and deposits hereafter called the “Allocation Services”) Purchased Asset to such successor servicer in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements hereof and the Receivables AgreementsServicing Agreement, Buyer will be irreparably harmed and entitled to injunctive relief. (bd) In the event that a Bond Trustee Seller shall not employ any Servicer rated below “above average” by S&P, unless such Servicer is entitled to otherwise approved by Buyer, in its sole and directed by the applicable bondholders of the Bonds under the applicable Indenture to exercise its right, pursuant to the related Bond Agreementsabsolute discretion, to replace service the Company as Property ServicerPurchased Assets (excluding the Servicing Rights). (e) If Servicer is an Affiliate of Seller, Pledgor or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunderGuarantor, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions payment of this Agreement and consult with the other with respect to the Person who would replace the Company in such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicable. Any successor to the Company in such capacities servicing fees shall be agreed subordinate to by each Bond Trustee (in accordance with the Bond Agreements) payment of amounts outstanding under any Transaction and the Administrative Agent within ten (10) Business Days of the date of the Servicer Termination Notice, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection AgentAgreement.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant The Issuer shall cause all Mortgage Assets to Section 2, be serviced by the Company, in its role as collection agent hereunder, shall allocate and remit funds received from Customers for Servicer (or a replacement Servicer approved by the benefit Majority of the each Bond Issuer, each Bond Trustee, the Buyer and the Receivables Lenders, respectively, and, until the Company’s access to one or more of the Buyer Accounts is revoked pursuant to the Account Control Agreements, shall control the movement of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”Controlling Class) in accordance with the terms Servicing Agreement (or a replacement Servicing Agreement acceptable to the Majority of this Agreementthe Controlling Class), in each case in accordance with the Servicing Standard. The same entity must always act as servicer in Issuer shall obtain the performance written consent of the Allocation Services as Majority of the Controlling Class prior to both appointing any replacement Servicer or entering into or amending or modifying any Servicing Agreement with respect to the Bond Agreements Mortgage Assets with a Servicer. Upon the occurrence and continuance of an Event of Default, the Majority of the Controlling Class shall have the right to terminate the Servicer and the Receivables AgreementsServicing Agreement and appoint a replacement Servicer to service and administer the Mortgage Assets. In connection with the foregoing, the Issuer, the Trustee and the Collateral Agent shall reasonably cooperate with the Controlling Class in effecting such replacement and termination. (b) In Subject to the event that a Bond Trustee is entitled to and directed by Mortgage Asset Documents, the applicable bondholders terms of the Bonds under Servicing Agreement and the applicable Indenture to exercise its rightServicing Standard, pursuant the Servicer shall have full power and authority, acting alone and/or through one or more Affiliates, vendors or other third parties for the performance of incidental services of the Servicer hereunder, such as performing inspections or monitoring insurance and/or taxes; provided that the Servicer shall remain obligated and liable to the related Bond Agreements, to replace Issuer for the Company as Property Servicer, or in the event that the Administrative Agent is entitled to servicing and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role administering of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) Mortgage Assets in accordance with the notice provisions of this the Servicing Agreement hereof without diminution of such obligation or liability by virtue of such contract. The Servicer shall be obligated to pay all fees and consult expenses of any Affiliates, vendors or other third parties out of its Servicing Fee. (c) The Servicer may enter into sub-servicing agreements with sub-servicers (so long as such sub-servicer is a Qualified Servicer and, so long as the other Class A Loan is Outstanding, the Class A Lender Representative approves such sub-servicer and sub-servicing agreement), to do or cause to be done any and all things in connection with respect such servicing and administration that it may deem, in its reasonable judgment, necessary or desirable; provided that the Servicer shall remain obligated and liable to the Person who would replace Issuer for the Company in such capacity servicing and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under administering of the Receivables Servicing Agreement, as applicable. Any successor to the Company in such capacities shall be agreed to by each Bond Trustee (Mortgage Assets in accordance with the Bond Agreements) provisions of the Servicing Agreement without diminution of such obligation or liability by virtue of such Sub-Servicing Agreement and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Assets. References in this Indenture and Credit Agreement and the Administrative Agent within ten (10) Business Days related Servicing Agreement to actions taken or to be taken by the Servicer in servicing the Mortgage Assets include actions taken or to be taken by a sub-servicer on behalf of the date Servicer. For purposes of this Indenture and Credit Agreement, the Servicer shall be deemed to have received any payment in respect of a Mortgage Asset when the applicable or related sub-servicer receives such payment. The Servicer shall be obligated to pay all fees and expenses of any sub-servicer out of its Servicing Fee. Any sub-servicing agreement entered into by Servicer (or a side letter agreement entered into by the Servicer, the applicable sub-servicer, the Issuer and the Class A Lender (for so long as the Class A Loan is Outstanding)) shall (x) conform to the provisions in this Section 17.1, (y) provide that it shall terminate automatically upon the termination of the Servicer Termination Noticeand (z) terminate, and such successor shall be subject to satisfaction at the option of a Majority of the Rating Agency Condition Controlling Class, upon the occurrence and continuance of an Event of Default hereunder. (as defined belowd) The Issuer and otherwise satisfy the provisions Class A Lender hereby approve the Servicing Agreement. The Issuer shall not cause or permit the Servicing Agreement to be amended, modified or supplemented without the consent of a Majority of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection Agent.” The parties hereto agree that any entity succeeding to the rights Holders of the Company as Receivables Servicer Controlling Class. (e) In no event shall the Issuer be permitted to acquire a Mortgaged Property by foreclosure or as Property Servicer shall be the same entitya conveyance in lieu of foreclosure.

Servicing. (a) Pursuant The Borrower covenants to Section 2, maintain or cause the Company, servicing of the Collateral to be maintained in its role as collection agent hereunder, shall allocate conformity with accepted and remit funds received from Customers prudent servicing practices in the industry for the benefit same type of collateral as the each Bond IssuerCollateral and in a manner at least equal in quality to the servicing the Borrower provides for mortgage loans, each Bond Trustee, mezzanine loans and equity interests which it owns. In the Buyer and event that the Receivables Lenders, respectively, and, until the Company’s access to preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default; or (ii) the Buyer Accounts is revoked pursuant to transfer of servicing approved by the Account Control Agreements, shall control the movement of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables AgreementsBorrower. (b) If the Collateral is serviced by the Borrower, (i) the Borrower agrees and acknowledges that the Security Trustee is the assignee by way of security of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Collateral (the "Servicing Records"). The Borrower covenants to safeguard such Servicing Records and to deliver them promptly to the Lender or its designee (including the Custodian) at the Security Trustee's request. (c) If the Collateral is serviced by a third party servicer (such third party servicer, "the Servicer"), the Borrower (i) shall provide a copy of the servicing agreement to the Security Trustee and the Agent, which shall be in form and substance acceptable to the Agent, together with all addendums thereto (collectively, the "Servicing Agreement"); and (ii) shall provide a Servicer Notice to the Servicer substantially in the form of Schedule 16 (Servicer Notice) (a "Servicer Notice") and shall cause the Servicer to acknowledge and agree to the same. Any successor or assignee of a Servicer shall be approved in writing by the Agent and shall acknowledge and agree to a Servicer Notice prior to such successor’s assumption of servicing obligations with respect to any or all of the Collateral. (d) If the servicer of the Collateral is the Borrower or the Servicer is an Affiliate of the Borrower, the Borrower shall provide to the Agent and the Security Trustee a letter from the Borrower or the Servicer, as the case may be, to the effect that upon the occurrence and during the continuance of an Event of Default, the Security Trustee may terminate any Servicing Agreement and in any event transfer servicing to the Security Trustee's designee, at no cost or expense to the Security Trustee, it being agreed that the Borrower will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of the Security Trustee. (e) In the event that a Bond Trustee the Borrower or its Affiliate is entitled to and directed by servicing the applicable bondholders of the Bonds under the applicable Indenture to exercise its right, pursuant to the related Bond Agreements, to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunderCollateral, the party desiring or directed to exercise such right Borrower shall promptly give permit the Security Trustee and the Agent, upon advance written notice to the other parties Borrower (unless a “Servicer Termination Notice”) Default or Event of Default shall have occurred and be continuing, in accordance with which case no notice shall be required), from time to time to inspect the notice provisions of this Agreement and consult with the other with respect to the Person who would replace the Company in such capacity and also in Borrower’s or its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing AgreementAffiliate’s servicing facilities, as applicable. Any successor to the Company in such capacities shall be agreed to by each Bond case may be, for the purpose of satisfying the Security Trustee (in accordance with the Bond Agreements) and the Administrative Agent within ten that the Borrower or its Affiliate, as the case may be, has the ability to service the Collateral as provided in this Agreement. (10f) Business Days Irrespective of the date of whether the Servicer Termination Noticeis the Borrower or a third party servicer, and such successor shall be subject the Borrower undertakes to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection Agent.” The parties hereto agree procure that any entity succeeding to monies received in respect of or derived from the rights of the Company as Receivables Servicer or as Property Servicer shall Collateral will be the same entitypaid forthwith into a Borrower Bank Account.

Servicing. (a) Pursuant The Borrower shall have entered into, by the Initial Borrowing Date for the first Eligible Loan, a servicing agreement acceptable to Section 2the Lender with the Servicer (including as the same may be amended, supplemented, modified or restated from time to time in accordance herewith and therewith, the Company“Servicing Agreement”). The Borrower may not, without the Lender’s prior approval, (i) amend the Servicing Agreement in any material respect or (ii) subcontract or allow the Servicer to subcontract out any portion of the servicing obligations or to the extent that the Borrower has rights (as lender) under the Collateral Documents to consent to third party property management in connection with installment sales of any portion of the Mortgaged Properties (other than to an Affiliate of Borrower who is a subservicer with a rating by Standard & Poors of not less than Average and a rating by Fitch of not less than ▇▇▇▇▇ ▇ Servicer Rating CSS3), approve such management without the Lender’s approval. The Servicing Agreement shall provide that, if an Event of Default occurs under the Credit Documents, the Servicer may, at the Lender’s option, and at no cost to the Lender, be terminated as servicing agent and the Lender, may, at its option, act as servicing agent for receipt of funds from the Assets for a fee equal to a servicing fee which is determined by the Lender to be commercially reasonable. The Borrower shall use commercially reasonable efforts to cause the Servicer to provide copies to the Lender of the Servicer’s written monthly reports to the Borrower, to the extent that they relate to Eligible Loans in the Eligible Loan Pool, provided, however, that the Lender reserves the right by written request to the Servicer to request different information or amended or expanded reports, in its role as collection sole and absolute discretion. The Borrower shall use commercially reasonable efforts to cause the Servicer to permit the Lender or its designee, upon reasonable notice (except in the case of emergency or during the continuance of an Event of Default, in which case no notice shall be required) to inspect its books, records and operations at the Borrower’s sole cost and expense at any time during normal business hours. Upon five (5) days prior written notice from the Lender and the Borrower each agree and shall use commercially reasonable efforts to cause the Servicer to agree, at each of its sole cost and expense, to meet together with the Lender or the Lender’s designee or agent hereunderat the Lender’s Office or by telephone, shall allocate to discuss any and remit funds received from Customers for the benefit all aspects of the each Bond Issuer, each Bond Trustee, Assets that the Buyer and the Receivables Lenders, respectively, and, until the Company’s access to one or more of the Buyer Accounts is revoked pursuant to the Account Control Agreements, shall control the movement of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables AgreementsLender deems appropriate. (b) In The Borrower will not, and will not without the event that a Bond Trustee is entitled to and directed by the applicable bondholders prior written consent of the Bonds under the applicable Indenture to exercise its right, pursuant to the related Bond Agreements, to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right Lender (which consent shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions of this Agreement and consult with the other be deemed given with respect to a particular Restructuring if the Person who would replace same is not rejected in writing by the Company in such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicable. Any successor to the Company in such capacities shall be agreed to by each Bond Trustee (in accordance with the Bond Agreements) and the Administrative Agent Lender within ten (10) Business Days of after the date of Lender receives the Borrower’s written request for consent thereto) permit the Servicer Termination Noticeto, and such successor shall be subject to satisfaction of the Rating Agency Condition Restructure (as defined belowin Section 8.05) and otherwise satisfy the provisions any of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sundaymaterial terms of, or settle or compromise any holiday for national banks material claim with respect to, any Eligible Loan or any New York banking corporation Collateral Document or any collateral described in Charlotte, North Carolina, Atlanta, Georgia any Credit Document. This paragraph is not intended to prohibit waivers or New York, New York. The Person named as replacement collection agent reasonable delays by an Underlying Obligor in accordance with this Section 4 is referred to herein as the “Replacement Collection Agent.” The parties hereto agree that any entity succeeding delivering periodic financial statements and other reports to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entityand/or Borrower.

Servicing. (a) Pursuant Notwithstanding the purchase and sale of the Purchased Mortgage Loans hereby, Seller shall continue to Section 2, service the Company, in its role as collection agent hereunder, shall allocate and remit funds received from Customers Purchased Mortgage Loans for the benefit of the each Bond Issuer, each Bond Trustee, the Buyer and the Receivables Lenders, respectively, and, until if Buyer shall exercise its rights to pledge or hypothecate the Company’s access Purchased Mortgage Loan prior to one or more the related Repurchase Date pursuant to Section 8, Buyer's assigns; provided, however, that the obligations of Seller to service the Purchased Mortgage Loans shall cease upon the payment by Seller to Buyer of the Buyer Accounts is revoked pursuant to Repurchase Price therefor. Seller shall service the Account Control Agreements, shall control the movement of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) Purchased Mortgage Loans in accordance with the terms of this Agreement. The same entity must always act as servicer in servicing standards maintained by other prudent mortgage lenders with respect to mortgage loans similar to the performance of the Allocation Services as to both the Bond Agreements and the Receivables AgreementsPurchased Mortgage Loans. (b) In Seller agrees that Buyer is the event that owner of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Mortgage Loans (the "Servicing Records"). Seller grants Buyer a Bond Trustee is entitled security interest in all servicing fees and rights relating to the Mortgage Loans and directed by all Servicing Records to secure the applicable bondholders obligation of the Bonds under Seller or its designee to service in conformity with this Section and any other obligation of Seller to Buyer. Seller covenants to, and will cause each servicer and subservicer to, segregate such Servicing Records from any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the applicable Indenture servicing of Mortgage Loans which are not Purchased Mortgage Loans and to exercise safeguard such Servicing Records and to deliver them promptly to Buyer or its rightdesignee (including the Custodian) at Buyer's request. (c) Upon the occurrence and continuance of an Event of Default, pursuant to the related Bond AgreementsBuyer may, to replace the Company as Property Servicerin its sole discretion, or in the event that the Administrative Agent is entitled to and desires to exercise (i) sell its right to replace the Company Purchased Mortgage Loans on a servicing released basis or (ii) terminate the Seller as Receivables Servicer, andservicer of the Purchased Mortgage Loans with or without cause, in either such caseeach case without payment of any termination fee. (d) Seller shall not employ sub-servicers (other than an Affiliate of Seller) to service the Purchased Mortgage Loans without the prior written approval of Buyer. (e) Seller shall cause any sub-servicer hereunder to execute a letter agreement with Buyer acknowledging Buyer's security interest and agreeing that, therefore to terminate upon notice from Buyer (or the role Custodian on its behalf) that an Event of the Company as the provider of the Allocation Services Default has occurred and in continuing hereunder, the party desiring or directed to exercise such right it shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions of this Agreement and consult with the other deposit all Income with respect to the Person who would replace Purchased Mortgage Loans in the Company account specified in such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicable. Any successor to third sentence of Section 5(a). (f) After the Company in such capacities shall be agreed to by each Bond Trustee (occurrence of an Event of Default or a Market Value Collateral Deficit or Securitization Value Collateral Deficit which is not cured in accordance with Section 4, at the Bond Agreements) request of Buyer, Seller shall enter into a master servicing agreement with Buyer and the Administrative Agent within ten (10) Business Days of the date of the Servicer Termination Noticea backup servicer reasonably acceptable to Buyer, and such successor which agreement shall be subject satisfactory in form and substance to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection AgentBuyer.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant Subject to Section 2subsection (d) below, Seller covenants to maintain or cause the Company, in its role as collection agent hereunder, shall allocate and remit funds received from Customers for the benefit servicing of the each Bond IssuerPurchased Assets to be maintained in conformity with Accepted Servicing Practices and pursuant to the related underlying Servicing Agreement, each Bond Trustee, if any. In the Buyer and event that the Receivables Lenders, respectively, and, until the Company’s access to preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) the termination thereof of Buyer Accounts is revoked pursuant to subsection (g) below, (ii) the Account Control Agreementsdate on which all the Obligations have been paid in full, shall control or (iii) the movement transfer of such funds out servicing to any entity approved by Buyer (or Agent on behalf of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”Buyer) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables Agreementsassumption thereof by such entity. (b) In During the event period Seller is servicing the Purchased Assets for Buyer, (i) Seller agrees that Buyer is the owner of all Servicing Records relating to Purchased Assets that have not been repurchased, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Loans (the “Servicing Records”), and (ii) Seller grants Buyer a Bond Trustee security interest in all servicing fees and rights relating to the Purchased Assets that have not been repurchased and all Servicing Records to secure the obligation of Seller or its designee to service in conformity with this Section 40 and any other obligation of Seller to Buyer. At all times during the term of this Agreement, Seller covenants to hold such Servicing Records in trust for Buyer and to safeguard, or cause each Subservicer to safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the related Servicing Agreement promptly to Buyer or its designee (including the Custodian) at Buyer’s (or Agent’s on US_ACTIVE\126495096\V-12 behalf of Buyer) reasonable request. It is entitled to understood and directed agreed by the applicable bondholders parties that prior to an Event of Default, Seller, as servicer shall retain the servicing fees with respect to the Purchased Assets. (c) If any Loan that is proposed to be sold on a Purchase Date is serviced by a servicer other than Seller (a “Subservicer”), or if the servicing of any Purchased Asset is to be transferred to a Subservicer, Seller shall provide a copy of the Bonds under related servicing agreement and an Instruction Letter executed by such Subservicer (collectively, the “Servicing Agreement”) to Buyer and Agent at least one (1) Business Day prior to such Purchase Date or transfer date, as applicable, which Servicing Agreement shall be in form and substance reasonably acceptable to Buyer and Agent. In addition, Seller shall have obtained the prior written consent of Buyer (or Agent on behalf of Buyer) for such Subservicer to subservice the Loans, which consent may not unreasonably be withheld or delayed. (d) After the Purchase Date, until the Repurchase Date, Seller will have no right to modify or alter the terms of the Loan or consent to the modification or alteration of the terms of any Loan, except as required by law, Agency Guidelines, FHA Regulations, requirements for VA Loans, Rural Housing Service Regulations, Accepted Servicing Practices, any Program Documents or other requirements, and Seller will have no obligation or right to repossess any Loan or substitute another Loan, except as provided in any Custodial and Disbursement Agreement or any Program Document, including, without limitation, Section 16 of this Agreement. (e) Seller shall permit Buyer and Agent to inspect upon reasonable prior written notice at a mutually convenient ▇▇▇▇ ▇▇▇▇▇▇’▇ servicing facilities, as the case may be, for the purpose of satisfying Buyer and Agent that Seller has the ability to service the Loans as provided in this Agreement. In addition, with respect to any Subservicer which is not an Affiliate of Seller, Seller shall use its best efforts to enable Buyer and Agent to inspect the servicing facilities of such Subservicer. (f) Seller retains no economic rights to the servicing of the Purchased Assets; provided that Seller shall continue to service the Purchased Assets hereunder as part of its obligations hereunder. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis. (g) Servicer shall subservice such Purchased Assets on behalf of Buyer for a term commencing as of the related Purchase Date and which shall automatically terminate without notice on the earlier of (a) thirty (30) days after the related Purchase Date, or if longer, the term of the relevant Transaction, or the Repurchase Date set forth in the applicable Indenture Confirmation with respect to exercise its righta Purchased Asset or (b) the Repurchase Date with respect to a Purchased Asset (such term, pursuant the “Servicing Term”). If the Servicing Term expires with respect to any Purchased Asset for any reason other than Seller repurchasing such Purchased Asset, then such Servicing Term shall automatically terminate if not renewed by Buyer; provided, that Buyer shall be deemed to have renewed such Servicing Term if Buyer enters into a new Transaction or extends the Transaction, in respect of such Purchased Asset. In connection with any such renewal, Servicer shall continue to interim service the Purchased Assets for a thirty (30) day extension period, an additional Servicing Term (an “Extension Period”). For the avoidance of doubt, upon expiration of the Servicing Term (including the expiration of any Extension Period) with respect to any Purchased Asset, Seller shall have no right to service the related Bond Agreements, Purchased Asset nor shall Buyer have any obligation to replace extend the Company as Property Servicer, Servicing Term (or in continue to extend the event that Servicing Term). Buyer (or Agent on behalf of Buyer) shall have the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to immediately terminate the role Servicer at any time following the occurrence of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties any event described in Section 18 hereof (a “Servicer Termination NoticeEvent”). If such Servicing Term is not extended by Buyer (or Agent on behalf of Buyer) in accordance with the notice provisions or if Buyer (or Agent on behalf of this Agreement and consult with the other Buyer) has terminated Servicer as a result of a Servicer Termination Event, Servicer shall transfer such servicing to Buyer or its designee at no cost or expense to Buyer or Agent. Servicer shall hold or cause to be held all Escrow Payments collected with respect to the Person who would replace Purchased Assets it is subservicing on behalf of Buyer in segregated accounts for the Company in sole benefit of the US_ACTIVE\126495096\V-12 Mortgagors and shall apply the same for the purposes for which such capacity and also in funds were collected. If Servicer should discover that, for any reason whatsoever, it has failed to perform fully its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicable. Any successor servicing obligations with respect to the Company in such capacities Purchased Assets it is subservicing on behalf of Buyer, Seller shall be agreed to by each Bond Trustee (in accordance with the Bond Agreements) promptly notify Buyer and the Administrative Agent within ten (10) Business Days of the date of the Servicer Termination Notice, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection Agent.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant The Borrower covenants to Section 2, maintain or cause the Company, in its role as collection agent hereunder, shall allocate and remit funds received from Customers for the benefit servicing of the each Bond Issuer, each Bond Trustee, Mortgage Loans to be maintained in conformity with Accepted Servicing Practices. In the Buyer and event that the Receivables Lenders, respectively, and, until the Company’s access to preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the Buyer Accounts is revoked pursuant date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing to any entity approved by the Account Control Agreements, shall control the movement of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables AgreementsLender. (b) In During the event period the Borrower is servicing the Mortgage Loans, (i) the Borrower agrees that Lender has a Bond Trustee first priority perfected security interest in all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Mortgage Loans (the "Servicing Records"), and (ii) the Borrower grants the Lender a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of the Borrower or its designee to service in conformity with this Section and any other obligation of Borrower to the Lender. The Borrower covenants to safeguard such Servicing Records and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender's request. It is entitled to understood and directed agreed by the applicable bondholders parties that prior to an Event of Default, the Borrower shall retain the servicing fees with respect to the Mortgage Loans. (c) If the Mortgage Loans are serviced by any other third party servicer (such third party servicer, the "Subservicer"), the Borrower shall provide a copy of the Bonds under related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Indenture Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage Loans, which shall be in the form and substance acceptable to exercise Lender (the "Servicing Agreement") and shall have obtained the written consent of the Lender for such Subservicer to subservice the Mortgage Loans. Initially, the Borrower shall not employ a Subservicer. (d) The Borrower agrees that upon the occurrence of an Event of Default, the Lender may terminate the Borrower in its right, pursuant capacity as servicer and terminate any Servicing Agreement and transfer such servicing to the related Bond AgreementsLender or its designee, at no cost or expense to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunderLender. In addition, the party desiring or directed to exercise such right Borrower shall promptly give written notice provide to the other parties (a “Servicer Termination Notice”) Lender an Instruction Letter from the Borrower to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Subservicer or Servicing Agreement and direct that collections with respect to the Mortgage Loans be remitted in accordance with the notice provisions of this Agreement and consult Lender's instructions. The Borrower agrees to cooperate with the other Lender in connection with the transfer of servicing. