Common use of Servicing Clause in Contracts

Servicing. (a) Borrower covenants to cause 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets as the Asset and the Underlying Loan and in a manner at least equal in quality to the servicing 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 not be unreasonably withheld, conditioned or delayed. (b) Borrower agrees that Lender is the collateral assignee of all servicing records of Borrower with respect to the 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 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 Servicing Records and, during the continuance of an Event of Default, to deliver them promptly to Lender or its designee (including the Custodian) 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 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 Closing Date, Borrower shall enter into a Servicer Notice and Agreement with the Servicer 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 Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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) Each Borrower covenants to maintain or cause the Asset and servicing of the Underlying Loan Mortgage Loans 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets mortgage loans as the Asset and the Underlying Loan Mortgage Loans and in a manner at least equal in quality to the servicing Guarantor such Borrower provides for assets owned mortgage loans 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 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 Guarantor or its Affiliates the Agent in writing. The Agent hereby approves New Century as the initial servicer (the “Accepted Servicing PracticesInitial Servicer”). Borrower shall not replace ) of 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 not be unreasonably withheld, conditioned or delayedMortgage Loans. (b) Borrower If the Mortgage Loans are serviced by New Century, (i) New Century agrees that Lender the Agent is the collateral assignee of all servicing records of Borrower with respect to the Assetrecords, if anyincluding, including but not limited to 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 Asset Mortgage Loans (the “Servicing Records”), and Borrower hereby (ii) New Century grants Lender the Agent, for the ratable benefit of the Lenders, a security interest in all of Borrower’s servicing fees and rights relating to the Asset Mortgage Loans and all Servicing Records to secure the obligation of Borrower New Century or its designee to service in conformity with this Section and any other obligation of Borrower New Century to Lenderthe Lenders. Borrower New Century covenants to safeguard such Servicing Records and, during the continuance of an Event of Default, and to deliver them promptly to Lender the Agent or its designee (including the Custodian) at Lenderthe Agent’s written 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 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 Mortgage Loans is a Borrower or an Affiliate of a Borrower, such Borrower shall provide to the Agent 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 the Agent’s designee, at no cost or expense to the Agent, it being agreed that such 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 Agent. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, (i) the Borrowers shall give prior written notice to the Agent of any proposed modification or alteration to the terms of any such Mortgage Loan and unless the Borrowers shall have received the Agent’s written approval of such modification or alteration within five (5) Business Days thereafter, in the event the Borrowers nevertheless make 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 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 any Borrower or its Affiliate is servicing the Mortgage Loans, such Borrower shall permit Lender 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 required) to inspect the Borrower’s or its Affiliates’ Affiliate’s servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, for the purpose of satisfying Lender the Agent that such Borrower or its AffiliatesAffiliate, as the case may be, have has the ability to manage service the Asset Mortgage Loans as provided in this Loan Agreement. (d) On or prior to the Closing Date, Borrower shall enter into a Servicer Notice and Agreement with the Servicer 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 Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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) Borrower Each Loan Party covenants to maintain or cause the Asset and servicing of the Underlying Loan Mortgage Loans 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets as the Asset and the Underlying Loan and in a manner at least equal in quality to the servicing Guarantor provides for assets owned by Guarantor or its Affiliates (“Accepted Servicing Practices”). Borrower In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall not replace terminate automatically upon the Servicer and/or enter into earliest of (i) an Event of Default, (ii) the date on which all the Obligations have been paid in full or consent to any other Person entering into(iii) a new Servicing Agreement with respect to the Asset without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedtransfer of servicing approved by the Loan Parties. (b) Borrower agrees If the Mortgage Loans are serviced by the Loan