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, the Borrower will have no right to modify or alter the terms of the Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan, and the Borrower will have no obligation or right to repossess any Mortgage Loan or substitute another Mortgage Loan, except as provided in any Custodial Agreement. (f) The Borrower shall permit the Lender to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrower's or its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying the Lender that the Borrower or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Loan Agreement. In addition, with respect to the Person who would replace the Company in such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicable. Any successor to the Company in such capacities shall be agreed to by each Bond Trustee (in accordance with the Bond Agreements) and the Administrative Agent within ten (10) Business Days any Subservicer which is not an Affiliate of the date Borrower, the Borrower shall use its best efforts to enable the Lender to inspect the servicing facilities of the Servicer Termination Notice, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection AgentSubservicer.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant Seller and Buyer agree that Buyer is the owner of all Servicing Rights with respect to Section 2, the Company, in its role as collection agent hereunder, Purchased Assets. Servicer shall allocate and remit funds received from Customers service the Purchased Assets for the benefit of Buyer and its assigns in accordance with Accepted Servicing Practices. Buyer shall have the each Bond Issuerright to hire or otherwise engage any Person to service or sub-service all or part of the Purchased Assets. Contemporaneously with the execution of this Agreement on the Closing Date, each Bond TrusteeBuyer and Seller will enter into, and cause Servicer to enter into the Servicing Agreement pursuant to which Servicer will act as the Servicer thereunder and acknowledge Buyer’s interest in the related Purchased Assets and its rights to sell such Purchased Assets on a servicing-released basis and to terminate the term of such Servicer with respect to any Purchased Assets sold by Buyer upon the occurrence and during the continuance of an Event of Default. (b) Seller agrees that Buyer is the owner of all servicing records, including but not limited to the Servicing Agreement any and all other servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Assets (collectively, the “Servicing Records”) so long as the Purchased Assets are subject to this Agreement. Seller covenants to safeguard such Servicing Records (if any are in Seller’s possession) and to deliver them promptly to Buyer or its designee (including Custodian) at Buyer’s request. (c) Seller shall not and shall not direct Servicer to (i) make any Significant Purchased Asset Modification without the Receivables Lendersprior written consent of Buyer, respectivelywhich consent is in Buyer’s commercially reasonable discretion in the case of clause (A) of the definition of Significant Purchased Asset Modification, and in Buyer’s sole and absolute discretion in the case of clause (B) of the definition of Significant Purchased Asset Modification, or (ii) take any action which would result in a violation of the obligations of any Person under the Servicing Agreement, this Agreement or any other Transaction Document, or which would otherwise be inconsistent with the rights of Buyer under the Transaction Documents. Buyer, as owner of the Purchased Assets, shall own all related servicing and voting rights and, until as owner, shall appoint the Company’s access servicer with respect to one or more of the Purchased Assets; provided, that (x) Buyer Accounts is revoked hereby grants Seller an interim license to direct Servicer pursuant to the Account Control AgreementsServicing Agreement, so long as no Event of Default has occurred and is continuing; provided, however, that Seller shall control not give any direction or take any action or fail to take any action that could materially adversely affect the movement 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 Buyer in its sole discretion and (y) so long as no Event of Default has occurred and is continuing, Buyer shall at any time and from time to time upon written direction of Seller, terminate the Servicing Agreement, appoint a successor Servicer selected by Seller consistent with the definition of “Servicer” in accordance with the time periods and applicable provisions thereof and enter into a replacement Servicing Agreement with Seller and such successor Servicer. Such revocable option is not evidence of any ownership or other interest or right of Seller in any Purchased Asset. (d) Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) subject to Section 14 hereof sell its rights to the Purchased Assets on a servicing-released basis and/or (ii) terminate any Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee. Seller shall cause Servicer to cooperate with Buyer in effecting such termination and transferring all authority to service such Purchased Asset to the successor servicer, including requiring Servicer to (i) promptly transfer all data in its possession relating to the Purchased Assets to the successor servicer in such electronic format as the successor servicer may reasonably request, (ii) promptly transfer to the successor servicer, Buyer or Buyer’s designee, the Purchased Asset File and all other files, records, correspondence and documents in its possession relating to the Purchased Assets and (iii) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and/or Buyer to comply with any applicable so-called “goodbye” letter requirements or other applicable requirements of the Real Estate Settlement Procedures Act or other applicable legal or regulatory requirement associated with the transfer of the servicing of the applicable Purchased Assets. Seller agrees that if Seller or any Servicer fails to cooperate with Buyer or any successor servicer in effecting the termination of such funds out Servicer as servicer of any Purchased Asset or the Deposit Accounts (transfer of all authority to service such allocation, remittance and deposits hereafter called the “Allocation Services”) Purchased Asset to such successor servicer in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements hereof and the Receivables AgreementsServicing Agreement, Buyer will be irreparably harmed and entitled to injunctive relief. (be) In If Servicer is an Affiliate of Seller or Guarantor, the event that a Bond Trustee is entitled payment of servicing fees shall be subordinate to payment of amounts outstanding under any Transaction and directed this Agreement. (f) Unless otherwise consented to in writing by the applicable bondholders of the Bonds under the applicable Indenture to exercise its right, pursuant to the related Bond Agreements, to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, andBuyer, in either its sole and absolute discretion, any Servicing Agreement will provide that such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions of this Servicing Agreement and consult with the other with respect to the Person who would replace the Company in such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicable. Any successor to the Company in such capacities shall be agreed to by each Bond Trustee (in accordance with automatically terminated on the Bond Agreements) and the Administrative Agent within ten (10) Business Days of 30th day following the date of the Servicer Termination Noticesuch Servicing Agreement; provided that, and such successor shall be subject to satisfaction upon prior written notice of the Rating Agency Condition (as defined below) and otherwise satisfy Buyer, the provisions then current termination date of the Receivables such Servicing Agreement and the Receivables Agreements. “Business Day” means any may be extended for one or more additional 30 day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection Agentperiods.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant Subject to Section 2subsection (d) below, Seller covenants to maintain or cause the Company, in its role as collection agent hereunder, shall allocate and remit funds received from Customers for the benefit servicing of the each Bond IssuerPurchased Loans to be maintained in conformity with Accepted Servicing Practices and pursuant to the related underlying Servicing Agreement, each Bond Trustee, if any. In the Buyer and event that the Receivables Lenders, respectively, and, until the Company’s access to preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) the termination thereof by Buyer Accounts is revoked pursuant to subsection (d) below, (ii) thirty one (31) days after the Account Control Agreements, shall control the movement last Purchase Date of such funds out Purchased Loan, (iii) a Default or an Event of Default, (iv) the Deposit Accounts date on which all the Obligations have been paid in full, or (such allocation, remittance and deposits hereafter called v) the “Allocation Services”transfer of servicing to any entity approved by Buyer (or Agent on behalf of Buyer) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables Agreementsassumption thereof by such entity. (b) In During the event period Seller is servicing the Purchased Loans for Buyer, (i) Seller agrees that Buyer is the owner of all Servicing Records relating to Purchased Loans that have not been repurchased, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Loans (the “Servicing Records”), and (ii) Seller grants Buyer a Bond Trustee security interest in all servicing fees and rights relating to the Purchased Loans that have not been repurchased and all Servicing Records to secure the obligation of Seller or its designee to service in conformity with this Section 42 and any other obligation of Seller to Buyer. At all times during the term of this Agreement, Seller covenants to hold such Servicing Records in trust for Buyer and to safeguard, or cause each Subservicer to safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the related Servicing Agreement promptly to Buyer or its designee (including Custodian) at Buyer’s (or Agent’s on behalf of Buyer) reasonable request. It is entitled to understood and directed agreed by the applicable bondholders parties that prior to an Event of Default, Seller, as servicer shall retain the Bonds under the applicable Indenture to exercise its right, pursuant to the related Bond Agreements, to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions of this Agreement and consult with the other servicing fees with respect to the Person who would replace Purchased Loans. (c) If any Loan that is proposed to be sold on a Purchase Date is serviced by a servicer other than Seller (a “Subservicer”), or if the Company in servicing of any Purchased Loan is to be transferred to a Subservicer, Seller shall provide a copy of the related servicing agreement and an Instruction Letter executed by such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under Subservicer (collectively, the Receivables “Servicing Agreement”) to Buyer and Agent at least one (1) Business Day prior to such Purchase Date or transfer date, as applicable, which Servicing Agreement shall be in form and substance reasonably acceptable to Buyer and Agent. Any successor In addition, Seller shall have obtained the prior written consent of Buyer (or Agent on behalf of Buyer) for such Subservicer to subservice the Loans, which consent may not unreasonably be withheld or delayed. Buyer and Agent shall have the right, exercisable at any time in its sole discretion, upon written notice, to terminate Seller or any Subservicers as servicer or subservicer, respectively, and any related Servicing Agreement (to the Company extent permitted therein) with respect to Purchased Loans that have not been repurchased without payment of any penalty or termination fee. Upon any such termination, Seller shall transfer or shall cause Subservicer to transfer such servicing with respect to such Purchased Loans to Buyer or its designee, appointed by Buyer in such capacities shall be agreed its sole discretion, at no cost or expense to by each Bond Trustee (Buyer or Agent in accordance with applicable laws and applicable Agency Guidelines. Seller agrees to cooperate with Buyer and Agent in connection with the Bond Agreementstransfer of servicing. (d) and After the Administrative Agent within ten (10) Business Days Purchase Date, until the Repurchase Date, Seller will have no right to modify or alter the terms of the date Loan or consent to the modification or alteration of the Servicer Termination Noticeterms of any Loan, except as required by law, Agency Guidelines, FHA Regulations, requirements for VA Loans, Rural Housing Service Regulations, Accepted Servicing Practices, any Program Documents or other requirements, and Seller will have no obligation or right to repossess any Loan or substitute another Loan, except as provided in any Custodial Agreement or any Program Document, including, without limitation, Section 16 of this Agreement. (e) Seller shall permit Buyer and Agent to inspect upon reasonable prior written notice at a mutually convenient ▇▇▇▇ ▇▇▇▇▇▇’▇ servicing facilities, as the case may be, for the purpose of satisfying Buyer and Agent that Seller has the ability to service the Loans as provided in this Agreement. In addition, with respect to any Subservicer which is not an Affiliate of Seller, Seller shall use its best efforts to enable Buyer and Agent to inspect the servicing facilities of such successor shall be subject Subservicer. (f) Seller retains no economic rights to satisfaction the servicing of the Rating Agency Condition (Purchased Loans; provided that Seller shall continue to service the Purchased Loans hereunder as defined below) and otherwise satisfy part of its Obligations hereunder. As such, Seller expressly acknowledges that the provisions of the Receivables Servicing Agreement and the Receivables Agreements. Purchased Loans are sold to Buyer on a “Business Dayservicing released” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection Agentbasis.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant The Borrower covenants to Section 2, maintain or cause the Company, in its role as collection agent hereunder, shall allocate and remit funds received from Customers for the benefit servicing of the each Bond Issuer, each Bond Trustee, Mortgage Loans to be maintained in conformity with Accepted Servicing Practices. In the Buyer and event that the Receivables Lenders, respectively, and, until the Company’s access to preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the Buyer Accounts is revoked pursuant date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing to any entity approved by the Account Control Agreements, shall control the movement of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables AgreementsLender. (b) In During the event period the Borrower is servicing the Mortgage Loans, (i) the Borrower agrees that Lender has a Bond Trustee first priority perfected security interest in all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Mortgage Loans (the "Servicing Records"), and (ii) the Borrower grants the Lender a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of the Borrower or its designee to service in conformity with this Section and any other obligation of Borrower to the Lender. The Borrower covenants to safeguard such Servicing Records and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender's request. It is entitled to understood and directed agreed by the applicable bondholders parties that prior to an Event of Default, the Borrower shall retain the servicing fees with respect to the Mortgage Loans. (c) If the Mortgage Loans are serviced by any other third party servicer (such third party servicer, the "Subservicer") the Borrower shall provide a copy of the Bonds under related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Indenture Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage Loans, which shall be in the form and substance acceptable to exercise Lender (the "Servicing Agreement") and shall have obtained the written consent of the Lender for such Subservicer to subservice the Mortgage Loans. Initially, the Subservicer shall be GMAC Mortgage Corporation. (d) The Borrower agrees that upon the occurrence of an Event of Default, the Lender may terminate the Borrower in its right, pursuant capacity as servicer and terminate any Servicing Agreement and transfer such servicing to the related Bond AgreementsLender or its designee, at no cost or expense to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunderLender. In addition, the party desiring or directed to exercise such right Borrower shall promptly give written notice provide to the other parties (a “Servicer Termination Notice”) Lender an Instruction Letter from the Borrower to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Subervicer or Servicing Agreement and direct that collections with respect to the Mortgage Loans be remitted in accordance with the notice provisions of this Agreement and consult Lender's instructions. The Borrower agrees to cooperate with the other Lender in connection with the transfer of servicing. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, the Borrower will have no right to modify or alter the terms of the Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan, and the Borrower will have no obligation or right to repossess any Mortgage Loan or substitute another Mortgage Loan, except as provided in any Custodial Agreement. (f) The Borrower shall permit the Lender to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrower's or its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying the Lender that the Borrower or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Loan Agreement. In addition, with respect to the Person who would replace the Company in such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicable. Any successor to the Company in such capacities shall be agreed to by each Bond Trustee (in accordance with the Bond Agreements) and the Administrative Agent within ten (10) Business Days any Subservicer which is not an Affiliate of the date Borrower, the Borrower shall use its best efforts to enable the Lender to inspect the servicing facilities of the Servicer Termination Notice, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection AgentSubservicer.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant The Borrower shall, or shall cause the Servicer to, service and administer the Assets in accordance with the applicable Underwriting Guidelines and with due care and customary and prudent servicing procedures for trade receivables, equipment leases, security agreements and installment sale contracts of a similar type and, prior to Section 2, the Company, in its role as collection agent hereunderoccurrence of an Event of Default, shall allocate have full power and remit funds received from Customers authority to do any and all things not inconsistent with the provisions of this Loan Agreement which it may deem necessary or desirable in connection with such servicing and administration. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) the date on which the Agent delivers a notice to the Servicer that an Event of Default has occurred and such servicing contract shall terminate, or (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing approved by the Borrower and the Agent. (b) If the Assets are serviced by the Borrower, an Originator or an Affiliate of either thereof, all servicing records, including, but not limited to, any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Assets (the "Servicing --------- Records") shall be held for the benefit of the each Bond Issuer, each Bond Trustee, the Buyer Agent and the Receivables Lenders, respectively, and, until the Company’s access . The ------- Borrower covenants to one or more of the Buyer Accounts is revoked pursuant safeguard such Servicing Records and to deliver them promptly to the Account Control Agreements, shall control Agent or its designee at the movement Agent's request after an Event of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables AgreementsDefault. (bc) In If the event that Assets are serviced by a Bond Trustee is entitled to and directed by Servicer other than the applicable bondholders Borrower or ALS, the Borrower (i) shall provide a copy of the Bonds under related servicing agreement to the applicable Indenture Agent (the "Servicing Agreement"); and (ii) hereby irrevocably assigns to exercise its ------------------- the Agent for the benefit of the Lenders and the Agent's successors and assigns all right, pursuant to title, interest in and the related Bond Agreements, to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role benefits of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions of this Servicing Agreement and consult with the other with respect to the Person who would Assets, which assignment shall terminate when the outstanding principal amount of the Loans, together with all interest accrued thereon, and all other amounts due to the Lenders under this Loan Agreement have been paid in full and the Lenders' obligations to make Loans under this Loan Agreement has terminated. (d) The Borrower shall provide to the Agent a letter from the Servicer to the effect that upon the occurrence of an Event of Default, the Agent may replace the Company in Servicer, terminate any servicing agreement and transfer such capacity and also in servicing to its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreementdesignee, as applicable. Any successor at no cost or expense to the Company Agent or the Lenders, it being agreed that the Borrower will pay any and all fees required to be paid in such capacities shall be agreed to by each Bond Trustee (in accordance connection with the Bond Agreements) and the Administrative Agent within ten (10) Business Days of the date of the Servicer Termination Notice, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection Agentforegoing.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Seller covenants to maintain or cause the servicing of the Purchased Loans to be maintained in conformity with Accepted Servicing Practices. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) the occurrence of an Event of Termination, or (ii) an Event of Default, or (iii) the date on which all the Obligations have been paid in full, or (iv) the transfer of servicing to any entity approved by Buyer and the assumption thereof by such entity. (b) During the period Seller is servicing the Purchased Loans, (i) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Loans (the “Servicing Records”), and (ii) Seller grants Buyer a security interest in all servicing fees and rights relating to the Purchased Loans and all Servicing Records to secure the obligation of Seller or its designee to service in conformity with this Section 43 and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request. It is understood and agreed by the parties that prior to an Event of Default, Seller shall retain the servicing fees with respect to the Purchased Loans. (c) If the Loans are serviced by any other third party servicer (such third party servicer, the “Subservicer”) Seller shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to Buyer at least three (3) Business Days prior to the applicable Purchase Date or the date on which the Subservicer shall begin subservicing the Loans, which shall be in the form and substance acceptable to Buyer (the “Servicing Agreement”) and shall have obtained the written consent of Buyer for such Subservicer to subservice the Loans. Initially, there shall not be any Subservicer. (d) Seller agrees that upon the occurrence of an Event of Default, Buyer may terminate Seller in its capacity as servicer and terminate any Servicing Agreement and Seller shall transfer such servicing to Buyer or its designee, at no cost or expense to Buyer. In addition, Seller shall provide to Buyer an Instruction Letter from Seller to the effect that upon the occurrence of an Event of Default, Buyer may terminate any Subervicer or Servicing Agreement and direct that collections with respect to the Loans be remitted in accordance with Buyer’s instructions. Seller agrees to cooperate with Buyer in connection with the transfer of servicing. (e) After the Purchase Date, until the Repurchase Date, Seller will have no right to modify or alter the terms of the Loan or consent to the modification or alteration of the terms of any Loan, and Seller will have no obligation or right to repossess any Loan or substitute another Loan, except as provided in any Custodial Agreement. (f) Seller shall permit Buyer to inspect upon reasonable prior written notice at a mutually convenient time, Seller’s or its Affiliate’s servicing facilities, as the case may be, for the purpose of satisfying Buyer that Seller or its Affiliate, as the case may be, has the ability to service the Loans as provided in this Agreement. In addition, with respect to any Subservicer which is not an Affiliate of Seller, Seller shall use its best efforts to enable Buyer to inspect the servicing facilities of such Subservicer. (g) With respect to the Additional Collateral Loans that are Purchased Loans hereunder: (i) Pursuant to Section 2the related Additional Collateral Servicing Agreement, the Companyrelated Additional Collateral shall be maintained and serviced by the Additional Collateral Servicer in accordance with Accepted Servicing Practices. (ii) Pursuant to the related Additional Collateral Servicing Agreement, in the Additional Collateral Servicer, at its role as collection agent hereunderown cost and expense, shall allocate administer the Additional Collateral and remit funds received from Customers the Account Agreement for the benefit of Buyer (i) in a prudent and non-negligent manner and in accordance with the each Bond Issuer, each Bond Trustee, procedures it employs to administer Securities Accounts for its own benefit (as the Buyer and the Receivables Lenders, respectively, and, until the Company’s access same may be amended from time to one or more of the Buyer Accounts is revoked pursuant to the Account Control Agreements, shall control the movement of such funds out of the Deposit Accounts time); (such allocation, remittance and deposits hereafter called the “Allocation Services”ii) in accordance with the terms of the related Account Agreements, the applicable Loan Documents and this Agreement. The same entity must always act as servicer ; and (iii) in accordance with applicable law; (iii) Buyer will cooperate with the performance Seller to transfer to the Buyer the coverage of the Allocation Services Surety Bond in respect of the Additional Collateral Loans; (iv) Pursuant to the related Additional Collateral Servicing Agreement, the Additional Collateral Servicer shall use its best efforts to realize upon any related Additional Collateral for such of the Additional Collateral Loans as come into and continue in default and as to both which no satisfactory arrangements can be made for collection of delinquent payments; provided that the Bond Agreements Seller shall not obtain title to any such Additional Collateral as a result of or in lieu of the disposition thereof or otherwise; and provided further that (i) the Receivables AgreementsAdditional Collateral Servicer shall not proceed with respect to such Additional Collateral in any manner that would impair the ability to recover against the related Mortgaged Property, and (ii) the Seller shall proceed with any acquisition of real-estate owned property in a manner that preserves the ability to apply the proceeds of such Additional Collateral against amounts owed under the defaulted Loan. Any proceeds realized from such Additional Collateral (other than amounts to be released to the Mortgagor or the related guarantor in accordance with procedures that the Seller would follow in servicing loans held for its own account, subject to the terms and conditions of the related Mortgage and Note and to the terms and conditions of any security agreement, guarantee agreement, mortgage or other agreement governing the disposition of the proceeds of such Additional Collateral) shall be remitted to the Buyer; provided, that such proceeds shall not be so deposited if the Required Surety Payment in respect of such Additional Collateral Loan has been otherwise paid to the Buyer (except to the extent of any such proceeds taken into account in calculating the amount of the Required Surety Payment). (bv) In With respect to each Additional Collateral Loan sold to Buyer under this Agreement, the event that a Seller, as Servicer, will assign, on the related Purchase Date, to the Buyer its security interest in and to any related Additional Collateral, all of its rights in each related Account Agreement, its right to receive amounts due or to become due in respect of any related Additional Collateral and its rights as beneficiary under the related Surety Bond Trustee is entitled in respect of any Additional Collateral Loans; (vi) The Seller’s obligations to and directed by administer the applicable bondholders Securities Accounts shall terminate upon termination of the Bonds related Account Agreement. Buyer acknowledges coverage under the applicable Indenture terms and provisions of the related Surety Bond as to exercise its rightany particular Additional Collateral Loan shall terminate upon termination of the related Account Agreement; provided, however, that such termination shall not affect claims arising under this Agreement or the related Surety Bond prior to the date of termination of the related Account Agreement; and (vii) If a Required Surety Payment is payable pursuant to the related Surety Bond Agreements, to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions of this Agreement and consult with the other with respect to any Additional Collateral Loan as determined by the Person who would replace the Company in such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing AgreementSeller, as applicableservicer, the Additional Collateral Servicer shall so notify the related Surety Bond Issuer promptly. Any successor Seller shall cause the prompt completion of any necessary documentation relating to the Company in related Surety Bond and shall cause the prompt submission of such capacities shall be agreed to by each Bond Trustee (in accordance with the Bond Agreements) and the Administrative Agent within ten (10) Business Days of the date of the Servicer Termination Notice, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection Agent.” The parties hereto agree that any entity succeeding documentation to the rights of the Company related Surety Bond Issuer as Receivables Servicer or as Property Servicer a claim for a required surety. Buyer shall be the same entityexecute such documentation if requested by Seller.

Servicing. (a) Pursuant Each of NCCC and NCMC covenants to Section 2, maintain or cause the Company, servicing of the Mortgage Loans to be maintained in its role as collection agent hereunder, shall allocate conformity with accepted and remit funds received from Customers prudent servicing practices in the industry for the benefit same type of mortgage loans as the each Bond Issuer, each Bond Trustee, Mortgage Loans and in a manner at least equal in quality to the Buyer and servicing Seller provides for mortgage loans which it owns. In the Receivables Lenders, respectively, and, until event that the Company’s access to preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the Buyer Accounts is revoked pursuant to date on which this Agreement terminates or (iii) the Account Control Agreements, shall control the movement transfer of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables Agreementsservicing approved by Buyer. (b) In If the event Mortgage Loans are serviced by Seller, Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of the Mortgage Loans (the "SERVICING RECORDS"). Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Buyer's request. (c) If the Mortgage Loans are serviced by a Bond Trustee is entitled third party servicer (such third party servicer, the "SERVICER"), Seller (i) shall provide a copy of the servicing agreement to Buyer, which shall be in form and substance acceptable to Buyer (the "SERVICING AGREEMENT"); (ii) shall provide a Servicer Notice to the Servicer substantially in the form of EXHIBIT VIII hereto; and (iii) hereby irrevocably assigns to Buyer and Buyer's successors and assigns all right, title, interest of Seller in, to and directed by under, and the applicable bondholders of the Bonds under the applicable Indenture to exercise its rightbenefits of, pursuant to the related Bond Agreements, to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions of this any Servicing Agreement and consult with the other with respect to the Person who would replace the Company in such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicableMortgage Loans. Any successor to the Company in such capacities Servicer shall be agreed approved in writing by Buyer prior to by each Bond Trustee such successor's assumption of servicing obligations with respect to the Mortgage Loans. (in accordance with d) If the Bond Agreements) and the Administrative Agent within ten (10) Business Days servicer of the date Mortgage Loans is Seller or Servicer is an Affiliate of Seller, Seller shall provide to Buyer a letter from Seller or Servicer, as the Servicer Termination Noticecase may be, and such successor shall be subject to satisfaction the effect that upon the occurrence of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions an Event of the Receivables Default, Buyer may terminate any Servicing Agreement and transfer servicing to its designee, at no cost or expense to Buyer, it being agreed that Seller will pay any and all fees required to terminate the Receivables Agreements. “Business Day” means Servicing Agreement and to effectuate the transfer of servicing to the designee of Buyer. (e) After the Purchase Date, until the repurchase of any day other than a SaturdayMortgage Loan, SundaySeller will have no right to modify or alter the terms of such Mortgage Loan and Seller will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, in each case except as provided in the Custodial Agreement. (f) In the event Seller or any holiday for national banks its Affiliate is servicing the Mortgage Loans, Seller shall permit Buyer to inspect Seller's or any New York banking corporation in Charlotteits Affiliate's servicing facilities, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection Agentcase may be, for the purpose of satisfying Buyer that Seller or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Agreement.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant Borrower covenants to Section 2, maintain or cause the Company, servicing of the Mortgage Loans to be maintained in its role as collection agent hereunder, shall allocate conformity with accepted customary and remit funds received from Customers prudent servicing practices in the industry for the benefit same type of assets as the each Bond Issuer, each Bond Trustee, Mortgage Loans and in a manner at least equal in quality to the Buyer and servicing Guarantor provides for Mortgage Loans which it owns ("Accepted Servicing Practices"). In the Receivables Lenders, respectively, and, until event that the Company’s access to preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate at Lender's option immediately upon written notice to Borrower, upon the occurrence and during the continuance of an Event of Default. Lender hereby acknowledges that Borrower may engage ARES Commercial Real Estate Servicer LLC, a Delaware limited liability company to service the Buyer Accounts is revoked pursuant to the Account Control Agreements, shall control the movement of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables AgreementsMortgage Loans. (b) In If any Mortgage Loan is serviced by Borrower, (i) Borrower agrees that Lender is the event that collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage Loan (the "Servicing Records"), and (ii) Borrower grants Lender a Bond Trustee is entitled security interest in all servicing fees and rights relating to the Mortgage Loan and directed all Servicing Records to secure the obligation of Borrower or its designee to service in conformity with this Section and any other obligation of Borrower to Lender. Borrower covenants to safeguard such Servicing Records and to deliver them promptly to Lender or its designee (including Custodian) at Lender's request. (c) If any Mortgage Loan is, at any time during the term of this Loan Agreement, serviced by a third party servicer (including any Affiliate of Borrower) (such third party servicer, the applicable bondholders "Servicer"), Borrower (i) shall provide a copy of the Bonds under Servicing Agreement to Lender, which shall be in form and substance reasonably acceptable to Lender, and (ii) shall provide a Servicer Notice and Agreement to Servicer substantially in the applicable Indenture form of Exhibit L hereto (a "Servicer Notice and Agreement") and shall cause Servicer to exercise its right, pursuant acknowledge and agree to the related Bond Agreements, same. Any successor or assignee of a Servicer shall be reasonably approved in writing by Lender and shall acknowledge and agree to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled a Servicer Notice and Agreement prior to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role successor's assumption of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions of this Agreement and consult with the other servicing obligations with respect to the Person who would replace the Company in such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicableMortgage Loan. Any successor to the Company in such capacities shall be agreed to by each Bond Trustee (in accordance with the Bond Agreements) and the Administrative Agent within ten (10) Business Days Upon any transfer of servicing of the date Mortgage Loan to a Servicer that is not an Affiliate of the Servicer Termination Notice, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent Borrower in accordance with this Section 4 11.15(c), Lender hereby releases all of its right, interest, lien or claim of any kind with respect to the servicing rights so transferred (including, without limitation, the security interest created under Section 4.01(b)), such release to be effective automatically without any further action by any party; provided, however, that (i) such release does not include Lender's security interest in any payments received or to be received by Borrower in connection with such transfer or to any payments of any kind with respect to the Mortgage Loan being serviced by Servicer and (ii) such release is referred subject to herein Lender's right to terminate the Servicing Agreement with such transferee and to cause such transferee to transfer the servicing rights to Lender's designee, in each case as more particularly set forth in this Section 11.15(c). (d) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by Custodian, Borrower will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan. (e) In the event Borrower or its Affiliate is servicing the Mortgage Loan, Borrower shall permit Lender from time to time to inspect Borrower's or its Affiliate's servicing facilities, as the “Replacement Collection Agentcase may be, for the purpose of satisfying Lender that Borrower or its Affiliate, as the case may be, during normal business hours and upon reasonable prior notice, has the ability to service the Mortgage Loan as provided in this Loan Agreement.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant Notwithstanding the purchase and sale of the Purchased Mortgage Loans hereby, Seller shall continue to Section 2cause the Purchased Mortgage Loans to be serviced and special serviced by ___________ Mortgagor or another servicer reasonably acceptable to Buyer, the Companyrespectively, in its role as collection agent hereunder, shall allocate and remit funds received from Customers for the benefit of the each Bond Issuer, each Bond Trustee, the Buyer and the Receivables Lenders, respectively, and, until if Buyer shall exercise its rights to pledge or hypothecate the Company’s access Purchased Mortgage Loan prior to one or more the related Repurchase Date pursuant to Section 8, Buyer's assigns; provided, however, that the obligations of Seller to service the Purchased Mortgage Loans shall cease, at Seller's option, upon the payment by Seller to Buyer of the Buyer Accounts is revoked pursuant Repurchase Price therefor. Seller shall cause the Purchased Mortgage Loans to the Account Control Agreements, shall control the movement of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) be serviced in accordance with the terms of this Agreement. The same entity must always act as servicer in servicing standards maintained by other prudent mortgage lenders with respect to mortgage loans similar to the performance of the Allocation Services as to both the Bond Agreements and the Receivables AgreementsPurchased Mortgage Loans. (b) In Seller agrees that Buyer is the event that owner of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Mortgage Loans (the "Servicing Records"). Seller grants Buyer a Bond Trustee is entitled security interest in all servicing fees and rights relating to the Purchased Mortgage Loans and directed by all Servicing Records to secure the applicable bondholders obligation of the Bonds under Seller or its designee to service in conformity with this Section and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the applicable Indenture to exercise Custodian) at Buyer's request and upon Event of Default. (c) Upon the occurrence and continuance of an Event of Default, Buyer may, in its rightsole discretion, pursuant to the related Bond Agreements, to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise (i) sell its right to replace the Company as Receivables Servicer, andPurchased Mortgage Loans on a servicing released basis or (ii) terminate the servicers of the Purchased Mortgage Loans with or without cause, in either such caseeach case without any obligation on the part of Buyer to pay any termination fees owed by Seller. (d) Seller shall not employ any servicers or special servicer other than _____________, therefore to terminate service the role Purchased Mortgage Loans without the prior written approval of Buyer, which approval will not be unreasonably withheld. (e) Seller shall cause the Company as servicer to execute a letter agreement with Buyer acknowledging Buyer's security interest and agreeing that, upon notice from Buyer (or the provider Custodian on its behalf) that an Event of the Allocation Services Default has occurred and in continuing hereunder, the party desiring or directed to exercise such right it shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions of this Agreement and consult with the other deposit all Income with respect to the Person who would replace Purchased Mortgage Loans in the Company account specified in such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicable. Any successor to the Company in such capacities shall be agreed to by each Bond Trustee (in accordance with the Bond Agreements) and the Administrative Agent within ten (10) Business Days third sentence of the date of the Servicer Termination Notice, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection Agent5(a).” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant The Seller covenants to Section 2, maintain or cause the Company, in its role as collection agent hereunder, shall allocate and remit funds received from Customers for the benefit servicing of the each Bond Issuer, each Bond Trustee, Mortgage Loans to be maintained in conformity with Accepted Servicing Practices. In the Buyer and event that the Receivables Lenders, respectively, and, until the Company’s access to preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) thirty (30) days after the most recent Purchase Date, (iii) the date on which all the Repurchase Obligations have been paid in full or (iv) the transfer of servicing approved by the Seller. Upon any such termination, Seller shall comply with the requirements set forth in Section 7.31 as to the delivery of the Buyer Accounts is revoked pursuant to the Account Control Agreements, shall control the movement of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements Servicing Records and the Receivables Agreementsphysical servicing of each Mortgage Loan. (b) In During the event period the Seller or Servicer is servicing the Mortgage Loans, (i) the Seller agrees that the Buyer is the owner of the Servicing Rights and all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Mortgage Loans (the “Servicing Records”), and (ii) the Seller grants the Buyer a Bond Trustee security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of the Seller or its designee to service in conformity with this Section 13.22 and any other obligation of the Seller to the Buyer. At all times during the term of this Repurchase Agreement, the Seller covenants to hold such Servicing Records in trust for the Buyer and to safeguard, or cause each Servicer to safeguard, such Servicing Records and to deliver them, or cause any such Servicer to deliver them to the extent permitted under the related Servicing Agreement promptly to the Buyer or its designee (including Custodian) at the Buyer’s request or otherwise as required by operation of Section 7.31 hereof. It is entitled to understood and directed agreed by the applicable bondholders parties that prior to an Event of Default, the Seller, as servicer shall retain the servicing fees with respect to the Mortgage Loans. (c) If the Mortgage Loans are, at any time during the term of this Repurchase Agreement, serviced by PennyMac Loan Services, LLC or a third party servicer (PennyMac Loan Services, LLC or such third party servicer, the “Servicer”), such Servicer must be acceptable to Buyer, RHS, ▇▇▇▇▇▇ Mae, ▇▇▇▇▇▇▇ Mac, ▇▇▇▇▇▇ ▇▇▇, FHA or VA, as applicable, and Seller (i) shall provide a copy of the Bonds under the applicable Indenture to exercise its right, pursuant servicing agreement to the related Bond AgreementsBuyer, which shall be in form and substance acceptable to replace the Company as Property ServicerBuyer (the “Servicing Agreement”), or and (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role form of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties Exhibit G hereto (a “Servicer Termination NoticeNotice and Agreement”) and shall cause the Servicer to acknowledge and agree to the same. Any successor or assignee of a Servicer shall be approved in accordance with writing by the notice provisions Buyer and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor’s assumption of this Agreement and consult with the other servicing obligations with respect to the Person who would replace the Company in such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicableMortgage Loans. Any successor transfer of servicing of Mortgage Loans to the Company in such capacities shall be agreed to by each Bond Trustee (in accordance with the Bond Agreements) and the Administrative Agent within ten (10) Business Days of the date of the any Servicer Termination Notice, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 13.22(c), shall be subject to the Buyer’s ownership and security interest in the Servicing Rights, (including, without limitation, the security interest created under Section 4.01(b)), the Buyer’s security interest in any payments received or to be received by the Seller in connection with such transfer or to any payments of any kind with respect to the Mortgage Loans being serviced by the Servicer and such transfer shall be subject to the Buyer’s right to terminate the Servicing Agreement with such transferee and to cause such transferee to transfer the servicing rights to the Buyer’s designee, in each case as more particularly set forth in this Section 13.22(c). (d) If the Servicer of the Mortgage Loans is referred the Seller or the Servicer is an Affiliate of the Seller, the Seller shall provide to herein the Buyer a letter from the Seller or the Servicer, as the “Replacement Collection Agentcase may be, to the effect that upon the occurrence of an Event of Default, the Buyer may terminate any Servicing Agreement and in any event transfer servicing to the Buyer’s designee, at no cost or expense to the Buyer, it being agreed that the Seller will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of the Buyer.” The parties hereto agree that any entity succeeding (e) In addition to the rights provided in Section 13.22(a), the Buyer shall have the right, exercisable at any time in its sole good faith discretion, upon written notice, to terminate the Seller or any Servicers as servicer, respectively, of any Mortgage Loans and any related Servicing Agreement. Upon any such termination, the Seller shall transfer or shall cause Servicer to transfer such servicing with respect to such Mortgage Loans to the Buyer or its designee, at no cost or expense to the Buyer. The Seller agrees to cooperate with the Buyer in connection with the transfer of servicing. (f) After the Purchase Date for any Mortgage Loan, until such Mortgage Loan is repurchased by the Seller and possession thereof is relinquished by the Custodian, the Seller will have no right to modify or alter the terms of such Mortgage Loan and the Seller will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in the Custodial Agreement. (g) In the event the Seller or its Affiliate is servicing the Mortgage Loans, the Seller shall permit the Buyer from time to time to inspect the Seller’s or its Affiliate’s servicing facilities, as the case may be, for the purpose of satisfying the Buyer that the Seller or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Repurchase Agreement; provided that, prior to a Default or Event of Default, such inspection shall be subject to prior reasonable notice and shall be conducted during normal business hours. (h) The Buyer shall have the right in its sole discretion to appoint a third party to perform due diligence with respect to the Seller’s or the Servicer’s servicing facilities at any time. The Seller shall cooperate with the Buyer and/or its designees to provide access to the Seller’s or the Servicer’s servicing facilities including without limitation its books and records with respect to the Seller’s or the Servicer’s servicing portfolio and the Mortgage Loans. In addition to the foregoing, the Seller shall permit the Buyer, or cause the Servicer to permit the Buyer, to inspect upon reasonable prior written notice at a mutually convenient time, the Seller’s, the Servicer’s or their Affiliate’s servicing facilities, as the case may be, for the purpose of satisfying the Buyer that the Seller, the Servicer or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Agreement. In addition, with respect to any Servicer which is not an Affiliate of the Company as Receivables Seller, the Seller shall use its best efforts to enable the Buyer to inspect the servicing facilities of such Servicer and to cause such Servicer to cooperate with the Buyer and/or its designees in connection with any due diligence performed by the Buyer and/or such designees in accordance with this Section 13.22(h). The Seller and the Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by the Buyer in connection with any due diligence or as Property Servicer inspection performed pursuant to this Section 13.22(h) shall be paid by the same entityBuyer.

Servicing. (a) Pursuant The Seller covenants to Section 2maintain or cause the servicing of the Mortgage Loans, to be maintained in conformity with accepted and prudent servicing practices in the Company, in its role as collection agent hereunder, shall allocate and remit funds received from Customers industry for the benefit same type of mortgage loans as the each Bond Issuer, each Bond Trustee, Mortgage Loans and in a manner at least equal in quality to the Buyer and servicing the Receivables Lenders, respectively, and, until Seller provides for mortgage loans which it owns. In the Company’s access to event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the Buyer Accounts is revoked pursuant to date on which all the Account Control Agreements, shall control Repurchase Obligations have been paid in full or (iii) the movement transfer of such funds out of servicing approved by the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables AgreementsSeller. (b) All remittances from the Servicer under the Servicing Agreement, so long as the Buyer shall not have notified the Servicer and the Seller that a Default or an Event of Default has occurred and is continuing (in which event the Buyer shall be entitled to apply such amounts as the Buyer may determine in its sole discretion), shall be applied by the Buyer on each Payment Date in the following order of priority: (1) to the payment of the Servicer's servicing fee; (2) to the payment of any Repurchase Obligations then due and payable; and; (3) to the extent any amounts remain, to the Seller. (c) If the Purchased Mortgage Loans are serviced by the Seller, (i) the Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage Loans (the "Servicing Records"). The Seller covenants to safeguard such Servicing Records and to deliver them promptly to the Buyer or its designee (including the Custodian) at Buyer's request following a Default. (d) If the servicer of the Mortgage Loans is the Seller or the Servicer is an Affiliate of the Seller, the Seller shall provide to the Buyer a letter from the Seller or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, the Buyer may terminate any Servicing Agreement and transfer servicing to its designee, at no cost or expense to the Buyer, it being agreed that the Seller will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of the Buyer. (e) In the event that a Bond Trustee the Seller or its respective Affiliate is entitled servicing the Mortgage Loans, the Seller shall, upon one (1) Business Day's prior notice, permit the Buyer to and directed by inspect the applicable bondholders Seller's or its Affiliate's servicing facilities, as the case may be, during normal business hours for the purpose of satisfying the Bonds under the applicable Indenture to exercise its right, pursuant to the related Bond Agreements, to replace the Company as Property Servicer, or in the event Buyer that the Administrative Agent is entitled to and desires to exercise Seller or its right to replace the Company as Receivables ServicerAffiliate, and, in either such case, therefore to terminate the role of the Company as the provider of case may be, has the Allocation Services hereunder, ability to service the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) Mortgage Loans as provided in accordance with the notice provisions of this Agreement and consult with the other with respect to the Person who would replace the Company in such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Repurchase Agreement, as applicable. Any successor to the Company in such capacities shall be agreed to by each Bond Trustee (in accordance with the Bond Agreements) and the Administrative Agent within ten (10) Business Days of the date of the Servicer Termination Notice, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection Agent.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant Seller covenants to Section 2, maintain or cause the Company, in its role as collection agent hereunder, shall allocate and remit funds received from Customers for the benefit servicing of the each Bond IssuerPurchased Mortgage Loans to be maintained in conformity with Accepted Servicing Practices and pursuant to the related underlying Servicing Agreement. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each Bond Trusteesuch servicing contract shall terminate automatically upon the earliest of (i) the termination thereof by Buyer pursuant to subparagraph (d) below, (ii) thirty (30) days after the last Purchase Date of such Purchased Mortgage Loan, (iii) a Default or an Event of Default, (iv) the date on which all the Obligations have been paid in full, or (v) the transfer of servicing to any entity approved by Buyer and the Receivables Lendersassumption thereof by such entity. Upon any such termination, respectively, and, until Seller shall comply with the Company’s access requirements set forth in Paragraph 31(f) as to one or more the delivery of the Buyer Accounts is revoked pursuant to the Account Control Agreements, shall control the movement of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements Servicing Records and the Receivables Agreementsphysical servicing of each Purchased Mortgage Loan. (b) In During the event period Seller is servicing the Purchased Mortgage Loans, (i) Seller agrees that Buyer is the owner of the Servicing Rights and all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Mortgage Loans (the “Servicing Records”), and (ii) Seller grants Buyer a Bond Trustee security interest in all servicing fees and rights relating to the Purchased Mortgage Loans and all Servicing Records to secure the obligation of Seller or its designee to service in conformity with this Paragraph 31 and any other obligation of Seller to Buyer. At all times during the term of this Agreement, Seller covenants to hold such Servicing Records in trust for Buyer and to safeguard, or cause each Subservicer to safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the related Servicing Agreement promptly to Buyer or its designee (including Custodian) at Buyer’s request or otherwise as required by operation of Paragraph 31(f) hereof. It is entitled to understood and directed agreed by the applicable bondholders parties that prior to an Event of Default, Seller, as servicer shall retain the servicing fees with respect to the Purchased Mortgage Loans. (c) If any Mortgage Loan that is proposed to be sold on a Purchase Date is serviced by a servicer other than Seller (a “Subservicer”), or if the servicing of any Purchased Mortgage Loan is to be transferred to a Subservicer, Seller shall provide a copy of the Bonds under related servicing agreement and an Instruction Letter executed by such Subservicer (collectively, the applicable Indenture “Servicing Agreement”) to exercise Buyer at least three (3) Business Days prior to such Purchase Date or transfer date, as applicable, which Servicing Agreement shall be in form and substance acceptable to Buyer. In addition, Seller shall have obtained the prior written consent of Buyer for such Subservicer to subservice the Mortgage Loans. (d) In addition to the rights provided in Paragraph 31(a), Buyer shall have the right, exercisable at any time in its rightsole discretion, upon written notice, to terminate Seller or any Subservicers as servicer or subservicer, respectively, and any related Servicing Agreement, free and clear of any obligations (including without limitation any obligation to pay or reimburse any previous servicer for outstanding servicing advances). Upon any such termination, Seller shall transfer or shall cause Subservicer to transfer such servicing with respect to such Purchased Mortgage Loans to Buyer or its designee, at no cost or expense to Buyer. Seller agrees to cooperate with Buyer in connection with the transfer of servicing. (e) Buyer shall have the right in its sole discretion to appoint a third party to perform due diligence with respect to Seller’s servicing facilities at any time. Seller shall cooperate with Buyer and/or its designees to provide access to Seller’s servicing facilities upon reasonable prior written notice at a mutually convenient time including without limitation its books and records with respect to Seller’s servicing portfolio and the Purchased Mortgage Loans. In addition to the foregoing, Seller shall permit Buyer to inspect upon reasonable prior written notice at a mutually convenient time, Seller’s or its Affiliate’s servicing facilities, as the case may be, for the purpose of satisfying Buyer that Seller or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Agreement. In addition, with respect to any Subservicer which is not an Affiliate of Seller, Seller shall use its best efforts to enable Buyer to inspect the servicing facilities of such Subservicer and to cause such Subservicer to cooperate with Buyer and/or its designees in connection with any due diligence performed by Buyer and/or such designees in accordance with this Paragraph 31(e). Seller and Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with any due diligence or inspection performed pursuant to this Paragraph 31(e) shall be paid by Buyer. (f) With respect to the Servicing Rights appurtenant to each Purchased Mortgage Loan, Buyer shall own, and Seller shall deliver, such Servicing Rights to Buyer on the related Purchase Date. Seller shall deliver (or cause the related Subservicer to deliver) the Servicing Records and the physical and contractual servicing of each Purchased Mortgage Loan, to Buyer or its designee upon the termination of Seller or Subservicer as the servicer or subservicer, respectively, pursuant to Paragraph 25(d). In addition, with respect to the Servicing Records for each Purchased Mortgage Loan and the physical and contractual servicing of each Purchased Mortgage Loan, the related Bond AgreementsSeller shall deliver (or cause the related Subservicer to deliver) such Servicing Records and, to replace the Company extent applicable, the servicing to Buyer or its designee within thirty (30) days of the earlier of (i) the termination of Seller or Subservicer as Property Servicerthe servicer or subservicer, or respectively, of the Purchased Mortgage Loans and (ii) the related Purchase Date for each such Purchased Mortgage Loan (the “Servicing Delivery Requirement”). Notwithstanding the foregoing, such Servicing Delivery Requirement will be deemed restated for each such Purchased Mortgage Loan on each Repurchase Date on which such Purchased Mortgage Loan is repurchased by Seller and becomes subject to a new Transaction (and the immediately preceding delivery requirement will be deemed to be rescinded), and a new 30-day Servicing Delivery Requirement will be deemed to commence for such Purchased Mortgage Loans as of such Repurchase Date in the event that absence of directions to the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereundercontrary from Buyer. Further, the party desiring or directed Servicing Delivery Requirement will no longer apply to exercise such right shall promptly give written notice to any Purchased Mortgage Loan that is repurchased in full by the other parties (a “Servicer Termination Notice”) related Seller in accordance with the notice provisions of this Agreement and consult with is no longer subject to a Transaction. Seller’s transfer of the other with respect to Servicing Rights, Servicing Records and the Person who would replace the Company in such capacity physical and also in its other capacities as Property Servicer contractual servicing under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicable. Any successor to the Company in such capacities this Paragraph shall be agreed to by each Bond Trustee (in accordance with customary standards in the Bond Agreements) industry and such transfer shall include the Administrative Agent within ten (10) Business Days transfer of the date gross amount of all escrows held for the Servicer Termination Notice, and such successor shall be subject to satisfaction of the Rating Agency Condition related Mortgagors (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and the Receivables Agreements. without reduction for unreimbursed advances or “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection Agentnegative escrows”).” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant The Conforming Loans, USAA Loans, Jumbo A Credit A Loans and other Purchased Loans sold by Seller to Section 2Buyer hereunder from time to time are sold on a servicing released basis. During the related Interim Servicing Period, the Company, in its role as collection agent hereunder, Seller shall allocate and remit funds received from Customers service the Purchased Loans for the benefit of or on behalf of Buyer, provided, however, that the each Bond Issuerobligation of Seller to service any such Purchased Loan for the benefit of or on behalf of Buyer as aforesaid shall cease upon the payment to Buyer of the Repurchase Price thereof. Seller covenants to maintain or cause the servicing of the Purchased Loans to be maintained in conformity with Accepted Servicing Practices. In the event that any of the Loans included on the Loan Schedule for a particular Purchase Date are Additional Collateral Mortgage Loans, such Additional Collateral Mortgage Loans will be serviced in accordance with clause (g) of this Section 43. In the event that this Agreement is interpreted as constituting one or more servicing contracts, each Bond Trusteesuch servicing contract shall terminate automatically upon the earliest of: (i) the termination thereof by Buyer pursuant to subsection (d) below, (ii) forty-five (45) days after the last Purchase Date of such Purchased Loan, (iii) a Default or an Event of Default, (iv) the date on which all the Obligations have been paid in full, or (v) the transfer of servicing to any entity approved by Buyer and the Receivables Lendersassumption thereof by such entity. (b) During the period Seller is servicing the Purchased Loans, respectively(i) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Loans (the “Servicing Records”), and (ii) Seller hereby grants Buyer a security interest in all Servicing Rights relating to the Purchased Loans, including the Additional Collateral Mortgage Loans, and all Servicing Records and any and all proceeds of any or all of the foregoing (collectively, the “Servicing Collateral”), in each case whether now owned or existing or hereafter acquired or arising and wherever located, to secure the obligations of Seller or its designee in conformity with this Section 43 and any other obligation of Seller to Buyer. At all times during the term of this Agreement, Seller covenants to hold such Servicing Records in trust for Buyer and safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request or as otherwise required by this Agreement. It is understood and agreed by the parties that prior to an Event of Default, Seller shall retain the servicing fees with respect to the Purchased Loans. With respect to the Servicing Rights for each Purchased Loan, Seller shall deliver such Servicing Rights to Buyer or such other successor servicer as may be designated by Buyer on the Servicing Transfer Date. With respect to the Servicing Records and the physical and contractual servicing of the Purchased Loans relating to any Transaction, Seller shall deliver or cause the related Servicer or Subservicer to deliver, such Servicing Records and, to the extent applicable, physical servicing to the designee of Buyer, on the Servicing Transfer Date (the “Servicing Delivery Requirement”), unless otherwise stated in writing by Buyer. Notwithstanding the foregoing, the Interim Servicing Period will be deemed automatically reinstated on each Purchase Date for such Purchased Loan that is subject to a new Transaction (and such Servicing Delivery Requirement shall be deemed restated) and a new 45-day Interim Servicing Period will be deemed to commence for such Purchased Loan as of such Purchase Date in the absence of directions to the contrary from the Buyer. Further, the Servicing Delivery Requirement will no longer apply to any Purchased Loan that is repurchased in full by the Seller in accordance with the provisions of this Agreement and is no longer subject to a Transaction. If the Interim Servicing Period is not renewed by Buyer, Seller shall be terminated in its servicing capacity and Seller shall transfer such servicing in accordance with Section 43(d) below. Seller’s transfer of the Servicing Rights, the Servicing Records and the physical and contractual servicing under this Section shall be in accordance with customary standards in the industry and such transfer shall include the transfer of the gross amount of escrows held for the related mortgagors (without reduction for unreimbursed advances or “negative escrows”). (c) If the Loans are serviced by any other third party servicer (such third party servicer, the “Subservicer”) Seller shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to Buyer at least three (3) Business Days prior to the applicable Purchase Date or the date on which the Subservicer shall begin subservicing the Loans which shall be in the form and substance acceptable to Buyer (the “Servicing Agreement”) and shall have obtained the written consent of Buyer for such Subservicer to subservice the Loans. (d) Buyer may, in its sole discretion if a Default or an Event of Default shall have occurred and be continuing, (i) sell the Purchased Loans without payment of any termination fee or any other amount to Seller and (ii) sell on a servicing released basis any Purchased Loans being serviced by a Subservicer (approved pursuant to Section 43(c)) without payment of any termination fee or any other amount to Seller but subject to the rights of such Subservicer. Buyer agrees not to direct or otherwise contact any such Subservicer absent a determination in good faith by Buyer that a Default or an Event of Default has occurred and is continuing. Unless a Default or an Event of Default shall have occurred and be continuing Buyer shall not exercise or attempt to exercise any such servicing rights, including contacting Mortgagors or Subservicers or taking possession of the related Servicing Records, or exercise Sellers’ rights with respect to the Purchased Loans under the related servicing agreement. Upon the termination of Seller as Servicer of the Purchased Loans pursuant to Sections 43(b), this Section 43(d) or as otherwise provided hereunder, Seller shall transfer such servicing with respect to such Purchased Loans to Buyer or any successor Servicer designated by Buyer, at no cost or expense to Buyer. In addition, Seller shall provide to Buyer an Instruction Letter from Seller to the effect that upon the occurrence of an Event of Default, Buyer may terminate any Subservicer or Servicing Agreement and direct that collections with respect to the Loans be remitted in accordance with Buyer’s instructions. Seller agrees to cooperate with Buyer in connection with the transfer of servicing. (e) After the Purchase Date, until the Company’s access Repurchase Date, Seller will have no right to one modify or more alter the terms of the Loan or consent to the modification or alteration of the terms of any Loan, and Seller will have no obligation or right to repossess any Loan or substitute another Loan, except as provided in any Custodial Agreement. (f) Seller shall permit Buyer Accounts to inspect upon reasonable prior written notice at a mutually convenient time, Seller’s or its Affiliate’s servicing facilities, as the case may be, for the purpose of satisfying Buyer that Seller or its Affiliate, as the case may be, has the ability to service the Loans as provided in this Agreement. In addition, with respect to any Subservicer which is revoked not an Affiliate of Seller, Seller shall use its best efforts to enable Buyer to inspect the servicing facilities of such Subservicer. (1) The parties acknowledge that pursuant to each Additional Collateral Servicing Agreement between Seller and the Account Control Agreementsrelated Additional Collateral Servicer, the Securities Accounts and other Additional Collateral in which Buyer shall control the movement of such funds out of the Deposit Accounts have a security interest (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with pursuant to the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as ), shall continue to both the Bond Agreements be maintained and the Receivables Agreements. (b) In the event that a Bond Trustee is entitled to and directed serviced by the applicable bondholders of the Bonds under the applicable Indenture to exercise its right, pursuant to the related Bond Agreements, to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions of this Agreement and consult with the other with respect to the Person who would replace the Company in such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicable. Any successor to the Company in such capacities shall be agreed to by each Bond Trustee (in accordance with the Bond Agreements) and the Administrative Agent within ten (10) Business Days of the date of the Servicer Termination Notice, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection Agent.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.such

Servicing. (a) Pursuant Each Seller covenants to Section 2, maintain or cause to be maintained the Company, in its role as collection agent hereunder, shall allocate and remit funds received from Customers for the benefit servicing of the each Bond Issuer, each Bond Trustee, Purchased Loans in conformity with Accepted Servicing Practices and in a manner at least equal in quality to the Buyer and servicing such Servicer provides for mortgage loans which it owns. In the Receivables Lenders, respectively, and, until event that the Company’s access to preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the Buyer Accounts is revoked pursuant to date on which all the Account Control Agreements, shall control the movement Repurchase Obligations have been paid in full or (iii) any transfer of such funds out of servicing by the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables AgreementsSeller. (b) Each Seller hereby (i) acknowledges and agrees that the Purchased Loans are being sold to the Buyer hereunder on a servicing released basis, (ii) acknowledges and agrees that the Buyer is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer files, copies of computer files, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Loans (the “Servicing Records”) and (iii) grants the Buyer, to secure the obligation of each Seller or its designee to service in conformity with this Section and any other obligation of the Sellers to the Buyer, a security interest in all Servicing Records and all servicing fees and rights relating to the Purchased Loans. The Sellers covenant to safeguard all Servicing Records and to deliver them or arrange for the relevant Servicer to deliver them promptly to the Buyer or its designee (including the Custodian) at the Buyer’s request. (c) The Sellers shall provide the Buyer with a copy of all servicing agreements, if any, applicable to the Purchased Loans (each, a “Servicing Agreement”), which Servicing Agreements shall be in form and substance acceptable to the Buyer, and with respect to each Servicing Agreement, the Sellers shall provide the Buyer with a properly completed and fully executed Servicer Notice and Agreement substantially in the form of Exhibit G hereto (a “Servicer Notice”). Each Seller hereby irrevocably assigns to the Buyer, and the Buyer’s successors and assigns, all right, title and interest, if any, of such Seller in, to and under, and the benefits of, each Servicing Agreement. Any successor or assignee of a Servicer shall be approved in writing by the Buyer and shall acknowledge and agree to a Servicer Notice prior to such successor’s assumption of servicing obligations with respect to the Purchased Loans. (d) After the Purchase Date for any Purchased Loan, until such Purchased Loan is repurchased by the applicable Seller and possession thereof is relinquished by the Custodian, no Seller or Servicer will have any right to modify or alter the terms of such Purchased Loan without notice to the Buyer and no Seller will have any obligation or right to repossess such Purchased Loan or substitute another Purchased Loan, except as provided in the Custodial Agreement. Each Seller acknowledges that after the terms of a Purchased Loan are modified or altered, the Buyer may reduce the Recognized Value of such Purchased Loan as a result of such modification. (e) In the event that a Bond Trustee Seller or an Affiliate of a Seller is entitled servicing any Purchased Loans, the Buyer shall be permitted from time to time to inspect the servicing facilities of such Seller or its Affiliate, as applicable, for the purpose of satisfying the Buyer that such Seller or its Affiliate, as the case may be, has the ability to service the Purchased Loans as required under this Repurchase Agreement. (f) Upon the occurrence of any Event of Default, the Buyer may terminate any Servicing Agreement and directed by the applicable bondholders of the Bonds under the applicable Indenture to exercise its right, pursuant in any event transfer servicing to the related Bond AgreementsBuyer’s designee, at no cost or expense to replace the Company as Property ServicerBuyer, or in the event it being agreed that the Administrative Agent is entitled to Sellers will pay any and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore all fees required to terminate the role of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions of this Agreement and consult with the other with respect to the Person who would replace the Company in such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicable. Any successor to the Company in such capacities shall be agreed to by each Bond Trustee (in accordance with the Bond Agreements) and the Administrative Agent within ten (10) Business Days of the date of the Servicer Termination Notice, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and to effectuate the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection Agent.” The parties hereto agree that any entity succeeding transfer of servicing to the rights designee of the Company as Receivables Servicer or as Property Servicer shall be the same entityBuyer.

Servicing. (a) Pursuant The Borrower covenants to Section 2, maintain or cause the Company, in its role as collection agent hereunder, shall allocate and remit funds received from Customers for the benefit of the each Bond Issuer, each Bond Trustee, the Buyer and the Receivables Lenders, respectively, and, until the Company’s access Mortgage Loans to one or more of the Buyer Accounts is revoked be serviced pursuant to the Account Control Agreements, shall control the movement of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Servicing Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables Agreements. (b) In During the event period the Servicer is servicing the Mortgage Loans, (i) the Borrower agrees that Lender has a Bond Trustee is entitled first priority perfected security interest in all servicing records, including but not limited to any and directed all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Mortgage Loans (the "Servicing Records"), and (ii) the Borrower grants the Lender a security interest in all servicing fees, the Borrower's rights relating to the Mortgage Loans and all Servicing Records, to secure the obligation of such Approved Mortgage Originator or its designee to service in conformity with this Section and the Servicing Agreement and any other obligations of the Borrower to the Lender. The Borrower covenants to safeguard, such Servicing Records and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender's request. (c) If the Mortgage Loans are serviced by a Subservicer, the Borrower shall provide a copy of the related servicing agreement to the Lender at least three (3) Business Days prior to the applicable bondholders Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage Loans, which shall be in the form and substance acceptable to Lender (the "Servicing Agreement") and shall have obtained the written consent of the Bonds under Lender for such Subservicer to subservice the applicable Indenture to exercise Mortgage Loans. (d) The Borrower agrees that upon the occurrence of an Event of Default, the Lender may terminate ABC in its rightcapacity as servicer and terminate any Servicing Agreement. In addition, pursuant the Borrower shall provide to the related Bond Agreements, Lender a letter from the Borrower to replace the Company as Property Servicer, or in effect that upon the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role occurrence of the Company as the provider an Event of the Allocation Services hereunderDefault, the party desiring or directed to exercise such right shall promptly give written notice Lender may terminate any Servicing Agreement and direct that collections with respect to the other parties (a “Servicer Termination Notice”) Mortgage Loans be remitted in accordance with the notice provisions of this Agreement and consult Lender's instructions. The Borrower agrees to cooperate with the other Lender in connection with the transfer of servicing. (e) After the Closing Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, the Borrower will have no right to modify or alter the terms of the Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan, and the Borrower will have no obligation or right to repossess any Mortgage Loan or substitute another Mortgage Loan, except as provided in any Custodial Agreement. (f) The Borrower shall permit the Lender to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days' prior notice) at a mutually convenient time, the Borrower's or any Related Party's servicing facilities, as the case may be, for the purpose of satisfying the Lender that the Borrower or such Related Party, as the case may be, has the ability to service the Mortgage Loans as provided in this Loan Agreement. In addition, with respect to any Subservicer which is not a Related Party, the Person who would replace Borrower shall use its best efforts to enable the Company in Lender to inspect the servicing facilities of such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under Subservicer. (g) To the Receivables Servicing Agreement, as applicable. Any successor to the Company in such capacities extent that any provision of this Section 11.15 shall be agreed to by each Bond Trustee (in accordance conflict with the Bond Agreements) and the Administrative Agent within ten (10) Business Days of the date of the Servicer Termination Notice, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement, the provisions of the Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection Agentshall control.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant Borrowers covenant to Section 2, maintain or cause the Company, in its role as collection agent hereunder, shall allocate and remit funds received from Customers for the benefit servicing of the Collateral to be maintained with respect to each Bond Issuer, each Bond Trustee, type of Collateral pledged to Lender hereunder in conformity with accepted and prudent servicing practices in the Buyer industry for such same type of Collateral and in a manner at least equal in quality to the Receivables Lenders, respectively, and, until servicing Borrowers provide for assets similar to such Collateral which it owns. In the Company’s access to event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the Buyer Accounts is revoked pursuant date on which all the Secured Obligations have been paid in full or (iii) the transfer of servicing approved by Borrowers and Lender, Lender's consent to which shall not be unreasonably withheld. Midland Loan Services, Inc. ("Midland")shall be the Account Control Agreements, shall control the movement of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables Agreementsinitial servicer. (b) In If the event Collateral, or any portion thereof, is serviced by either Borrower, (i) Borrowers agree that Lender is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Collateral (the "Servicing Records"), and (ii) Borrowers grant Lender a Bond Trustee security interest in all servicing fees and rights relating to such Collateral and all Servicing Records to secure the obligation of either Borrower or its designee to service in conformity with this Section and any other obligation of Borrowers to Lender. Borrowers covenant to safeguard such Servicing Records and to deliver them promptly to Lender or its designee (including Custodian) at Lender's request. (c) If the Collateral, or any portion thereof, is entitled serviced by a third party servicer (such third party servicer, the "Servicer"), Borrowers (i) shall provide a copy of the servicing agreement to Lender, which shall be in form and substance acceptable to Lender (the "Servicing Agreement"); and (ii) hereby irrevocably assign to Lender and Lender's successors and assigns all right, title, interest of Borrowers in, to and directed by under, and the applicable bondholders of the Bonds under the applicable Indenture to exercise its rightbenefits of, pursuant to the related Bond Agreements, to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions of this any Servicing Agreement and consult with the other with respect to the Person who would replace the Company in such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicableCollateral. Any successor to the Company in such capacities Servicer shall be agreed approved in writing by Lender prior to by each Bond Trustee such successor's assumption of servicing obligations with respect to such Collateral. (in accordance with d) Each Borrower shall provide to Lender a letter from the Bond Agreementsapplicable Borrower (if such Borrower is the Servicer) and or the Administrative Agent within ten (10) Business Days Servicer, as the case may be, to the effect that upon the occurrence of the date an Event of the Servicer Termination NoticeDefault, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Lender may terminate any Servicing Agreement and transfer servicing to its designee, at no cost or expense to Lender, it being agreed that Borrowers will pay any and all fees required to terminate the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred Servicing Agreement and to herein as effectuate the “Replacement Collection Agent.” The parties hereto agree that any entity succeeding transfer of servicing to the rights designee of the Company as Receivables Servicer or as Property Servicer shall be the same entityLender.