Parties, (i) the Loan Parties agree that Lender the Agent is the collateral assignee of all servicing records of Borrower with respect to the Asset, if anyrecords, 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 Asset Mortgage Loans (the “Servicing Records”), and Borrower hereby grants Lender (ii) the Loan Parties grant the Agent a security interest in all of Borrower’s servicing fees and rights relating to the Asset Mortgage Loans and all Servicing Records to secure the obligation of Borrower the Loan Parties or its their designee to service in conformity with this Section and any other obligation of Borrower the Loan Parties to Lenderthe Agent. Borrower covenants The Loan Parties covenant to safeguard such Servicing Records andand 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, during the continuance “Servicer”), the Loan Parties (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 Servicer substantially in the form of Exhibit C 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 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 Mortgage Loans is a Loan Party or the Servicer is an Affiliate of a Loan Party, such Loan Party shall provide to the Agent a letter from such Loan Party 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 Servicing Agreement and in any event transfer servicing to deliver them promptly the Agent’s designee, at no cost or expense to Lender or its the Agent, it being agreed that the Loan Parties will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee (including of the Custodian) at Lender’s written requestAgent. (ce) Borrower After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Agent, the Loan Parties will have no right to modify or alter the terms of such Mortgage Loan and the Loan Parties will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided herein. (f) In the event the Loan Parties or their Affiliate are servicing the Mortgage Loans, the Loan Parties shall permit Lender the Agent from time to time to inspect Borrower’s the Loan Parties’ or its their Affiliates’ servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, for the purpose of satisfying Lender the Agent that Borrower the Loan Parties or its their Affiliates, as the case may be, have has the ability to manage service the Asset Mortgage Loans as provided in this Loan Agreement. (d) On or prior to the Closing Date, Borrower shall enter into a Servicer Notice and Agreement with the Servicer 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 Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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) Borrower covenants to cause The parties hereto hereby agree that the Asset Servicer shall act as (i) an independent contractor of the SPC and the Underlying Loan Indenture Trustee (including for the benefit of the Investors, Enhancers (if any) and other Secured Parties) to administer the collection and servicing of all of the Purchased Diversified Payment Rights, and (ii) the collateral agent and bailee for the Indenture Trustee (for the benefit of the Investors, Enhancers (if any) and other Secured Parties) for the purposes of taking, perfecting and enforcing security interests in the Collateral, and the Servicer hereby agrees to administer the collection and servicing thereof (and the taking, perfecting and enforcing of security interests in the Collateral) for the benefit of such Persons. Except as otherwise provided herein, the Servicer shall have full power and authority to do any and all things in connection with such administration and servicing as it deems reasonably necessary or desirable, including appointing subservicers to perform one or more of its servicing obligations hereunder as provided in subsection (e). Without in any respect limiting the foregoing, the Servicer shall, in accordance with this Agreement but subject to all Applicable Laws (including, to the extent applicable, to ensure compliance with the Prohibited Nations Acts), manage and administer each of the Purchased Diversified Payment Rights, exercise all discretionary powers involved in such management, collection and administration and, except as otherwise provided in subsection (b), bear all costs and expenses incurred in connection therewith that may be serviced necessary or advisable and permitted for carrying out the transactions contemplated by Hanover Street Capitalthe Transaction Documents. In the management, LLC collection and administration of the Purchased Diversified Payment Rights, the Servicer shall exercise at least the higher of (“Hanover”i) the same care that a reasonable Person would exercise in handling similar matters for its own account and (ii) the same care that the Servicer exercises in handling similar matters for its own account, and in either event the Servicer shall create and administer policies and practices consistent therewith. The Servicer shall comply at all times, in all material respects, with good business policies, practices, procedures and internal controls in effect at such time with respect to servicing and collecting the Purchased Diversified Payment Rights. Subject to Article IV of the Indenture, the SPC shall pay the Servicer (unless the Servicer is the Bank, the SPC or another third party servicer that is not an Affiliate of Borrower and is reasonably acceptable to Lender either thereof) a fee (the “ServicerServicing Fee”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise in conformity with accepted customary and prudent servicing practices in on each Payment Date of 0.50% per annum of the industry total face amount of the Purchased Diversified Payment Rights generated during the preceding Quarterly Period as compensation for the same type of assets its performance as the Asset and the Underlying Loan and in a manner at least equal in quality to the servicing 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 not be unreasonably withheld, conditioned or delayedServicer. (b) Borrower agrees that Lender The Bank (whether or not it is the collateral assignee Servicer) shall pay, out of all servicing records its own funds, any wiring or similar administrative charges that are imposed in connection with the collection of Borrower with respect any Collections and the remitting of such Collections (or related notices and/or Payment Orders) to/from any Person (including any payments to Investors and Enhancers (if any) and sending information to the AssetBank in order to make arrangements for payment to the applicable DPR Payees). If, if anyinstead of being paid for directly by the Bank, including but any such charges are deducted from the amount of the Collections, then the Bank (whether or not limited to the Servicer) shall promptly indemnify the SPC for such charges by depositing an equivalent amount into a Concentration Account or the Collateral Account; it being understood that the Bank may retain for its own account any and all servicing agreementsamounts received from a DPR Payor, 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 DPR Payee or any other records relating to or evidencing Person as reimbursement for such charges (including any commissions received in connection therewith that are excluded from the servicing definition of the Asset (the “Servicing Records”), and Borrower hereby grants Lender a security interest in all of Borrower’s rights relating Purchased Diversified Payment Rights pursuant to the Asset and all Servicing Records to secure proviso in 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, during the continuance of an Event of Default, to deliver them promptly to Lender or its designee (including the Custodian) at Lender’s written requestdefinition thereof). (c) Borrower shall permit Lender The Servicer hereby agrees to inspect Borrower’s or its Affiliates’ servicing facilities cause to be established (and maintained in accordance with the terms hereof and of the other Transaction Documents) each Concentration Account, each other Trust Account and each other account required to be maintained by the Servicer and/or the SPC pursuant to Section 11.16 belowthe Indenture, as including any Indenture Supplement and the case may be, for other Transaction Documents and shall take all steps necessary (if any) on its part to perfect the purpose security interest of satisfying Lender that Borrower or its Affiliates, as the case may be, have the ability to manage the Asset as provided Indenture Trustee in this Loan Agreementsuch Trust Accounts. (d) On After its receipt thereof, the Servicer shall use commercially reasonable efforts immediately to segregate the Collections from any other payments or prior similar items received by it, including (i) any payments for which the identified payee is not located in Jamaica and (ii) any commissions that are excluded from the definition of Purchased Diversified Payment Rights pursuant to the Closing Date, Borrower shall enter into a Servicer Notice and Agreement with the Servicer proviso in the form attached hereto as Exhibit C.definition thereof. (e) At The obligation of the option of LenderServicer to service the Purchased Diversified Payment Rights is personal to the Servicer, and the parties recognize that another Person may not be qualified to perform such obligations. Accordingly, the Loan Servicer’s obligation to service the Purchased Diversified Payment Rights hereunder, to the extent permitted by Applicable Law, shall be specifically enforceable and shall be absolute and unconditional in all circumstances, including during the existence of any Early Amortization Event (including any Servicer Default) or Default; provided that a replacement Servicer may be serviced by one appointed pursuant to Article IV. The provisions of this subsection shall not preclude the Servicer from subcontracting any 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 Lender may delegate all or any portion of its responsibilities under hereunder so long as it shall retain supervisory control of any such subcontractor and shall comply with the requirements of Section 5.2 before entering into any such subcontracting arrangement. The Servicer shall ensure, as a condition precedent to entering into any such subcontracting arrangement, that each such subcontractor shall agree to service the Purchased Diversified Payment Rights in accordance with all Applicable Laws (including, to the extent applicable, the Prohibited Nations Acts) and this Loan Agreement and the other Loan Transaction Documents and has the ability to Loan Servicerdo so. Anything herein to the contrary notwithstanding, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan the Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall be fully responsible for any costs and expenses all acts or failures to act of Loan any such subcontractor to the same extent as if the Servicer