Servicing. (a) Pursuant a. Seller covenants to Section 2maintain or cause the servicing of the Purchased Assets to be maintained in conformity with Accepted Servicing Practices; provided, the Companythat if any Purchased Asset becomes a Specially Serviced Purchased Asset, Seller acknowledges and agrees that Buyer, in its role sole discretion and without any consent or consultation from Seller, has the right to consent to the appointment of any Special Servicer that is not (i) a special servicer set forth on Schedule 6 hereto and (ii) on S&P’s Select Servicer List as collection agent hereundera U.S. Commercial Mortgage Special Servicer. b. If the Purchased Assets are serviced by Seller, shall allocate Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and remit funds received from Customers for all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the benefit servicing of the each Bond Issuer, each Bond Trustee, the Buyer and the Receivables Lenders, respectively, and, until the Company’s access to one or more of the Buyer Accounts is revoked pursuant to the Account Control Agreements, shall control the movement of such funds out of the Deposit Accounts Purchased Assets (such allocation, remittance and deposits hereafter called the “Allocation ServicesServicing Records”). Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Buyer’s request. c. If the Purchased Assets are serviced by a Third Party Servicer, Seller (i) shall, in accordance with Section (3)(b)(7), provide a copy of the terms of this servicing agreement to Buyer, which shall be in form and substance reasonably acceptable to Buyer (the “Servicing Agreement. The same entity must always act as servicer ”), and shall provide a Servicer Notice to Buyer substantially in the performance form of the Allocation Services as to both the Bond Agreements Exhibit F hereto, fully executed by Seller and the Receivables Agreements. applicable Servicer; and (bii) In the event that a Bond Trustee is entitled hereby irrevocably assigns to Buyer and Buyer’s successors and assigns all right, title and interest of Seller in, to and directed by under, and the applicable bondholders of the Bonds under the applicable Indenture to exercise its rightbenefits of, pursuant to the related Bond Agreements, to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions of this any Servicing Agreement and consult with the other with respect to the Purchased Assets. Seller agrees that no Person who would replace shall assume the Company in such capacity and also in its other capacities servicing obligations with respect to the Purchased Assets as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicable. Any successor to the Company applicable Servicer unless such successor is approved in writing by Buyer prior to such capacities assumption of servicing obligations. Each such servicing contract shall be terminate automatically upon the earliest of (i) the date on which this Agreement terminates or (ii) the transfer of servicing approved by Buyer. d. If the servicer of the Purchased Assets is Seller, upon the occurrence of an Event of Default, Buyer shall have the right to terminate Seller as servicer of the Purchased Assets and transfer servicing to Buyer’s designated Servicer, at no cost or expense to Buyer, at any time thereafter. If a Servicer of the Purchased Assets is not Seller, Buyer shall have the right, as contemplated in the applicable Servicer Notice, upon the occurrence of an Event of Default, to terminate any applicable Servicing Agreement and transfer servicing to Buyer’s designated Servicer, at no cost or expense to Buyer, it being agreed that Seller will pay any and all fees required to by each Bond Trustee (terminate such Servicing Agreement and to effectuate the transfer of servicing to Buyer’s designated Servicer, as well as any servicing fees and expenses payable to such Servicer. e. After the Purchase Date, until the repurchase of any Purchased Asset, Seller shall have the right to modify or alter the terms of such Purchased Asset in accordance with Accepted Servicing Practices. f. In the Bond Agreements) and event Seller or its Affiliate is servicing the Administrative Agent within ten Purchased Assets, Seller shall permit Buyer, upon two (102) Business Days of the date of the Servicer Termination NoticeDay’s notice, and such successor shall be subject during normal business hours, to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturdayinspect Seller’s or its Affiliate’s servicing facilities, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection Agentcase may be, for the purpose of satisfying Buyer that Seller or its Affiliate, as the case may be, has the ability to service the Purchased Assets as provided in this Agreement.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. With respect to Eligible Assets which are Mortgage Loans: (a) Pursuant Each Borrower covenants to Section 2, maintain or cause the Company, servicing of the Mortgage Loans to be maintained in its role as collection agent hereunder, shall allocate conformity with accepted customary and remit funds received from Customers prudent servicing practices in the industry for the benefit same type of mortgage loans as the each Bond Issuer, each Bond Trustee, Mortgage Loans and in a manner at least equal in quality to the Buyer and servicing the Receivables Lenders, respectively, and, until Borrowers or the Company’s access to Borrowers' designee provides for Mortgage Loans which they own ("Accepted Servicing Practices"). In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earlier of (i) an Event of Default, or (ii) the Buyer Accounts is revoked pursuant to the Account Control Agreements, shall control the movement of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables AgreementsTermination Date. (b) In If the event Mortgage Loans are serviced by either Borrower, such Borrower agrees that the Lender is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage Loans (the "Servicing Records"), and (ii) such Borrower grants the Lender a Bond Trustee is entitled security interest in all of such Borrower's rights relating to the Mortgage Loans and directed all Servicing Records to secure the obligation of such Borrower or its designee to service in conformity with this Section and any other obligation of such Borrower to the Lender. The Borrowers covenant to safeguard such Servicing Records and to deliver them promptly to the Lender or its designee (including the Mortgage Custodian) at the Lender's request. (c) If the Mortgage Loans or Underlying Mortgage Loans are serviced by a third party servicer, (such third party servicer, the "Subservicer"), the Borrowers shall provide a copy of the servicing agreement to the Lender at least three (3) Business Days prior to the applicable bondholders Funding Date, which shall be in form and substance acceptable to the Lender (the "Servicing Agreement"). (d) Each Borrower shall provide to the Lender a letter from such Borrower or any Subservicer which is an Affiliate of such Borrower (which may be part of the Bonds under Instruction Letter), as the applicable Indenture to exercise its rightcase may be, pursuant to the related Bond Agreementseffect that upon the occurrence of an Event of Default, the Lender may terminate any Servicing Agreement and transfer servicing to replace its designee, at no cost or expense to the Company as Property ServicerLender, or in the event it being agreed that the Administrative Agent is entitled to Borrowers will pay any and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore all fees required to terminate the role of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions of this Agreement and consult with the other with respect to the Person who would replace the Company in such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicable. Any successor to the Company in such capacities shall be agreed to by each Bond Trustee (in accordance with the Bond Agreements) and the Administrative Agent within ten (10) Business Days of the date of the Servicer Termination Notice, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and to effectuate the Receivables Agreements. “Business Day” means transfer of servicing to the designee of the Lender. (e) After the Funding Date, until the pledge of any day other than a SaturdayMortgage Loan is relinquished by the Mortgage Custodian, Sundaythe Borrowers will have no right to modify or alter the terms of such Mortgage Loan except with the prior written consent of the Lender, and the Borrowers will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in the Mortgage Custodial Agreement; provided, that the Borrowers may enter into forbearance agreements or plans with Mortgagors consistent with its collection activities as servicer of the Mortgage Loans and in conformity with Accepted Servicing Practices. (f) The Borrowers shall permit the Lender to inspect the servicing facilities of the Borrowers, their Affiliates, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 Subservicer which is referred to herein its Affiliate of a Borrower as the “Replacement Collection Agentcase may -66- 72 be, for the purpose of satisfying the Lender that the Borrowers, an Affiliate, or such Subservicer, as the case may be, has the ability to service the Mortgage Loans as provided in this Loan Agreement. With respect to any Subservicer which is not an Affiliate, the Borrowers shall use their best efforts to enable the Lender to inspect the servicing facilities of such Subservicer.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant Borrower covenants to Section 2, maintain or cause the Company, in its role as collection agent hereunder, shall allocate and remit funds received from Customers for the benefit servicing of the each Bond IssuerUnderlying Loans to be maintained in conformity with (i) applicable law, each Bond Trustee, the Buyer and the Receivables Lenders, respectively, and, until the Company’s access to one or more of the Buyer Accounts is revoked pursuant to the Account Control Agreements, shall control the movement of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”ii) in accordance with the terms of this Loan Agreement. The same entity must always act as servicer in , (iii) the performance terms of the Allocation Services as to both the Bond Agreements and the Receivables Agreements. (b) In the event that a Bond Trustee is entitled to and directed by the applicable bondholders of the Bonds under the applicable Indenture to exercise its right, pursuant to the related Bond Agreements, to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions of this Agreement and consult with the other with respect to the Person who would replace the Company in such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicable. Any successor (iv) the terms of the respective Underlying Loans and any related intercreditor agreement, co‑lender and/or similar agreement(s) and (v) to the Company in such capacities shall be agreed to by each Bond Trustee (in accordance extent consistent with the Bond Agreements) and foregoing, the Administrative Agent within Servicing Standard. Borrower shall obtain the written consent of Lender prior to appointing any servicer for the Underlying Loans, which consent shall not be unreasonably withheld, conditioned or delayed. Borrower shall provide Lender with written notice at least ten (10) Business Days prior to terminating any servicer, terminating any servicing agreement (including the Servicing Agreement) or removing any Underlying Loan from the serviced loans subject to a servicing agreement. In connection with any such termination or removal, Borrower shall, at least five (5) Business Days prior to such termination or removal, cause a new Servicing Instruction Letter to be delivered which shall instruct any servicer, obligor, lock-box bank, cash management bank, manager or other party responsible for remitting amounts to Borrower under the Underlying Loans to pay all amounts payable to Borrower under the Underlying Loans to the Collection Account. (b) Borrower agrees that Lender is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, management agreements, rent rolls, leases, environmental and engineering reports, third-party underlying reports, files, documents, records, legal opinions, estoppels, financial statements, operating statements, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of the date of the Servicer Termination NoticeUnderlying Loans (but excluding any draft documents, attorney/client communications which are privileged or constitute legal or other due diligence analyses, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, documents prepared by Borrower or any holiday of its Affiliates solely for national banks internal communication, credit underwriting or any New York banking corporation due diligence) (the “Servicing Records”), and Borrower grants Lender a security interest in Charlotte, North Carolina, Atlanta, Georgia all of Borrower’s rights relating to the Underlying Loans and all Servicing Records to secure the obligation of Borrower or New York, New York. The Person named as replacement collection agent its designee to service in accordance conformity with this Section 4 is referred and any other obligation of Borrower to herein as Lender. Borrower covenants to safeguard such Servicing Records and, during the “Replacement Collection Agentexistence of an Event of Default, to deliver them promptly to Lender or its designee (including Custodian) at Lender’s request.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant Subject to Section 2subsection (d) below, the Company, in its role as collection agent hereunder, shall allocate and remit funds received from Customers for Seller covenants to maintain or cause the benefit servicing of the each Bond IssuerPurchased Assets to be maintained in conformity with Accepted Servicing Practices and pursuant to the related underlying Servicing Agreement, if any. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each Bond Trusteesuch servicing contract shall terminate automatically upon the earliest of (i) the termination thereof by Buyer pursuant to subsection (g) below, (ii) the date on which all the Obligations have been paid in full, or (iii) the transfer of servicing to any entity approved by Buyer and the Receivables Lenders, respectively, and, until the Company’s access to one or more of the Buyer Accounts is revoked pursuant to the Account Control Agreements, shall control the movement of assumption thereof by such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables Agreementsentity. (b) In During the event period the Seller is servicing the Purchased Assets for Buyer, (i) the Seller agrees that Buyer is the owner of all Servicing Records relating to Purchased Assets that have not been repurchased, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Loans (the “Servicing Records”), and (ii) the Seller grants Buyer a Bond Trustee security interest in all servicing fees and rights relating to the Purchased Assets that have not been repurchased and all Servicing Records to secure the obligation of the Seller or its designee to service in conformity with this Section 42 and any other obligation of the Seller to Buyer. At all times during the term of this Agreement, the Seller covenants to hold such Servicing Records in trust for Buyer and to safeguard, or cause each Subservicer to safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the related Servicing Agreement promptly to Buyer or its designee (including the Custodian) at Buyer’s reasonable request. It is entitled to understood and directed agreed by the applicable bondholders parties that prior to an Event of Default, Seller, as servicer shall retain the servicing fees with respect to the Purchased Assets. (c) If any Loan that is proposed to be sold on a Purchase Date is serviced by a servicer other than the Seller (a “Subservicer”), or if the servicing of any Purchased Asset is to be transferred to a Subservicer, the Seller shall provide a copy of the Bonds under related servicing agreement and an Instruction Letter executed by such Subservicer (collectively, the “Servicing Agreement”) to Buyer at least one (1) Business Day prior to such Purchase Date or transfer date, as applicable, which Servicing Agreement shall be in form and substance reasonably acceptable to Buyer. In addition, the Seller shall have obtained the prior written consent of Buyer for such Subservicer to subservice the Loans, which consent may not unreasonably be withheld or delayed. (d) After the Purchase Date, until the Repurchase Date, the Seller will have no right to modify or alter the terms of the Loan or consent to the modification or alteration of the terms of any Loan, except as required by law, Agency Guidelines, FHA Regulations, requirements for VA Loans, Rural Housing Service Regulations, Accepted Servicing Practices, any Program Documents or other requirements, and the Seller will have no obligation or right to repossess any Loan or substitute another Loan, except as provided in any Custodial and Disbursement Agreement or any Program Document, including, without limitation, Section 16 of this Agreement. (e) The Seller shall permit Buyer to inspect upon reasonable prior written notice at a mutually convenient time the Seller’s servicing facilities, as the case may be, for the purpose of satisfying Buyer that the Seller has the ability to service the Loans as provided in this Agreement. In addition, with respect to any Subservicer which is not an Affiliate of the Seller, the Seller shall use its best efforts to enable Buyer to inspect the servicing facilities of such Subservicer. (f) Seller retains no economic rights to the servicing of the Purchased Assets; provided that Seller shall continue to service the Purchased Assets hereunder as part of its Obligations hereunder. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis. (g) Servicer shall subservice such Purchased Assets on behalf of Buyer for a term commencing as of the related Purchase Date and which shall automatically terminate without notice on the earlier of (a) thirty (30) days after the related Purchase Date, or if longer, the term of the relevant Transaction, or the Repurchase Date set forth in the applicable Indenture Confirmation with respect to exercise its righta Purchased Asset or (b) the Repurchase Date with respect to a Purchased Asset (such term, pursuant the “Servicing Term”). If the Servicing Term expires with respect to any Purchased Asset for any reason other than Seller repurchasing such Purchased Asset, then such Servicing Term shall automatically terminate if not renewed by Buyer; provided, that Buyer shall be deemed to have renewed such Servicing Term if Buyer enters into a new Transaction or extends the Transaction, in respect of such Purchased Asset. In connection with any such renewal, Servicer shall continue to interim service the Purchased Assets for a thirty (30) day extension period, an additional Servicing Term, (an “Extension Period”). For the avoidance of doubt, upon expiration of the Servicing Term (including the expiration of any Extension Period) with respect to any Purchased Asset, Seller shall have no right to service the related Bond Agreements, Purchased Asset nor shall Buyer have any obligation to replace extend the Company as Property Servicer, Servicing Term (or in continue to extend the event that Servicing Term). Buyer shall have the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to immediately terminate the role Servicer at any time following the occurrence of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties any event described in Section 18 hereof (a “Servicer Termination NoticeEvent”) in accordance with the notice provisions ). If such Servicing Term is not extended by Buyer or if Buyer has terminated Servicer as a result of this Agreement and consult with the other a Servicer Termination Event, Servicer shall transfer such servicing to Buyer or its designee at no cost or expense to Buyer. Servicer shall hold or cause to be held all Escrow Payments collected with respect to the Person who would replace Purchased Assets it is subservicing on behalf of Buyer in segregated accounts for the Company in sole benefit of the Mortgagors and shall apply the same for the purposes for which such capacity and also in funds were collected. If Servicer should discover that, for any reason whatsoever, it has failed to perform fully its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicable. Any successor servicing obligations with respect to the Company in such capacities Purchased Assets it is subservicing on behalf of Buyer, Seller shall be agreed to by each Bond Trustee (in accordance with the Bond Agreements) and the Administrative Agent within ten (10) Business Days of the date of the Servicer Termination Notice, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection Agentpromptly notify Buyer.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant Each of NCCC, NCRC and NCMC covenants to Section 2, maintain or cause the Company, servicing of the Mortgage Loans to be maintained in its role as collection agent hereunder, shall allocate conformity with accepted and remit funds received from Customers prudent servicing practices in the industry for the benefit same type of mortgage loans as the each Bond Issuer, each Bond Trustee, Mortgage Loans and in a manner at least equal in quality to the Buyer and servicing Seller provides for mortgage loans which it owns. In the Receivables Lenders, respectively, and, until event that the Company’s access to preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the Buyer Accounts is revoked pursuant to date on which this Agreement terminates or (iii) the Account Control Agreements, shall control the movement transfer of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables Agreementsservicing approved by Buyer. (b) In If the event Mortgage Loans are serviced by Seller, Seller agrees that a Bond Trustee Buyer is entitled the owner of all servicing records, including but not limited to any and directed by all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the applicable bondholders servicing of the Bonds under Mortgage Loans (the applicable Indenture “Servicing Records”). Seller covenants to exercise safeguard such Servicing Records and to deliver them promptly to Buyer or its rightdesignee (including Custodian) at Buyer’s request. (c) If the Mortgage Loans are serviced by a person other than Seller (such third party the “Servicer”), pursuant to the related Bond AgreementsSeller (i) shall, to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with Section (3)(b)(7), provide a copy of the notice provisions servicing agreement to Buyer, which shall be in form and substance acceptable to Buyer (the “Servicing Agreement”), and shall provide a Servicer Notice to Buyer substantially in the form of this Exhibit VII hereto, fully executed by Seller and the Servicer; and (ii) hereby irrevocably assigns to Buyer and Buyer’s successors and assigns all right, title and interest of Seller in, to and under, and the benefits of, any Servicing Agreement and consult with the other with respect to the Mortgage Loans. Seller agrees that no Person who would replace shall assume the Company in such capacity and also in its other capacities servicing obligations with respect to the Mortgage Loans as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicable. Any successor to the Company Servicer unless such successor is approved in writing by Buyer prior to such capacities shall be agreed to by each Bond Trustee assumption of servicing obligations. (in accordance with d) If the Bond Agreements) and the Administrative Agent within ten (10) Business Days servicer of the date Mortgage Loans is Seller, upon the occurrence of an Event of Default, Buyer shall have the right to terminate the Seller as servicer of the Mortgage Loans and transfer servicing to Buyer’s designated Servicer, at no cost or expense to Buyer, at any time thereafter. If the Servicer Termination of the Mortgage Loans is not Seller, Buyer shall have the right, as contemplated in the applicable Servicer Notice, and such successor shall be subject upon the occurrence of an Event of Default, to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables terminate any applicable Servicing Agreement and transfer servicing to Buyer’s designated Servicer, at no cost or expense to Buyer, it being agreed that Seller will pay any and all fees required to terminate such Servicing Agreement and to effectuate the Receivables Agreements. “Business Day” means transfer of servicing to Buyer’s designated Servicer, as well as any day other than a Saturdayservicing fees and expenses payable to such Servicer. (e) After the Purchase Date, Sundayuntil the repurchase of any Mortgage Loan, Seller will have no right to modify or any holiday for national banks alter the terms of such Mortgage Loan and Seller will have no obligation or any New York banking corporation right to repossess such Mortgage Loan or substitute another Mortgage Loan, in Charlotteeach case except as provided in the Custodial and Disbursement Agreement. (f) In the event Seller or its Affiliate is servicing the Mortgage Loans, North CarolinaSeller shall permit Buyer to inspect Seller’s or its Affiliate’s servicing facilities, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection Agentcase may be, for the purpose of satisfying Buyer that Seller or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Agreement.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant Borrower acknowledges and agrees that (i) as of the Effective Date, a third party Servicer or sub-servicer has been retained to service or sub-service the Collaterally Assigned Loan and (ii) any such retention of a Servicer and the form of Servicing Agreement to be entered into by Servicer are subject to the prior approval of Agent (and, Berkadia Commercial Mortgage LLC is deemed an approved Servicer by Agent, and the Servicing Agreement in effect on the Effective Date with Berkadia Commercial Mortgage LLC is deemed approved by Agent). Borrower covenants to maintain or cause the servicing of the Collaterally Assigned Loan to be maintained in conformity with Accepted Servicing Practices. Borrower shall, or shall use commercially reasonable efforts to cause Servicer to (i) comply with all applicable federal, state and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the rights of Agent in the Collaterally Assigned Loan or any payment thereunder. Agent may terminate the servicing of the Collaterally Assigned Loan with the then existing Servicer in accordance with Section 210.04(e). Borrower shall not amend, modify or restate the CompanyServicing Agreement without the consent of Agent, which shall not be unreasonably withheld, conditioned or delayed. (b) If the Collaterally Assigned Loan, or any portion thereof, is serviced or subserviced by Borrower or an Affiliate of Borrower, (i) Borrower acknowledges that Agent is the collateral assignee of all Servicing Rights and servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of the Collaterally Assigned Loan (which shall not include any immaterial emails, any attorney-client communications, or other internal communications) (the “Servicing Records”) and (ii) Borrower shall (or shall cause Servicer to) safeguard all Servicing Records so long as the Collaterally Assigned Loan is subject to this Agreement and, at Agent’s request during the continuance of an Event of Default, shall promptly deliver (or cause Servicer to promptly deliver) all such Servicing Records to Agent or its designee. (c) If the Collaterally Assigned Loan, or any portion thereof, are serviced or subserviced by a third party Servicer or sub-servicer, Borrower shall include in the Servicing Acknowledgement such matters as Agent may reasonably request, including, without limitation, (i) Agent’s rights to indemnification and to recovery against any Servicer’s or sub-servicer’s insurance; (ii) recognition by Servicer of Agent’s security interest in the Collaterally Assigned Loan; (iii) rights of Agent, upon reasonable and customary notice, to inspect the books and records of Servicer with respect to the Collaterally Assigned Loan; (iv) Servicer’s agreement that upon receipt of notice of an Event of Default from Agent, Servicer will only follow the instructions of Agent with respect to the Collaterally Assigned Loan and any Collections with respect thereto; and (v) acknowledgement of Agent’s security interest in the Collaterally Assigned Loan and the Servicing Agreement and agreement that such Servicer or sub-servicer shall apply all Collections with respect to the Collaterally Assigned Loan as directed by Agent. Any successor to Servicer or any sub-servicer shall be approved in writing by Agent prior to such successor’s assumption of servicing obligations with respect to the Collaterally Assigned Loan. (d) Borrower shall not, and shall not permit Servicer to, employ sub-servicers to service the Collaterally Assigned Loan without the prior written approval of Agent which shall not be unreasonably withheld, conditioned or delayed. If the Collaterally Assigned Loan is serviced by a sub-servicer, Borrower shall irrevocably assign all rights, title and interest in the sub-servicing agreement with such sub-servicer to Agent. (e) Upon the occurrence and during the continuance of an Event of Default hereunder or a default by Servicer under the Servicing Agreement (to the extent a Servicing Agreement then exists), Agent shall have the right to immediately terminate, and/or to require Borrower to immediately terminate, Borrower’s, Servicer’s and/or any sub-servicer’s right to service the Collaterally Assigned Loan and Agent shall not be responsible for payment of any penalty or termination fee, and shall have the right to appoint a successor servicer acceptable to Agent. Borrower shall, and shall cause Servicer and any sub-servicer to, cooperate in transferring the servicing of the Collaterally Assigned Loan to a successor Servicer appointed by, (i) in the case of an Event of Default, Agent in its role as collection agent hereundersole discretion or (ii) in the case of a default by Servicer under the Servicing Agreement, Agent, with the consent of Borrower. (f) If ▇▇▇▇▇▇▇▇ discovers that, for any reason whatsoever, any entity responsible to Borrower by contract for managing or servicing the Collaterally Assigned Loan has failed to materially perform Borrower’s obligations under the Loan Documents or any of the material obligations of such entities with respect to the Collaterally Assigned Loan, Borrower shall allocate promptly notify Agent. (g) Borrower shall cause Servicer and remit funds received from Customers any sub-servicer to provide (i) a notice acknowledging Agent’s security interest, for the benefit of the each Bond Issuer, each Bond Trustee, the Buyer and the Receivables Lenders, respectivelyin the Collaterally Assigned Loan, andand (ii) a copy of each report and notice sent to Borrower to be sent to Agent concurrently therewith. (h) Borrower shall be responsible for paying all costs, until fees and expenses (including reasonable and documented attorneys’ fees and disbursements of outside counsel if payable to Agent or the Company’s access Lenders) payable to one or more of the Buyer Accounts is revoked Servicer and any sub-servicer for services performed pursuant to the Account Control Agreements, shall control the movement of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements Servicing Agreement or otherwise and the Receivables Agreementssame shall be subordinate to all amounts outstanding and due to Agent and the Lenders hereunder and under the other Loan Documents. (bi) In the event that a Bond Trustee is entitled to and directed by the applicable bondholders of the Bonds under the applicable Indenture to exercise its right, pursuant Notwithstanding anything to the related Bond Agreementscontrary contained herein, to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions of this Agreement and consult with the other with respect to Loan Documents shall control over any and all contrary, conflicting or otherwise incompatible terms contained in the Person who would replace the Company in such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicable. Any successor to the Company in such capacities shall be agreed to by each Bond Trustee (in accordance with the Bond Agreements) and the Administrative Agent within ten (10) Business Days of the date of the Servicer Termination Notice, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection Agent.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant Seller covenants to Section 2, maintain or cause the Company, in its role as collection agent hereunder, shall allocate and remit funds received from Customers for the benefit servicing of the Transaction Asset to be maintained with respect to each Bond Issuer, each Bond Trustee, type of Transaction Asset transferred to Buyer hereunder in conformity with accepted and prudent servicing practices in the Buyer industry for such same type of Transaction Asset and in a manner at least equal in quality to the Receivables Lenders, respectively, and, until servicing Seller provides for assets similar to such Transaction Asset which it owns. In the Company’s access to event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the Buyer Accounts is revoked pursuant to date on which all the Account Control AgreementsRepurchase Obligations have been paid in full or (iii) the transfer of servicing approved by Seller and Buyer, which Buyer's approval shall control not be unreasonably withheld. Midland Loan Services, Inc. shall be the movement of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables Agreementsinitial servicer. (b) In If the event Transaction Assets, or any portion thereof, are serviced by Seller, (i) Seller agrees that Buyer is the owner and precautionary collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Transaction Asset (the "Servicing Records"), and (ii) Seller transfers to Buyer a Bond Trustee is entitled valid ownership interest and grants Buyer a precautionary security interest in all servicing fees and rights relating to such Transaction Asset and all Servicing Records to secure the obligation of Seller or its designee to service in conformity with this Section and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Buyer's request. (c) If the Transaction Assets, or any portion thereof, are serviced by a third party servicer (such third party servicer, the "Servicer"), Seller (i) shall provide a copy of the servicing agreement to Buyer, which shall be in form and substance acceptable to Buyer (the "Servicing Agreement") and (ii) hereby irrevocably assigns to Buyer and Buyer's successors and assigns all right, title, interest of Seller in, to and directed by under, and the applicable bondholders of the Bonds under the applicable Indenture to exercise its rightbenefits of, pursuant to the related Bond Agreements, to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions of this any Servicing Agreement and consult with the other with respect to the Person who would replace the Company in such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicableTransaction Asset. Any successor to the Company in such capacities Servicer shall be agreed approved in writing by Buyer prior to by each Bond Trustee such successor's assumption of servicing obligations with respect to such Transaction Asset. (in accordance with d) Seller shall provide to Buyer a letter from Seller (if Seller is the Bond AgreementsServicer) and or the Administrative Agent within ten (10) Business Days Servicer, as the case may be, to the effect that upon the occurrence of the date an Event of the Servicer Termination NoticeDefault, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Buyer may terminate any Servicing Agreement and transfer servicing to its designee, at no cost or expense to Buyer, it being agreed that Seller will pay any and all fees required to terminate the Receivables Agreements. “Business Day” means Servicing Agreement and to effectuate the transfer of servicing to the designee of Buyer. (e) After the Purchase Date, until the rights to any day Transaction Assets under the Transaction Documents are relinquished by Custodian, Seller will have no right to modify or alter the terms of any of the documents pertaining to such Transaction Asset and Seller will have no obligation or right to repossess such Transaction Asset or substitute other than Transaction Asset, except as provided in the Custodial Agreement; provided, however, that so long as no Default or Event of Default has occurred and is continuing, Seller may enter into such modifications of the terms of such documents as do not, as to any specific Transaction Asset, (i) result in a Saturdaynegative monetary effect or (ii) constitute a material adverse effect. (f) In the event Seller or its Affiliate is servicing any Transaction Asset, SundaySeller shall permit Buyer to inspect Seller's or its Affiliate's servicing facilities, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection Agentcase may be, for the purpose of satisfying Buyer that Seller or its Affiliate, as the case may be, has the ability to service such Transaction Asset as provided in this Agreement.” The parties hereto agree that any entity succeeding (g) Seller shall cause the Servicer to the rights provide a copy of the Company as Receivables Servicer or as Property Servicer shall each report and notice sent to Seller to be the same entitysent to Buyer concurrently therewith.

Servicing. (a) Pursuant Notwithstanding the purchase and sale of the Purchased Loans hereby, Seller shall continue to Section 2, cause the Company, in its role as collection agent hereunder, shall allocate and remit funds received from Customers Purchased Loans to be serviced for the benefit of the each Bond Issuer, each Bond Trustee, the Buyer and the Receivables Lenders, respectively, and, until if Buyer shall exercise its rights to pledge or hypothecate the Company’s access Purchased Loans prior to one or more of the Buyer Accounts is revoked Repurchase Date pursuant to Section 7, Buyer's assigns. Seller shall service or cause the Account Control Agreements, shall control servicer to service the movement of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) Purchased Loans in accordance with Accepted Servicing Practices approved by Buyer and maintained by other prudent mortgage lenders with respect to mortgage loans similar to the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables AgreementsPurchased Loans. (b) In Seller agrees that Buyer is the event owner of all servicing records, including but not limited to any and all servicing agreements (the "Servicing Agreements"), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Loans (the "Servicing Records") so long as the Purchased Loans are subject to this Agreement. Seller grants Buyer a security interest in all servicing fees and rights of Seller relating to the Purchased Loans and all Servicing Records to secure the obligation of Seller or its designee to service in conformity with this Section and any other obligation of Seller to Buyer. Seller covenants to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer's request. (c) Seller shall provide to Buyer on a monthly basis, or more frequently at the request of Buyer, any and all information that a Bond Trustee is entitled pertinent or related to the assessment and directed by valuation of loans that are included in Purchased Loans, as or when received or available from Seller. Such information includes, but is not limited to, property operating statements, rent rolls, financial statements and other financial reports for each Purchased Loan, as well as any other information or events affecting the applicable bondholders interests in or valuation of the Bonds under Purchased Loans. (d) Upon the applicable Indenture to exercise occurrence and continuance of an Event of Default, Buyer may, in its rightsole discretion, pursuant to the related Bond Agreements, to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise (i) sell its right to replace the Company as Receivables Servicer, andPurchased Loans on a servicing released basis or (ii) terminate Seller or any sub-servicer of the Purchased Loans with or without cause, in either such caseeach case without payment of any termination fee. (e) Seller shall not employ sub-servicers to service the Purchased Loans without the prior written approval of Buyer which approval shall not be unreasonably withheld. If the Purchased Loans are serviced by a sub-servicer, therefore Seller shall irrevocably assign all rights, title and interest in the Servicing Agreements in the Purchased Loans to terminate the role of the Company as the provider of the Allocation Services hereunder, the party desiring or directed Buyer. (f) Seller shall cause any sub-servicers engaged by Seller to exercise such right execute a letter agreement with Buyer acknowledging Buyer's security interest and agreeing that it shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions of this Agreement and consult with the other deposit all Income with respect to the Person who would replace Purchased Loans in the Company in such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer Collection Account. (g) To the extent permitted under the Receivables Servicing Agreement, as applicable. Any successor to servicing agreement the Company in such capacities payment of servicing fees shall be agreed subordinate to by each Bond Trustee payment of amounts outstanding under any Transaction and this Agreement. (in accordance with h) The servicer and Seller may not enter into any modification or extension agreement without the Bond Agreements) and the Administrative Agent within ten (10) Business Days written consent or approval of the date of the Servicer Termination Notice, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection AgentBuyer.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant Notwithstanding the purchase and sale of the Purchased Mortgage Loans hereby, Seller shall cause the Purchased Mortgage Loans to Section 2, the Company, in its role as collection agent hereunder, shall allocate and remit funds received from Customers be serviced by Servicer for the benefit of the each Bond Issuer, each Bond Trustee, the Buyer and the Receivables Lenders, respectively, and, until if Buyer shall exercise its rights to pledge or hypothecate the Company’s access Purchased Mortgage Loan prior to one or more of the Buyer Accounts is revoked related Repurchase Date pursuant to Section 8, Buyer's assigns. Seller shall cause the Account Control Agreements, shall control the movement of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) Purchased Mortgage Loans to be serviced by Servicer in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables AgreementsAccepted Servicing Practices. (b) In Seller agrees that Buyer is the event that owner of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance or guaranty coverage, insurance or guaranty policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Mortgage Loans (the "Servicing Records"). Seller grants Buyer a Bond Trustee is entitled to security interest in all servicing fees and directed by the applicable bondholders of the Bonds under the applicable Indenture to exercise its right, pursuant rights relating to the related Bond AgreementsPurchased Mortgage Loans and all Servicing Records to secure the obligation of Seller or its designee to service in conformity with this Section and any other obligation of Seller to Buyer. Seller will, and will cause each servicer and subservicer (i) to replace designate Buyer as the Company as Property Servicerpurchaser of each Purchased Mortgage Loan in its collateral tracking system and (ii) to segregate such Servicing Records from any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of mortgage loans that are not Purchased Mortgage Loans and to safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including Custodian) at Buyer's request. (c) Upon the occurrence and continuance of an Event of Default, Buyer may, in the event that the Administrative Agent is entitled to and desires to exercise its discretion, (i) sell its right to replace the Company Purchased Mortgage Loans on a servicing released basis or (ii) terminate Seller or Servicer as Receivables Servicer, andservicer of the Purchased Mortgage Loans with or without cause, in either such caseeach case without payment of any termination fee. (d) Seller shall not employ other third-party servicers or sub-servicers to service the Purchased Mortgage Loans without the prior written consent of Buyer. (e) Seller shall cause any sub-servicer hereunder to execute a letter agreement with Buyer acknowledging Buyer's security interest and agreeing that, therefore to terminate the role upon notice from Buyer (or Custodian on its behalf) that an Event of the Company as the provider of the Allocation Services Default has occurred and in continuing hereunder, the party desiring or directed to exercise such right it shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions of this Agreement and consult with the other deposit all Income with respect to the Person who would replace Purchased Mortgage Loans in the Company account specified in such capacity Section 5(a). (f) Upon the occurrence and also continuance of an Event of Default, Buyer shall have the right, in its other capacities sole discretion, to appoint a Backup Servicer that will (i) become the successor servicer of the Purchased Mortgage Loans or (ii) serve as Property a backup servicer of the Purchased Mortgage Loans until such time as Buyer shall elect to appoint the Backup Servicer under each Bond Agreement and/or Receivables as successor servicer of the Purchased Mortgage Loans. In connection with the appointment of a Backup Servicer, Buyer may make such arrangements for the compensation of Backup Servicer under out of Income on the Receivables Servicing AgreementMortgage Loans or otherwise as Buyer and such Backup Servicer shall agree. If Backup Servicer is appointed to act as a "backup servicer" of the Purchased Mortgage Loans, Seller shall provide Backup Servicer with such data, files and information, in form, format and content as applicable. Any successor Backup Servicer may request, in order to permit Backup Servicer to service the Company in such capacities shall be agreed to by each Bond Trustee (Mortgage Loans in accordance with Accepted Servicing Practices; all such data, files and information shall be updated by Seller on a monthly basis as required by Backup Servicer. (g) If Backup Servicer is appointed by Buyer to act as a successor servicer of the Bond AgreementsPurchased Mortgage Loans in accordance with Section 25(f), Seller (in its capacity as servicer hereunder) shall discharge its servicing duties and responsibilities during the Administrative Agent within ten period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of Backup Servicer. Within five (105) Business Days of the date appointment of Backup Servicer to act as successor servicer of the Mortgage Loans, Seller shall prepare, execute and deliver to Backup Servicer Termination Noticeany and all documents and other instruments, place in such successor's possession all Servicing Records, and such successor shall do or cause to be subject done all other acts or things necessary or appropriate to satisfaction effect the transfer of servicing to Backup Servicer, including but not limited to the transfer and endorsement of the Rating Agency Condition Mortgage Notes and related documents, and the preparation and recordation of Assignments of Mortgage. Seller shall cooperate with Buyer and Backup Servicer in effecting the transfer of servicing responsibilities to Backup Servicer, including execution and delivery of servicing transfer notices to Mortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to Backup Servicer for administration by it of all Income with respect to the Mortgage Loans which shall at the time be held or received by Seller. Seller shall deliver immediately to Backup Servicer the funds in the Collection Account and Escrow Account not held pursuant to Collection Account Agreements and all Mortgage Loan documents and related documents and statements held by it hereunder and Seller shall account for all funds and shall execute and deliver such instruments and do such other things as defined below) may reasonably be required to more fully and otherwise satisfy the provisions definitively vest in Backup Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of Seller as servicer of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection AgentPurchased Mortgage Loans.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant The Conforming Loans, USAA Loans, Jumbo A Credit A Loans and other Purchased Loans sold by Seller to Section 2Buyer hereunder from time to time are sold on a servicing released basis. During the related Interim Servicing Period, the Company, in its role as collection agent hereunder, Seller shall allocate and remit funds received from Customers service the Purchased Loans for the benefit of or on behalf of Buyer, provided, however, that the each Bond Issuerobligation of Seller to service any such Purchased Loan for the benefit of or on behalf of Buyer as aforesaid shall cease upon the payment to Buyer of the Repurchase Price thereof. Seller covenants to maintain or cause the servicing of the Purchased Loans to be maintained in conformity with Accepted Servicing Practices. In the event that any of the Loans included on the Loan Schedule for a particular Purchase Date are Additional Collateral Mortgage Loans, such Additional Collateral Mortgage Loans will be serviced in accordance with clause (g) of this Section 43. In the event that this Agreement is interpreted as constituting one or more servicing contracts, each Bond Trusteesuch servicing contract shall terminate automatically upon the earliest of: (i) the termination thereof by Buyer pursuant to subsection (d) below, (ii) forty-five (45) days after the last Purchase Date of such Purchased Loan, (iii) a Default or an Event of Default, (iv) the date on which all the Obligations have been paid in full, or (v) the transfer of servicing to any entity approved by Buyer and the Receivables Lendersassumption thereof by such entity. (b) During the period Seller is servicing the Purchased Loans, respectively(i) Seller agrees that Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Loans (the “ Servicing Records ”), and (ii) Seller hereby grants Buyer a security interest in all Servicing Rights relating to the Purchased Loans, including the Additional Collateral Mortgage Loans, and all Servicing Records and any and all proceeds of any or all of the foregoing (collectively, the “ Servicing Collateral ”), in each case whether now owned or existing or hereafter acquired or arising and wherever located, to secure the obligations of Seller or its designee in conformity with this Section 43 and any other obligation of Seller to Buyer. At all times during the term of this Agreement, Seller covenants to hold such Servicing Records in trust for Buyer and safeguard such Servicing Records and to deliver them promptly to Buyer or its designee (including the Custodian) at Buyer’s request or as otherwise required by this Agreement. It is understood and agreed by the parties that prior to an Event of Default, Seller shall retain the servicing fees with respect to the Purchased Loans. With respect to the Servicing Rights for each Purchased Loan, Seller shall deliver such Servicing Rights to Buyer or such other successor servicer as may be designated by Buyer on the Servicing Transfer Date. With respect to the Servicing Records and the physical and contractual servicing of the Purchased Loans relating to any Transaction, Seller shall deliver or cause the related Servicer or Subservicer to deliver, such Servicing Records and, to the extent applicable, physical servicing to the designee of Buyer, on the Servicing Transfer Date (the “ Servicing Delivery Requirement ”), unless otherwise stated in writing by Buyer. Notwithstanding the foregoing, the Interim Servicing Period will be deemed automatically reinstated on each Purchase Date for such Purchased Loan that is subject to a new Transaction (and such Servicing Delivery Requirement shall be deemed restated) and a new 45-day Interim Servicing Period will be deemed to commence for such Purchased Loan as of such Purchase Date in the absence of directions to the contrary from the Buyer. Further, the Servicing Delivery Requirement will no longer apply to any Purchased Loan that is repurchased in full by the Seller in accordance with the provisions of this Agreement and is no longer subject to a Transaction. If the Interim Servicing Period is not renewed by Buyer, Seller shall be terminated in its servicing capacity and Seller shall transfer such servicing in accordance with Section 43(d) below. Seller’s transfer of the Servicing Rights, the Servicing Records and the physical and contractual servicing under this Section shall be in accordance with customary standards in the industry and such transfer shall include the transfer of the gross amount of escrows held for the related mortgagors (without reduction for unreimbursed advances or “negative escrows”). (c) If the Loans are serviced by any other third party servicer (such third party servicer, the “ Subservicer ”) Seller shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to Buyer at least three (3) Business Days prior to the applicable Purchase Date or the date on which the Subservicer shall begin subservicing the Loans which shall be in the form and substance acceptable to Buyer (the “ Servicing Agreement ”) and shall have obtained the written consent of Buyer for such Subservicer to subservice the Loans. (d) Buyer may, in its sole discretion if a Default or an Event of Default shall have occurred and be continuing, (i) sell the Purchased Loans without payment of any termination fee or any other amount to Seller and (ii) sell on a servicing released basis any Purchased Loans being serviced by a Subservicer (approved pursuant to Section 43(c)) without payment of any termination fee or any other amount to Seller but subject to the rights of such Subservicer. Buyer agrees not to direct or otherwise contact any such Subservicer absent a determination in good faith by Buyer that a Default or an Event of Default has occurred and is continuing. Unless a Default or an Event of Default shall have occurred and be continuing Buyer shall not exercise or attempt to exercise any such servicing rights, including contacting Mortgagors or Subservicers or taking possession of the related Servicing Records, or exercise Sellers’ rights with respect to the Purchased Loans under the related servicing agreement. Upon the termination of Seller as Servicer of the Purchased Loans pursuant to Sections 43(b), this Section 43(d) or as otherwise provided hereunder, Seller shall transfer such servicing with respect to such Purchased Loans to Buyer or any successor Servicer designated by Buyer, at no cost or expense to Buyer. In addition, Seller shall provide to Buyer an Instruction Letter from Seller to the effect that upon the occurrence of an Event of Default, Buyer may terminate any Subservicer or Servicing Agreement and direct that collections with respect to the Loans be remitted in accordance with Buyer’s instructions. Seller agrees to cooperate with Buyer in connection with the transfer of servicing. (e) After the Purchase Date, until the Company’s access Repurchase Date, Seller will have no right to one modify or more alter the terms of the Loan or consent to the modification or alteration of the terms of any Loan, and Seller will have no obligation or right to repossess any Loan or substitute another Loan, except as provided in any Custodial Agreement. (f) Seller shall permit Buyer Accounts to inspect upon reasonable prior written notice at a mutually convenient time, Seller’s or its Affiliate’s servicing facilities, as the case may be, for the purpose of satisfying Buyer that Seller or its Affiliate, as the case may be, has the ability to service the Loans as provided in this Agreement. In addition, with respect to any Subservicer which is revoked not an Affiliate of Seller, Seller shall use its best efforts to enable Buyer to inspect the servicing facilities of such Subservicer. (1) The parties acknowledge that pursuant to each Additional Collateral Servicing Agreement between Seller and the Account Control Agreementsrelated Additional Collateral Servicer, the Securities Accounts and other Additional Collateral in which Buyer shall control the movement of such funds out of the Deposit Accounts have a security interest (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with pursuant to the terms of this Agreement), shall continue to be maintained and serviced by such Additional Collateral Servicer. The same entity must always act as servicer Seller represents and warrants that the terms of each Additional Collateral Servicing Agreement are not inconsistent with any of the provisions of this Agreement. Subject to clause (2) below, the Seller shall service and administer the Securities Accounts and other Additional Collateral in accordance with (i) prudent business practices and procedures employed in the performance industry to administer securities accounts and additional collateral similar to that securing the Additional Collateral Mortgage Loans; (ii) the terms of the Allocation Services as to both related Additional Collateral Servicing Agreement; and (iii) the Bond Agreements and the Receivables Agreementsterms of this Agreement. (b2) Notwithstanding any other provision of this Agreement to the contrary, except as provided below in this clause (2), the Seller shall have no duty or obligation to service and administer the Additional Collateral, and the Seller shall not be deemed to be the Additional Collateral Servicer with respect to any Additional Collateral Mortgage Loan, unless and until the related Additional Collateral Servicer’s obligations to administer the Additional Collateral as provided in the related Additional Collateral Servicing Agreement have been terminated with respect to such Additional Collateral Mortgage Loans sold hereunder, in which case the Seller shall be bound to service and administer the related Additional Collateral and the related Surety Bond in accordance with the provisions of this Agreement and the related Additional Collateral Servicing Agreement, from the date of such termination. The Seller shall enforce the obligations of each Additional Collateral Servicer to service and administer the Additional Collateral as provided in the related Additional Collateral Servicing Agreement, and shall take appropriate action thereunder if any Additional Collateral Servicer fails to substantially comply with its obligations to administer the Additional Collateral. Such enforcement, including without limitation, the legal prosecution of claims, termination of the related Additional Collateral Servicing Agreement with respect to the related Additional Collateral Mortgage Loans, and the pursuit of other appropriate remedies, shall be carried out as the Seller, in its good faith business judgment, would require were it the owner of the related Securities Accounts and other Additional Collateral. Without in any way limiting any other remedies set forth herein, Seller shall indemnify the Buyer and hold it harmless against any and all liabilities, losses, damages, judgments, costs, expenses, penalties, fines, forfeitures, reasonable legal fees and expenses and claims of any kind (collectively “Losses”) that arise with respect to Additional Collateral Mortgage Loans purchased by Buyer from Seller hereunder, provided that such Losses are caused by the related Additional Collateral Servicer’s failure to administer the Additional Collateral as provided in the related Additional Collateral Servicing Agreement and in a manner consistent with the standard set forth in clause (1) above. (3) Seller represents and warrants that the related Additional Collateral Servicer shall use its best reasonable efforts to realize upon any related Additional Collateral for such of the Additional Collateral Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments; provided that the related Additional Collateral Servicer shall not obtain title to any such Additional Collateral as a result of or in lieu of the disposition thereof or otherwise; and provided further that the related Additional Collateral Servicer shall not proceed with respect to such Additional Collateral in any manner that would impair the ability to recover against the related Mortgaged Property. Any proceeds realized from such Additional Collateral (other than amounts to be released to the Mortgagor or the related guarantor in accordance with procedures that the Seller would follow in servicing loans held for its own account, subject to the terms and conditions of the related Mortgage and Mortgage Note and to the terms and conditions of any security agreement, guarantee agreement, mortgage or other agreement governing the disposition of the proceeds of such Additional Collateral) shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 7 hereof; provided, that such proceeds shall not be so deposited if the Required Surety Payment in respect of such Additional Collateral Mortgage Loan has been deposited in the Collection Account or otherwise paid to the Buyer (except to the extent of any such proceeds taken into account in calculating the amount of the Required Surety Payment). (4) Seller’s obligations to administer the Securities Accounts shall terminate upon termination of the related Additional Collateral Agreement. Buyer acknowledges coverage under the terms and provisions of the related Surety Bond as to any particular Additional Collateral Mortgage Loan shall terminate upon termination of the related Additional Collateral Agreement; provided, however, that such termination shall not affect claims arising under this Agreement or the related Surety Bond prior to the date of termination of the related Additional Collateral Agreement. (5) The Additional Collateral Servicer with respect to each Additional Collateral Mortgage Loan may, without the consent of the Buyer, amend or modify an Additional Collateral Agreement in any non material respect to reflect administrative or account changes, provided that the same are consistent with the Seller’s Underwriting Guidelines. Seller shall provide Buyer with prior written notice of any such changes. (1) If a Required Surety Payment is payable pursuant to the related Surety Bond with respect to any Additional Collateral Mortgage Loan, as determined by the Seller, the related Additional Collateral Servicer shall so notify the related Surety Bond Issuer promptly. The Seller shall cause the prompt completion of any necessary documentation relating to the related Surety Bond and shall cause the prompt submission of such documentation to the related Surety Bond Issuer as a claim for a required surety. The Buyer shall execute such documentation if requested by the related Additional Collateral Servicer. (2) In the event that the Seller receives a Required Surety Payment from a Surety Bond Trustee is entitled to and directed by the applicable bondholders Issuer on behalf of the Bonds under Buyer, the applicable Indenture to exercise its right, pursuant to the related Bond Agreements, to replace the Company as Property Servicer, or Seller shall deposit such Required Surety Payment in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions of this Agreement and consult with the other with respect to the Person who would replace the Company in such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicable. Any successor to the Company in such capacities shall be agreed to by each Bond Trustee (in accordance with the Bond Agreements) and the Administrative Agent Collection Account within ten (10) 3 Business Days of receipt. (3) Seller will cooperate with Buyer to transfer to Buyer the date coverage of each Surety Bond in respect of the Servicer Termination Notice, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection Agentrelated Additional Collateral Mortgage Loans.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant The Borrower covenants to Section 2, maintain or cause the Company, servicing of the Mortgage Loans to be maintained in its role as collection agent hereunder, shall allocate conformity with accepted and remit funds received from Customers prudent servicing practices in the industry for the benefit same type of mortgage loans as the each Bond Issuer, each Bond Trustee, Mortgage Loans and in a manner at least equal in quality to the Buyer and servicing the Receivables Lenders, respectively, and, until Borrower provides for mortgage loans which it owns. In the Company’s access to event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the date on which all the Secured Obligations have been paid in full or (iii) the transfer of servicing approved by the Borrower in writing. The Lender hereby approves New Century Mortgage Corporation, an Affiliate of the Buyer Accounts is revoked pursuant to Borrower, as the Account Control Agreements, shall control the movement of such funds out initial Servicer of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables AgreementsMortgage Loans. (b) In If the event that a Bond Trustee is entitled to and directed Mortgage Loans are serviced by the applicable bondholders Borrower, (i) the Borrower agrees that the Lender is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage Loans (the "Servicing Records"), and (ii) the Borrower grants the Lender a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of the Bonds under Borrower or its designee to service in conformity with this Section and any other obligation of the applicable Indenture to exercise its right, pursuant Borrower to the related Bond AgreementsLender. The Borrower covenants to safeguard such Servicing Records and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender's request. (c) If the Mortgage Loans are serviced by a third party servicer (such third party servicer, the "Servicer"), the Borrower (i) shall provide a copy of the servicing agreement to the Lender, which shall be in form and substance acceptable to the Lender (the "Servicing Agreement"), and (ii) shall provide a Servicer Notice to the Servicer substantially in the form of Exhibit G hereto (a "Servicer Notice") and shall cause the Servicer to acknowledge and agree to the same. Any successor or assignee of a Servicer shall be approved in writing by the Lender and shall acknowledge and agree to a Servicer Notice prior to such successor's assumption of servicing obligations with respect to the Mortgage Loans. (d) If the servicer of the Mortgage Loans is the Borrower or the Servicer is an Affiliate of the Borrower, the Borrower shall provide to the Lender a letter from the Borrower or the Servicer, as the case may be, to replace the Company as Property Servicereffect that upon the occurrence of an Event of Default, the Lender may terminate any Servicing Agreement and in any event transfer servicing to the Lender's designee, at no cost or in expense to the event Lender, it being agreed that the Administrative Agent is entitled to Borrower will pay any and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore all fees required to terminate the role Servicing Agreement and to effectuate the transfer of servicing to the designee of the Company as Lender. (e) After the provider Funding Date, until the pledge of any Mortgage Loan is relinquished by the Allocation Services hereunderCustodian, (i) the party desiring or directed to exercise such right Borrower shall promptly give prior written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions Lender of this Agreement and consult with the other with respect any proposed modification or alteration to the Person who would replace terms of any such Mortgage Loan and unless the Company in Borrower shall have received the Lender's written approval of such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicable. Any successor to the Company in such capacities shall be agreed to by each Bond Trustee modification or alteration within five (in accordance with the Bond Agreements) and the Administrative Agent within ten (105) Business Days thereafter, in the event the Borrower nevertheless makes such modification or alteration to the terms of such Mortgage Loan thereafter, such Mortgage Loan shall thereupon have a Collateral Value equal to zero, and (ii) the date Borrower will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in the Custodial Agreement. (f) In the event the Borrower or its Affiliate is servicing the Mortgage Loans, the Borrower shall permit the Lender from time to time during business hours and upon prior reasonable notice (provided that if a Default shall have occurred and be continuing, no such notice shall be required) to inspect the Borrower's or its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying the Lender that the Borrower or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Loan Agreement. (g) The Borrower shall ensure that the Servicer Termination Notice, and such successor shall will maintain the Servicer's System in a manner that permits the Servicer to be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection AgentYear 2000 Compliant.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant Subject to Section 2subsection (d) below, the Company, in its role as collection agent hereunder, shall allocate and remit funds received from Customers for Seller covenants to maintain or cause the benefit servicing of the each Bond IssuerPurchased Loans to be maintained in conformity with Accepted Servicing Practices and pursuant to the related underlying Servicing Agreement, if any. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each Bond Trusteesuch servicing contract shall terminate automatically upon the earliest of (i) the termination thereof by Buyer pursuant to subsection (d) below, (ii) thirty one (31) days after the last Purchase Date of such Purchased Loan, (iii) a Default or an Event of Default, (iv) the date on which all the Obligations have been paid in full, or (v) the transfer of servicing to any entity approved by Buyer and the Receivables Lenders, respectively, and, until the Company’s access to one or more of the Buyer Accounts is revoked pursuant to the Account Control Agreements, shall control the movement of assumption thereof by such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables Agreementsentity. (b) In During the event period the Seller is servicing the Purchased Loans for Buyer, (i) the Seller agrees that Buyer is the owner of all Servicing Records relating to Purchased Loans that have not been repurchased, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Loans (the “Servicing Records”), and (ii) the Seller grants Buyer a Bond Trustee security interest in all servicing fees and rights relating to the Purchased Loans that have not been repurchased and all Servicing Records to secure the obligation of the Seller or its designee to service in conformity with this Section 42 and any other obligation of the Seller to Buyer. At all times during the term of this Agreement, the Seller covenants to hold such Servicing Records in trust for Buyer and to safeguard, or cause each Subservicer to safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the related Servicing Agreement promptly to Buyer or its designee (including the Custodian) at Buyer’s reasonable request. It is entitled to understood and directed agreed by the applicable bondholders parties that prior to an Event of Default, Seller, as servicer shall retain the Bonds under the applicable Indenture to exercise its right, pursuant to the related Bond Agreements, to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions of this Agreement and consult with the other servicing fees with respect to the Person who would replace the Company in such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicable. Any successor to the Company in such capacities shall be agreed to by each Bond Trustee (in accordance with the Bond Agreements) and the Administrative Agent within ten (10) Business Days of the date of the Servicer Termination Notice, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection AgentPurchased Loans.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant Each Borrower covenants to Section 2, maintain or cause the Company, servicing of the Mortgage Loans to be maintained in its role as collection agent hereunder, shall allocate conformity with accepted and remit funds received from Customers prudent servicing practices in the industry for the benefit same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing each Bond Issuer, each Bond Trustee, Borrower provides for mortgage loans which it owns. In the Buyer and event that the Receivables Lenders, respectively, and, until the Company’s access to preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the Buyer Accounts is revoked pursuant to date on which all the Account Control Agreements, shall control Secured Obligations have been paid in full or (iii) the movement transfer of such funds out of servicing approved by the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables AgreementsBorrowers. (b) In If the event Mortgage Loans are serviced by a Borrower, (i) such Borrower agrees that the Lender is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage Loans (the "Servicing Records"), and (ii) such Borrower grants the Lender a Bond Trustee is entitled security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of each Borrower or its designee to service in conformity with this Section and any other obligation of the Borrowers to the Lender. The Borrowers covenants to safeguard such Servicing Records and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender's request. (c) If the Mortgage Loans are serviced by a third party servicer other than Aames Funding Corporation (such third party servicer, the "Servicer"), the Borrowers (i) shall provide a copy of the servicing agreement to the Lender, which shall be in form and substance acceptable to the Lender (the "Servicing Agreement"), and (ii) shall provide a Servicer Notice to the Servicer substantially in the form of Exhibit G hereto (a "Servicer Notice") and shall cause the Servicer to acknowledge and agree to the same, and (iii) hereby irrevocably assigns to the Lender and the Lender's successors and assigns all right, title, interest of the Borrowers in, to and directed by under, and the applicable bondholders of the Bonds under the applicable Indenture to exercise its rightbenefits of, pursuant to the related Bond Agreements, to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions of this any Servicing Agreement and consult with the other with respect to the Person who would replace the Company in such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicableMortgage Loans. Any successor to the Company in such capacities Master Servicer shall be agreed approved in writing by the Lender and shall acknowledge and agree to by each Bond Trustee a Servicer Notice prior to such successor's assumption of servicing obligations with respect to the Mortgage Loans. (in accordance with d) If the Bond Agreements) and the Administrative Agent within ten (10) Business Days servicer of the date of Mortgage Loans is a Borrower or the Servicer Termination Noticeis an Affiliate of a Borrower, and such successor Borrower shall be subject provide to satisfaction the Lender a letter from the Borrowers or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Lender may terminate any Servicing Agreement and in any event transfer servicing to the Receivables Agreements. “Business Day” means Lender's designee, at no cost or expense to the Lender, it being agreed that the Borrowers will pay any day other than and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of the Lender. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, the Borrowers will have no right to modify or alter the terms of such Mortgage Loan and the Borrowers will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in the Custodial Agreement. (f) In the event a SaturdayBorrower or its Affiliate is servicing the Mortgage Loans, Sundaysuch Borrower shall permit the Lender to inspect such Borrower's or its Affiliate's servicing facilities, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection Agentcase may be, for the purpose of satisfying the Lender that such Borrower or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Loan Agreement.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant The Borrower covenants to Section 2, maintain or cause the Company, servicing of the Mortgage Loans to be maintained in its role as collection agent hereunder, shall allocate conformity with accepted and remit funds received from Customers prudent servicing practices in the industry for the benefit same type of mortgage loans as the each Bond Issuer, each Bond Trustee, Mortgage Loans and in a manner at least equal in quality to the Buyer and servicing the Receivables Lenders, respectively, and, until Borrower provides for mortgage loans which it owns. In the Company’s access to event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the Buyer Accounts is revoked pursuant to date on which all the Account Control Agreements, shall control Secured Obligations have been paid in full or (iii) the movement transfer of such funds out of servicing approved by the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables AgreementsBorrower. (b) In If the event Mortgage Loans are serviced by the Borrower, (i) the Borrower agrees that the Lender is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage Loans (the "Servicing Records"), and (ii) the Borrower grants the Lender a Bond Trustee is entitled security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of the Borrower or its designee to service in conformity with this Section and any other obligation of the Borrower to the Lender. The Borrower covenants to safeguard such Servicing Records and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender's request. (c) If the Mortgage Loans are serviced by a third party servicer (such third party servicer, the "Servicer"), the Borrower (i) shall provide a copy of the servicing agreement to the Lender, which shall be in form and substance reasonably acceptable to the Lender (the "Servicing Agreement"); and (ii) hereby irrevocably assigns to the Lender and the Lender's successors and assigns all right, title, interest of the Borrower in, to and directed by under, and the applicable bondholders of the Bonds under the applicable Indenture to exercise its rightbenefits of, pursuant to the related Bond Agreements, to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions of this any Servicing Agreement and consult with the other with respect to the Person who would replace Mortgage Loans. The Lender hereby approves ERE Yarmouth, as the Company in initial Servicer, and the terms of the Existing Servicing Agreement and the Existing Advisory Agreement. Any amendments to such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer agreements which materially increase the fees payable by the Borrower or materially modify the Servicer's rights or obligations under the Receivables Existing Servicing Agreement, as applicable. Any successor to the Company in such capacities shall be agreed to by each Bond Trustee (in accordance with the Bond Agreements) and the Administrative Agent within ten (10) Business Days of the date of the Servicer Termination Notice, and such successor Agreement shall be subject to satisfaction the Lender's approval, which shall not be unreasonably withheld. (d) If the servicer of the Rating Agency Condition (as defined below) and otherwise satisfy Mortgage Loans is the provisions Borrower or the Servicer is an Affiliate of the Receivables Borrower, the Borrower shall provide to the Lender a letter from the Borrower or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Servicing Agreement and transfer servicing to its designee, at no cost or expense to the Receivables Agreements. “Business Day” means Lender, it being agreed that the Borrower will pay any day other than a Saturdayand all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of the Lender. (e) After the Funding Date, Sundayuntil the pledge of any Mortgage Loan is relinquished by the Custodian, the Borrower will have no right to modify or any holiday for national banks alter the terms of such Mortgage Loan and the Borrower will have no obligation or any New York banking corporation right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided in Charlottethe Custodial Agreement. (f) In the event the Borrower or its Affiliate is servicing the Mortgage Loans, North Carolinathe Borrower shall permit the Lender to inspect the Borrower's or its Affiliate's servicing facilities, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection Agentcase may be, for the purpose of satisfying the Lender that the Borrower or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Loan Agreement.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant The Borrowers covenant to Section 2, maintain or cause the Company, servicing of the Mortgage Loans to be maintained in its role as collection agent hereunder, shall allocate conformity with accepted and remit funds received from Customers prudent servicing practices in the industry for the benefit same type of mortgage loans as the each Bond Issuer, each Bond Trustee, Mortgage Loans and in a manner at least equal in quality to the Buyer and servicing the Receivables Lenders, respectively, and, until Borrowers provide for mortgage loans which they own. In the Company’s access to event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the Buyer Accounts is revoked pursuant to date on which all the Account Control Agreements, shall control Secured Obligations have been paid in full or (iii) the movement transfer of such funds out of servicing approved by the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables AgreementsBorrowers. (b) In If the event Mortgage Loans are serviced by a Borrower, (i) the Borrower agrees that the Lender is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage Loans (the "SERVICING RECORDS"), and (ii) the Borrower grants the Lender a Bond Trustee is entitled security interest in all servicing fees and rights relating to the Mortgage Loans and directed by all Servicing Records to secure the applicable bondholders obligation of the Bonds under the applicable Indenture Borrower or its designee to exercise its right, pursuant to the related Bond Agreements, to replace the Company as Property Servicer, or service in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions of this Agreement and consult with the other with respect to the Person who would replace the Company in such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicable. Any successor to the Company in such capacities shall be agreed to by each Bond Trustee (in accordance with the Bond Agreements) and the Administrative Agent within ten (10) Business Days of the date of the Servicer Termination Notice, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance conformity with this Section 4 is referred to herein as the “Replacement Collection Agent.” The parties hereto agree that and any entity succeeding to the rights other obligation of the Company as Receivables Servicer or as Property Servicer shall be the same entity.the

Servicing. (a) Pursuant The Seller covenants to Section 2, maintain or cause the Company, in its role as collection agent hereunder, shall allocate and remit funds received from Customers for the benefit servicing of the each Bond Issuer, each Bond Trustee, Purchased Loans to be maintained in conformity with Accepted Servicing Practices. In the Buyer and event that the Receivables Lenders, respectively, and, until the Company’s access to preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) thirty (30) days after the last Purchase Date of such Purchased Loan, (iii) the date on which all the Repurchase Obligations have been paid in full or (iv) the transfer of servicing approved by the Seller. Upon any such termination, Seller shall comply with the requirements set forth in Section 7.31 as to the delivery of the Buyer Accounts is revoked pursuant to the Account Control Agreements, shall control the movement of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements Servicing Records and the Receivables Agreementsphysical servicing of each Purchased Loan. (b) In During the event period the Seller or Servicer is servicing the Purchased Loans, (i) the Seller agrees that the Buyer is the owner of the Servicing Rights and all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Mortgage Loans (the “Servicing Records”), and (ii) the Seller grants the Buyer a Bond Trustee security interest in all servicing fees and rights relating to the Purchased Loans and all Servicing Records to secure the obligation of the Seller or its designee to service in conformity with this Section 13.22 and any other obligation of the Seller to the Buyer. At all times during the term of this Repurchase Agreement, the Seller covenants to hold such Servicing Records in trust for the Buyer and to safeguard, or cause each Servicer to safeguard, such Servicing Records and to deliver them, or cause any such Servicer to deliver them to the extent permitted under the related Servicing Agreement promptly to the Buyer or its designee (including Custodian) at the Buyer’s request or otherwise as required by operation of Section 7.31 hereof. It is entitled to understood and directed agreed by the applicable bondholders parties that prior to an Event of Default, the Seller, as servicer shall retain the servicing fees with respect to the Purchased Loans. (c) If the Purchased Loans are, at any time during the term of this Repurchase Agreement, serviced by a third party servicer (such third party servicer, the “Servicer”), such Servicer must be acceptable to RHS, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac, FHA or VA, as applicable, and each Seller (i) shall provide a copy of the Bonds under the applicable Indenture to exercise its right, pursuant servicing agreement to the related Bond AgreementsBuyer, which shall be in form and substance acceptable to replace the Company as Property ServicerBuyer (the “Servicing Agreement”), or and (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role form of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties Exhibit G hereto (a “Servicer Termination NoticeNotice and Agreement”) and shall cause the Servicer to acknowledge and agree to the same. Any successor or assignee of a Servicer shall be approved in accordance with writing by the notice provisions Buyer and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor’s assumption of this Agreement and consult with the other servicing obligations with respect to the Person who would replace the Company in such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicableMortgage Loans. Any successor transfer of servicing of Mortgage Loans to the Company in such capacities shall be agreed to by each Bond Trustee (in accordance with the Bond Agreements) and the Administrative Agent within ten (10) Business Days of the date of the any Servicer Termination Notice, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred 13.22(c), shall be subject to herein the Buyer’s ownership and security interest in the Servicing Rights, (including, without limitation, the security interest created under Section 4.01(b)), the Buyer’s security interest in any payments received or to be received by the Seller in connection with such transfer or to any payments of any kind with respect to the Mortgage Loans being serviced by the Servicer and such transfer shall be subject to the Buyer’s right to terminate the Servicing Agreement with such transferee and to cause such transferee to transfer the servicing rights to the Buyer’s designee, in each case as more particularly set forth in this Section 13.22(c). (d) Seller, in its capacity as Servicer of the “Replacement Collection AgentPurchased Loans, hereby agrees that, upon the occurrence of an Event of Default, the Buyer may terminate Seller as Servicer and transfer servicing to the Buyer’s designee, at no cost or expense to the Buyer, it being agreed that the Seller will pay any and all fees required in connection with such termination and transfer of servicing to the designee of the Buyer.” The parties hereto agree that any entity succeeding (e) In addition to the rights provided in Section 13.22(a), the Buyer shall have the right, exercisable at any time in its sole discretion, upon written notice, to terminate the Seller or any Servicers as servicer, respectively, of any Purchased Loans and any related Servicing Agreement. Upon any such termination, the Seller shall transfer or shall cause Servicer to transfer such servicing with respect to such Purchased Loans to the Buyer or its designee, at no cost or expense to the Buyer. The Seller agrees to cooperate with the Buyer in connection with the transfer of servicing. (f) After the Purchase Date for any Purchased Loan, until such Purchased Loan is repurchased by the Seller and possession thereof is relinquished by the Custodian, the Seller will have no right to modify or alter the terms of such Purchased Loan and the Seller will have no obligation or right to repossess such Purchased Loan or substitute another Purchased Loan, except as provided in the Custodial Agreement. (g) In the event the Seller or its Affiliate is servicing the Purchased Loans, the Seller shall permit the Buyer from time to time to inspect the Seller’s or its Affiliate’s servicing facilities, as the case may be, for the purpose of satisfying the Buyer that the Seller or its Affiliate, as the case may be, has the ability to service the Purchased Loans as provided in this Repurchase Agreement. (h) The Buyer shall have the right in its sole discretion to appoint a third party to perform due diligence with respect to the Seller’s servicing facilities at any time. The Seller shall cooperate with the Buyer and/or its designees to provide access to the Seller’s servicing facilities including without limitation its books and records with respect to the Seller’s servicing portfolio and the Purchased Loans. In addition to the foregoing, the Seller shall permit the Buyer to inspect upon reasonable prior written notice at a mutually convenient time, the Seller’s or its Affiliate’s servicing facilities, as the case may be, for the purpose of satisfying the Buyer that the Seller or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Agreement. In addition, with respect to any Servicer which is not an Affiliate of the Company as Receivables Seller, the Seller shall use its best efforts to enable the Buyer to inspect the servicing facilities of such Servicer and to cause such Servicer to cooperate with the Buyer and/or its designees in connection with any due diligence performed by the Buyer and/or such designees in accordance with this Section 13.22(h). The Seller and the Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by the Buyer in connection with any due diligence or as Property Servicer inspection performed pursuant to this Section 13.22(h) shall be paid by the same entityBuyer.

Servicing. (a) Pursuant The Borrower covenants to Section 2, maintain or cause the Company, servicing of the Mortgage Loans to be maintained in its role as collection agent hereunder, shall allocate conformity with accepted and remit funds received from Customers prudent servicing practices in the industry for the benefit same type of mortgage loans as the each Bond Issuer, each Bond Trustee, Mortgage Loans and in a manner at least equal in quality to the Buyer and servicing the Receivables Lenders, respectively, and, until Borrower provides for mortgage loans which it owns. In the Company’s access to event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the date on which all the Secured Obligations have been paid in full or (iii) the transfer of servicing approved by the Lender in writing. The Lender hereby approves Ocwen Federal Bank FSB as the initial servicer (the "Initial Servicer") of the Buyer Accounts Mortgage Loans. If the ---------------- Initial Servicer is revoked pursuant to terminated as servicer for any reason, New Century Mortgage Corporation, an Affiliate of the Account Control AgreementsBorrower, shall control be the movement of such funds out successor servicer of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables AgreementsMortgage Loans. (b) In If the event that a Bond Trustee is entitled to and directed Mortgage Loans are serviced by the applicable bondholders Borrower, (i) the Borrower agrees that the Lender is the collateral assignee of all servicing records, including, but not limited to, any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Mortgage Loans (the "Servicing Records"), and (ii) ----------------- the Borrower grants the Lender a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of the Bonds under Borrower or its designee to service in conformity with this Section and any other obligation of the applicable Indenture to exercise its right, pursuant Borrower to the related Bond AgreementsLender. The Borrower covenants to safeguard such Servicing Records and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender's request. (c) If the Mortgage Loans are serviced by a third party servicer (such third party servicer, the "Third Party Servicer") the Borrower (i) shall -------------------- provide a copy of the servicing agreement to replace the Company as Property ServicerLender, or which shall be in form and substance acceptable to the Lender (the "Servicing Agreement"), and (ii) ------------------- shall provide a Servicer Notice to the Third Party Servicer substantially in the form of Exhibit G hereto (a "Servicer Notice") and shall cause such Third Party --------- --------------- Servicer to acknowledge and agree to the same. Any successor or assignee of a Third Party Servicer shall be approved in writing by the Lender and shall acknowledge and agree to a Servicer Notice prior to such successor's assumption of servicing obligations with respect to the Mortgage Loans. (d) If the Servicer of the Mortgage Loans is the Borrower or an Affiliate of the Borrower, the Borrower shall provide to the Lender a letter to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Servicing Agreement and in any event transfer servicing to the Lender's designee, at no cost or expense to the Lender, it being agreed that the Administrative Agent is entitled to Borrower will pay any and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore all fees required to terminate the role Servicing Agreement and to effectuate the transfer of servicing to the designee of the Company as Lender. (e) After the provider Funding Date, until the pledge of any Mortgage Loan is relinquished by the Allocation Services hereunderCustodian, (i) the party desiring or directed to exercise such right Borrower shall promptly give prior written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions Lender of this Agreement and consult with the other with respect any proposed modification or alteration to the Person who would replace terms of any such Mortgage Loan and unless the Company in Borrower shall have received the Lender's written approval of such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicable. Any successor to the Company in such capacities shall be agreed to by each Bond Trustee modification or alteration within five (in accordance with the Bond Agreements) and the Administrative Agent within ten (105) Business Days thereafter, in the event the Borrower nevertheless makes such modification or alteration to the terms of the date of the Servicer Termination Noticesuch Mortgage Loan thereafter, such Mortgage Loan shall thereupon have a Collateral Value equal to zero, and (ii) the Borrower will have no obligation or right to repossess such successor Mortgage Loan or substitute another Mortgage Loan, except as provided in the Custodial Agreement. (f) In the event the Borrower or its Affiliate is servicing the Mortgage Loans, the Borrower shall permit the Lender from time to time during business hours and upon prior reasonable notice (provided, that if a Default shall have occurred and be continuing, no such notice shall be subject required) to satisfaction of inspect the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a SaturdayBorrower's or its Affiliate's servicing facilities, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection Agentcase may be, for the purpose of satisfying the Lender that the Borrower or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Loan Agreement.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant Each of NCCC, NCRC, NCMC, New Century and Home123 covenants to Section 2, maintain or cause the Company, servicing of the Mortgage Loans to be maintained in its role as collection agent hereunder, shall allocate conformity with accepted and remit funds received from Customers prudent servicing practices in the industry for the benefit same type of mortgage loans as the each Bond Issuer, each Bond Trustee, Mortgage Loans and in a manner at least equal in quality to the Buyer and servicing Seller provides for mortgage loans which it owns. In the Receivables Lenders, respectively, and, until event that the Company’s access to preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, (ii) the Buyer Accounts is revoked pursuant to date on which this Agreement terminates or (iii) the Account Control Agreements, shall control the movement transfer of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables Agreementsservicing approved by Buyer. (b) In If the event Mortgage Loans are serviced by Seller, Seller agrees that a Bond Trustee Buyer is entitled the owner of all servicing records, including but not limited to any and directed by all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the applicable bondholders servicing of the Bonds under Mortgage Loans (the applicable Indenture “Servicing Records”). Seller covenants to exercise safeguard such Servicing Records and to deliver them promptly to Buyer or its rightdesignee (including Custodian) at Buyer’s request. (c) If the Mortgage Loans are serviced by a person other than Seller (such third party the “Servicer”), pursuant to the related Bond AgreementsSeller (i) shall, to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with Section (3)(b)(7), provide a copy of the notice provisions servicing agreement to Buyer, which shall be in form and substance acceptable to Buyer (the “Servicing Agreement”), and shall provide a Servicer Notice to Buyer substantially in the form of this Exhibit VII hereto, fully executed by Seller and the Servicer; and (ii) hereby irrevocably assigns to Buyer and Buyer’s successors and assigns all right, title and interest of Seller in, to and under, and the benefits of, any Servicing Agreement and consult with the other with respect to the Mortgage Loans. Seller agrees that no Person who would replace shall assume the Company in such capacity and also in its other capacities servicing obligations with respect to the Mortgage Loans as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicable. Any successor to the Company Servicer unless such successor is approved in writing by Buyer prior to such capacities shall be agreed to by each Bond Trustee assumption of servicing obligations. (in accordance with d) If the Bond Agreements) and the Administrative Agent within ten (10) Business Days servicer of the date Mortgage Loans is Seller, upon the occurrence of an Event of Default, Buyer shall have the right to terminate the Seller as servicer of the Mortgage Loans and transfer servicing to Buyer’s designated Servicer, at no cost or expense to Buyer, at any time thereafter. If the Servicer Termination of the Mortgage Loans is not Seller, Buyer shall have the right, as contemplated in the applicable Servicer Notice, and such successor shall be subject upon the occurrence of an Event of Default, to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables terminate any applicable Servicing Agreement and transfer servicing to Buyer’s designated Servicer, at no cost or expense to Buyer, it being agreed that Seller will pay any and all fees required to terminate such Servicing Agreement and to effectuate the Receivables Agreements. “Business Day” means transfer of servicing to Buyer’s designated Servicer, as well as any day other than a Saturdayservicing fees and expenses payable to such Servicer. (e) After the Purchase Date, Sundayuntil the repurchase of any Mortgage Loan, Seller will have no right to modify or any holiday for national banks alter the terms of such Mortgage Loan and Seller will have no obligation or any New York banking corporation right to repossess such Mortgage Loan or substitute another Mortgage Loan, in Charlotteeach case except as provided in the Custodial and Disbursement Agreement. (f) In the event Seller or its Affiliate is servicing the Mortgage Loans, North CarolinaSeller shall permit Buyer to inspect Seller’s or its Affiliate’s servicing facilities, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection Agentcase may be, for the purpose of satisfying Buyer that Seller or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Agreement.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant to Section 2the Servicing Agreement, the CompanyDebtor has contracted with First Investors Servicing Corporation (“FISC”) to act as servicer to manage, in its role collect and administer each of the Receivables. Until such time as collection agent hereunderFISC is terminated as servicer under the Servicing Agreement, references to the Servicer herein shall refer to FISC as servicer under the terms of the Servicing Agreement. In the event of a Servicer Termination Event pursuant to Section 5.01 of the Servicing Agreement, the Debtor, shall allocate upon the written direction of the Surety Bond Provider, or may, with the consent of the Surety Bond Provider, terminate FISC as Servicer thereunder, but in any event shall notify ▇▇▇▇▇’▇ and remit funds received from Customers S&P of such Servicer Termination Event. Upon the termination of FISC as servicer of the Receivables pursuant to Section 5.01 of the Servicing Agreement, a successor servicer shall be appointed pursuant to the terms of the Servicing Agreement and all references herein to the Servicer shall be deemed to refer to such successor servicer. (b) There shall be established on the Closing Date and maintained, for the benefit of the each Bond IssuerSecured Parties, each Bond Trustee, in the Buyer and the Receivables Lenders, respectively, and, until the Company’s access to one or more trust department of the Buyer Accounts is revoked Collateral Agent, a segregated account (the “Collection Account”), bearing a designation clearly indicating that all of the funds deposited therein are held for the benefit of the Secured Parties. Funds on deposit in the Collection Account (other than investment earnings) shall be invested by the Collateral Agent at the direction of the Debtor in Eligible Investments that will mature so that such funds will be available prior to the next succeeding Remittance Date, except that in the case of funds representing Collections with respect to a succeeding Collection Period, such Eligible Investments may mature so that such funds will be available no later than the Business Day prior to the Remittance Date for such Collection Period. Any funds on deposit in the Collection Account to be so invested shall be invested solely in Eligible Investments. On each Remittance Date, all interest and earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be available to make any payments required hereunder and shall be distributed pursuant to the Account Control Agreements, shall control the movement of such funds out of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) priorities set forth in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables AgreementsSection 5.1. (bc) In The Debtor shall cause the event that a Bond Trustee is entitled to and directed by the applicable bondholders of the Bonds under the applicable Indenture to exercise its right, pursuant to the related Bond Agreements, to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions of this Agreement and consult with the other with respect to the Person who would replace the Company in such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicable. Any successor to the Company in such capacities shall be agreed to by each Bond Trustee (in accordance with the Bond Agreements) and the Administrative Agent within ten (10) Business Days of the date of the Servicer Termination Notice, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and to deposit all Collections in the Receivables Agreements. “Collection Account no later than the close of business on the second Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as Day following receipt thereof by the “Replacement Collection AgentServicer.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.

Servicing. (a) Pursuant Each of FinPac and the Borrower covenants to Section 2maintain or cause the servicing of the Contracts to be maintained in conformity with the Servicing Agreement and accepted customary and prudent servicing practices in the industry for the same type of assets as the Contracts and in a manner at least equal in quality to the servicing FinPac provides for equipment lease contracts which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon payment in full to the CompanyLender of the Total Outstanding Advances and all other Secured Obligations under the Note, in its role as collection agent hereunderthis Loan Agreement and the other Loan Documents. (b) Each of FinPac and the Borrower agrees that (i) the Collateral Agent is the collateral assignee of all servicing records relating to the Collateral, shall allocate including but not limited to any and remit funds received from Customers all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer 59 Warehouse and Security Agreement tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Contracts (the "Servicing Records"), and (ii) the Borrower grants the Collateral Agent, for the benefit of the each Bond Issuer, each Bond Trustee, the Buyer Lender and the Receivables LendersHedge Counterparty, respectively, and, until the Company’s access to one or more a security interest in all of the Buyer Accounts is revoked pursuant Borrower's rights relating to the Account Control Agreements, shall control Contracts and all Servicing Records to secure the movement of such funds out obligation of the Deposit Accounts (such allocation, remittance and deposits hereafter called the “Allocation Services”) Borrower or its designee to service in accordance with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements and the Receivables Agreements. (b) In the event that a Bond Trustee is entitled to and directed by the applicable bondholders of the Bonds under the applicable Indenture to exercise its right, pursuant to the related Bond Agreements, to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice to the other parties (a “Servicer Termination Notice”) in accordance with the notice provisions of this Agreement and consult with the other with respect to the Person who would replace the Company in such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under the Receivables Servicing Agreement, as applicable. Any successor to the Company in such capacities shall be agreed to by each Bond Trustee (in accordance with the Bond Agreements) and the Administrative Agent within ten (10) Business Days of the date of the Servicer Termination Notice, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance conformity with this Section 4 is referred to herein as and any other obligation of the “Replacement Collection Agent.” The parties hereto agree that any entity succeeding Borrower to the rights Lender. Each of FinPac and the Borrower covenants to safeguard such Servicing Records and to deliver them promptly to the Lender or its designee (including the Collateral Agent) at the request of the Company as Receivables Servicer or as Property Servicer shall be the same entityLender.

Servicing. (a) Pursuant The Receivables Parties recognize the existence of rights in favor of the Transition Bond Trustee under the Indenture and the Transition Property Servicing Agreements to Section 2(i) replace Oncor Electric Delivery Company as the Initial TC Servicer thereunder and (ii) take control over collections relating to the Transition Charges, under certain limited circumstances described in the Indenture and the Transition Property Servicing Agreements, subject to applicable law and regulations, the CompanyFinancing Order and the terms of this Section 5. The TC Parties recognize the existence of rights in favor of the Receivables Parties under the Receivables Purchase Agreement and the Receivables Transfer Agreements to (i) replace TXU Business Services Company as servicer, subservicer or Collection Agent thereunder and (ii) take control over Collections relating to Eligible Assets, under certain limited circumstances described in the Receivables Purchase Agreement and the Receivables Transfer Agreements, subject to applicable law and regulations and the terms of this Section 5. (i) Notwithstanding the provisions of Section 5(a) above, the Receivables Parties acknowledge that under the terms of the Transition Property Servicing Agreements, upon a default by the Initial TC Servicer under the applicable Transition Property Servicing Agreement, the Transition Bond Trustee will be required to exercise its role right to appoint a replacement servicer, with respect to the related series of Transition Bonds, upon the instruction of the requisite percentage of holders of Transition Bonds of such series. After payment of Transition Charges as collection contemplated in this Section 5(b)(i), the Transition Bond Trustee shall, or shall cause the Initial TC Servicer or Replacement Servicer (as defined below) to, remit all Eligible Assets that remain in the possession of the Initial TC Servicer or Replacement Servicer, after such contemplated payment of Transition Charges, to the Initial Receivables Purchaser by paying such Eligible Assets directly into the applicable lock-box accounts subject to a Lock-Box Agreement (as defined in the Receivables Transfer Agreements) executed by and among the Administrative Agent, the bank or financial institution that maintains such lock-box accounts and the Receivables Agent, as agent hereunderfor the Initial Receivables Purchaser, shall allocate giving control of such lock-box account to the Administrative Agent. (ii) Notwithstanding the provisions of Section 5(a) above, the Receivables Parties acknowledge that under the terms of Finding of Fact No. 58(e)(3) and remit funds received Finding of Fact No. 58(e)(2), respectively, of the Financing Order under certain limited circumstances specified in the Financing Order, upon a default by a retail electric provider, among alternative options to be selected and implemented by the retail electric provider, (x) certain revenues and receipts from Customers retail electric customers of such retail electric provider, including collections relating to the Transition Charges and Collections relating to Eligible Assets, may be paid directly into a lock-box account controlled by the Initial TC Servicer and in that case amounts in such account must be applied first to pay Transition Charges then due and owing before the remaining amounts are released to the retail electric provider, or (y) other mutually suitable and agreeable arrangements with the Initial TC Servicer may be immediately implemented to pay Transition Charges then due. With respect to Finding of Fact No. 58(e) of the Financing Order, TXU Retail, for the benefit of the each Bond IssuerReceivables Parties, each Bond Trustee, hereby agrees to the Buyer following: (A) it irrevocably and unconditionally waives all right to select and implement the Receivables Lenders, respectively, and, until the Company’s access option pursuant to one or more Finding of Fact No. 58(e)(3) of the Buyer Accounts is revoked Financing Order; and (B) if it selects the option pursuant to the Account Control Agreements, shall control the movement Finding of such funds out Fact No. 58(e)(2) of the Deposit Accounts Financing Order, it (x) shall provide written notice within three Business Days to the Administrative Agent and each Managing Agent, including a written report in reasonable detail of the proposed arrangements to pay Transition Charges then due, (y) shall not implement such allocationproposed arrangements unless such proposed arrangements are in form and substance reasonably satisfactory to the Administrative Agent and each Managing Agent (taking into account continuity of perfection and priority of security interests, remittance priority of payment and deposits hereafter called such other matters as the “Allocation Services”) in accordance Administrative Agent and each Managing Agent shall deem relevant to protect their interests consistent with the terms of this Agreement. The same entity must always act as servicer in the performance of the Allocation Services as to both the Bond Agreements ) and the Receivables AgreementsAdministrative Agent and each Managing Agent consents to such proposed arrangements in writing, such consent not to be unreasonably withheld or delayed. (bi) In the event that a the Transition Bond Trustee is entitled to and directed by the applicable bondholders of the Bonds under the applicable Indenture to exercise its right, pursuant to the related Bond Agreements, to replace the Company as Property Servicer, or in the event that the Administrative Agent is entitled to and desires to exercise its right to replace Oncor Electric Delivery Company as the Initial TC Servicer with respect to a series of Transition Bonds, or a Receivables Party is entitled to and desires to exercise its right to replace TXU Business Services Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunderAgent, the party so desiring or directed to exercise such right shall promptly give written notice to the other parties (a “the "Servicer Termination Notice”") in accordance with the notice provisions of this Agreement and consult with the other with respect to the Person who would replace the Company in such capacity and also in its other capacities as Property Initial TC Servicer under each Bond Agreement and/or Receivables Servicer under or the Receivables Servicing AgreementAgent, as applicable, in such capacities. Any successor to the Company in such capacities shall be agreed to by each both the Transition Bond Trustee (in accordance with the Bond Agreements) and the Administrative Agent Receivables Parties within ten (10) Business Days of the date of the Servicer Termination Notice, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York). The Person named as replacement collection agent Initial TC Servicer or replacement Receivables Agent in accordance with this Section 4 5 is referred to herein as the “"Replacement Servicer" or "Replacement Collection Agent.” ," respectively. In the event that the Transition Bond Trustee and the Receivables Parties are unable to agree upon a Replacement Servicer or Replacement Collection Agent, as the case may be, on or before the tenth Business Day occurring from and after the Servicer Notice, a Replacement Servicer or Replacement Collection Agent, as the case may be, shall be promptly selected by the independent public accounting firm representing the Utility at such time, subject to the Rating Agency Condition. The parties hereto agree that any entity succeeding no retail electric provider affiliated with the Utility will constitute a successor to the Utility, as TC Servicer under this Agreement. (ii) In the event that the Transition Bond Trustee is entitled to and desires to exercise its rights to redirect collections relating to the Transition Charges, or a Receivables Party is entitled to and desires to exercise its rights to redirect Collections relating to the Eligible Assets, then the parties hereto agree that a financial institution chosen in accordance with the provisions set forth below (the "Designated Account Holder") shall replace each of the Company Initial TC Servicer (or Replacement Servicer, as the case may be) and Receivables Agent (or Replacement Collection Agent, as the case may be) with respect to the collection and disbursement of Transition Charges and related collections and Eligible Assets and Collections; provided that, with respect to the Deposit Accounts, Lock-Box Agreements (as defined in the Receivables Transfer Agreements), in form and substance, satisfactory to the Administrative Agent, shall be executed by the Designated Account Holder, the bank or financial institution that maintains such Deposit Accounts and the Administrative Agent (or such parties shall amend previously executed Lock-Box Agreements related to such Deposit Accounts, in form and substance satisfactory to the Administrative Agent and each Managing Agent), giving the Administrative Agent and Transition Bond Trustee control of such Deposit Accounts and perfecting the Receivable Parties' security interest in those certain revenues and receipts from retail electric customers that are Collections relating to Eligible Assets and the Transition Bond Trustee's security interest in those collections relating to Transition Charges; provided further that the Administrative Agent and the Transition Bond Trustee shall receive proper undated executed Post Office Box Notices (as defined in the Receivables Transfer Agreements), in form and substance satisfactory to the Administrative Agent, from the [Initial Receivables Purchaser] to any current and future United States Post Offices that maintain Post Office Boxes (as defined in the Receivables Transfer Agreements) receiving payments related to those certain revenues and receipts from retail electric customers that are Collections relating to Eligible Assets and collections that are related to the Transition Charges and, giving the Administrative Agent and Transition Bond Trustee control of such Post Office Boxes and perfecting the Receivable Parties' security interest in such Collections relating to Eligible Assets and the Transition Bond Trustee's security interest in collections relating to Transition Charges. The parties hereto agree that the Designated Account Holder shall be a financial institution selected by the Transition Bond Trustee in accordance with the terms of the Indenture and the Receivables Parties, (x) which has, at the time of its appointment, a minimum capital of $50,000,000 and is experienced in collecting utility company receivables and (y) whose appointment shall be subject to satisfaction of the Rating Agency Condition. In the event that the Transition Bond Trustee and the Receivables Parties are unable to agree within ten Business Days upon a Designated Account Holder (or a replacement Designated Account Holder if the then current Designated Account Holder is unable or unwilling to act in that capacity or defaults in its obligations under this Agreement in such capacity), a Designated Account Holder shall be promptly selected by the independent public accounting firm representing the Utility at such time, subject to the satisfaction of the Rating Agency Condition. (iii) Upon appointment of a Designated Account Holder pursuant to Section 5(c)(ii) above, the parties hereto agree that the Designated Account Holder shall be instructed by the Utility to, and the Designated Account Holder shall, (i) allocate and remit funds from the Deposit Accounts, in amounts calculated by the Utility, with such calculations provided to the Designated Account Holder on a daily basis to the persons entitled thereto, being the Transition Bond Trustee in the case of all collections relating to the Transition Charges and the Receivables Parties in the case of all Collections relating to the Eligible Assets, provided that, in the case of a shortfall of funds in the Deposit Accounts, such allocation and remittances shall be made, first, on a pro rata basis as between Transition Charges and Eligible Assets, excluding late charges, based on the respective amounts of Transition Charges and Eligible Assets billed to each retail electric customer and, second, by allocating any late charges to the Utility, and (ii) maintain records as to the amounts deposited into such account, the amounts remitted therefrom and the allocation as provided in clause (i) above. The fees and expenses of the Designated Account Holder shall be payable as follows: that portion of those fees and expenses allocable to collections relating to the Transition Charges shall be payable by the Initial TC Servicer or the Replacement Servicer, as the case may be, from, and only to the extent of, the servicer fees provided for in the Transition Property Servicer Servicing Agreements, and that portion of those fees and expenses allocable to Collections relating to the Eligible Assets shall be payable by the same entityReceivables Agent or the Replacement Collection Agent, as the case may be, from, and only to the extent of, the servicer fees provided for in the Receivables Purchase Agreement or the Receivables Transfer Agreements, as applicable. The TC Parties, the Utility, the Receivables Parties and the Receivables Sellers shall each have the right to require an accounting from time to time, but no more frequently than once monthly, of collections, allocations and remittances by the Designated Account Holder. The Designated Account Holder shall pay all reasonable fees and expenses of such accounting, and shall (i) treat such fees and expenses as having been incurred in its role as Collection Agent under the Receivables Transfer Agreements or the Receivables Purchase Agreement, as applicable, if such request for an accounting is made by any of the Receivables Parties or the Receivables Sellers and (ii) be reimbursed by the Initial TC Servicer or the Replacement Servicer, as the case may be, if such request for an accounting is made by the TC Parties or the Utility. (d) If a Replacement Servicer or Replacement Collection Agent cannot be appointed in accordance with Section 5(c)(i) above, then either the Transition Bond Trustee or the Receivables Parties may exercise its rights under Section 5(c)(ii) above for the appointment of a Designated Account Holder. (e) Anything in this Agreement to the contrary notwithstanding, any action taken by either the Transition Bond Trustee or a Receivables Party to appoint a Replacement Servicer or Replacement Collection Agent or designate the Designated Account Holder pursuant to this Section 5 shall be subject to the Rating Agency Condition and the consent, if required by law or the Financing Order, of the Public Utility Commission of Texas. For the purposes of this Agreement, the "Rating Agency Condition" means, with respect to any such action, notification to each rating agency then rating any class or series of Transition Bonds and any securities issued pursuant to any indenture, receivables transfer agreement or other document or agreement executed by the Receivables Sellers and the Receivables Parties in connection with a Receivables Financing or any commercial paper issued to fund the related sale or financing of Eligible Assets (collectively, the "Securities") of such action, and the receipt of written notification from each such rating agency, other than, with respect to Transition Bonds only, Moody's (as defined in the Indenture), that such action will not result in a reduction or withdrawal of its then current rating on Transition Bonds or the Securities. The parties hereto acknowledge and agree that the approval or the consent of the rating agencies which is required in order to satisfy the Rating Agency Condition is not subject to any standard of commercial reasonableness, and the parties are bound to satisfy this condition whether or not the rating agencies are unreasonable or arbitrary.

Servicing. (a) Pursuant The Borrower covenants to Section 2, cause the Company, in its role as collection agent hereunder, shall allocate and remit funds received from Customers for the benefit of the each Bond Issuer, each Bond Trustee, the Buyer and the Receivables Lenders, respectively, and, until the Company’s access Mortgage Loans to one or more of the Buyer Accounts is revoked be serviced pursuant to the Account Control Agreements, shall control Servicing Agreement and to cause the movement of such funds out Initial Servicer to provide written notice to the Lender within one (1) Business Day with respect to any Mortgage Loans that continue to be serviced by the Initial Servicer as of the Deposit Accounts (such allocation, remittance and deposits hereafter called 120th day after the “Allocation Services”) in accordance with date of the terms of this Agreementrelated Advance. The same entity must always act Borrower agrees that the Initial Servicer shall have no right to service any Mortgage Loan after the date which is 150 days as servicer in the performance of the Allocation Services as date of the related Advance without the prior written consent of the Lender, which may be given or withheld in its sole and absolute discretion. The payment of any servicing fees of an Initial Servicer shall be subordinate to both the Bond Agreements and payment of amounts due to the Receivables AgreementsLender under this Loan Agreement. (b) In During the event term of this Loan Agreement, (i) the Borrower agrees that the Lender has a Bond Trustee is entitled first priority perfected security interest in all servicing records, including but not limited to any and directed by all servicing agreements, files, documents, records, databases, computer tapes, copies of computer tapes, proofs of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of any Mortgage Loans (collectively, the "Servicing Records"), and (ii) the Borrower grants the Lender a security interest in all servicing fees, the Borrower's rights relating to the Mortgage Loans and all Servicing Records, in each case to secure the obligation of any Servicer to service in conformity with this Section and the Servicing Agreement and any other obligations of the Borrower to the Lender. The Borrower covenants to safeguard such Servicing Records and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender's request. (c) The Borrower shall provide a copy of the Servicing Agreement, or any amendments or supplements thereto, to the Lender at least three (3) Business Days prior to the applicable bondholders Funding Date or the date on which such Initial Servicer shall begin servicing the Mortgage Loans, which shall be in the form and substance acceptable to Lender, and the Borrower shall have obtained the written consent of the Bonds Lender for the Initial Servicer to service the Mortgage Loans. (d) The Borrower agrees that upon the occurrence of an Event of Default, the Lender may, in its sole discretion, terminate the Initial Servicer and all of its respective rights under the applicable Indenture to exercise its rightServicing Agreement, pursuant with or without cause, in each case without payment of any fee (including without limitation a termination fee) or any expense. In addition, the Borrower shall provide to the related Bond AgreementsLender a letter from the Borrower to the effect that, to replace upon the Company as Property Serviceroccurrence of an Event of Default, the Lender may terminate the Initial Servicer and all of its respective rights under the Servicing Agreement, with or without cause, in each case without payment of any fee (including without limitation a termination fee), or in the event any expense, and direct that the Administrative Agent is entitled to and desires to exercise its right to replace the Company as Receivables Servicer, and, in either such case, therefore to terminate the role of the Company as the provider of the Allocation Services hereunder, the party desiring or directed to exercise such right shall promptly give written notice collections with respect to the other parties (a “Servicer Termination Notice”) Mortgage Loans be remitted in accordance with the notice provisions of this Agreement and consult Lender's instructions. The Borrower agrees to cooperate with the other Lender in connection with any transfer of servicing of any Mortgage Loans. (e) After the Closing Date, and until the pledge of any Mortgage Loan is relinquished by the Custodian, the Borrower will have no right to modify or alter the terms of such Mortgage Loan or consent to the modification or alteration of the terms of such Mortgage Loan, and the Borrower will have no obligation or right to repossess any Mortgage Loan or substitute another Mortgage Loan, except as provided in any Custodial Agreement. (f) The Borrower shall permit the Lender, upon reasonable prior written notice (which shall be no more than five (5) Business Days' prior notice) and at a mutually convenient time, to inspect the Borrower's or any Related Party's servicing facilities, as the case may be, for the purpose of satisfying the Lender that the Borrower or such Related Party, as the case may be, has the ability to service the Mortgage Loans as provided in this Loan Agreement. In addition, with respect to a Servicer which is not a Related Party, the Person who would replace Borrower shall use its reasonable best efforts to enable the Company in Lender to inspect the servicing facilities of such capacity and also in its other capacities as Property Servicer under each Bond Agreement and/or Receivables Servicer under Servicer. (g) To the Receivables Servicing Agreement, as applicable. Any successor to the Company in such capacities extent that any provision of this Section 11.15 shall be agreed to by each Bond Trustee (in accordance conflict with the Bond Agreements) and the Administrative Agent within ten (10) Business Days of the date of the Servicer Termination Notice, and such successor shall be subject to satisfaction of the Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Receivables Servicing Agreement, the provisions of the Servicing Agreement and the Receivables Agreements. “Business Day” means any day other than a Saturday, Sunday, or any holiday for national banks or any New York banking corporation in Charlotte, North Carolina, Atlanta, Georgia or New York, New York. The Person named as replacement collection agent in accordance with this Section 4 is referred to herein as the “Replacement Collection Agentshall control.” The parties hereto agree that any entity succeeding to the rights of the Company as Receivables Servicer or as Property Servicer shall be the same entity.