were performing or directly responsible for such subcontractor’s duties and responsibilities. (f) The Servicer shall not resign from its obligations hereunder except upon its reasonable determination that (i) the performance of such obligations is no longer permissible under Applicable Law and (ii) there is no reasonable action that it could take to make such performance permissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) by an Opinion of Counsel to the Servicer to the extent such costs effect and expenses would otherwise be payable as to clause (ii) by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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 Officers’ Certificate of the LoanServicer, payable on in each case addressed to the SPC, the Indenture Trustee, each Enhancer (if any) and each Rating Agency. No such resignation shall become effective until a monthly basis ($1,750 per month) on each Payment Date (successor servicer shall have assumed in writing the “Loan Servicing Fee”). Notwithstanding any collection responsibilities and obligations of the Loan Servicing Fee Servicer in accordance with Section 4.3. (g) Each of the SPC and the Indenture Trustee hereby grants to the Servicer a revocable power-of-attorney, which power is coupled with an interest, with full power of substitution, to take in the name of the SPC and/or the Indenture Trustee or in its own name all steps necessary or advisable to endorse, negotiate, deliver or otherwise realize upon the Purchased Diversified Payment Rights or any writing or other report of any kind held or owned by Lender the SPC or transmitted to or received by the Servicer as payment on account or otherwise in respect of any Purchased Diversified Payment Right. (h) Except when any Servicer Default exists, the SPC hereby authorizes the Servicer (on behalf of Loan the SPC) to instruct the Indenture Trustee and each Trustee with respect to the investment of funds held in the Trust Accounts. (i) The Servicer’s obligations under this Agreement shall terminate on the Sale Termination Date; provided that if the Bank is no longer the Servicer, then the Loan Servicing Fee will Servicer shall on the Sale Termination Date: (i) transfer all records and documents relating to the Diversified Payment Rights to the Bank (it being understood that the Servicer may retain a copy of all such records and documents) and (ii) execute and deliver all documents and instruments related thereto as may be deemed to have been paid directly to Servicerreasonably requested by the Bank.

Servicing. (a) Borrower covenants to cause the Asset Seller and the Underlying Loan to be serviced by Hanover Street Capital, LLC (“Hanover”) or another third party servicer Buyer agree that is not an Affiliate of Borrower and is reasonably acceptable to Lender (the “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“all Servicing Agreement”), and otherwise in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets as the Asset and the Underlying Loan and in a manner at least equal in quality to the servicing 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 Rights with respect to the Asset without LenderPurchased Loans 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 such applicable Purchased Loan. Notwithstanding the purchase and sale of the Purchased Loans and Servicing Rights hereby, Seller or, upon request of Seller, any third party servicer approved by Buyer shall be granted a revocable license to exercise the Servicing Rights with respect to the Purchased Loans for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate a Purchased Loan prior to the Repurchase Date pursuant to Section 8, Buyer’s assigns (which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default); provided, however, that the obligations of Seller or such third party to service the Purchased Loans shall cease, at Seller’s option, upon the payment by Seller to Buyer of the Repurchase Price therefor. Seller shall service or cause the servicer to service the Purchased Loans pursuant to this Agreement in accordance with Accepted Servicing Practices approved by Buyer in the exercise of its reasonable business judgment and maintained by other prudent mortgage lenders with respect to senior interests in mortgage loans similar to the Purchased Loans. Seller shall obtain the written consentconsent of Buyer prior to appointing any third party servicer for a Purchased Loan, which consent shall not be unreasonably withheld, conditioned withheld or delayeddelayed so long as such servicer is rated not lower than “Average” by Standard & Poor’s Ratings Services in its ratings of primary servicers. (b) Borrower Seller agrees that Lender Buyer is the collateral assignee owner of all servicing records of Borrower with respect to the Asset, if anyrecords, including but not limited to any and all servicing agreementsagreements (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 the Asset Purchased Loans (the “Servicing Records”), and Borrower hereby ) so long as the Purchased Loans are subject to this Agreement. Seller grants Lender Buyer a security interest in all of Borrower’s servicing fees and rights relating to the Asset Purchased Loans and all Servicing Records to secure the obligation of Borrower the Seller or its designee to service in conformity with this Section and any other obligation of Borrower Seller to LenderBuyer. Borrower Seller covenants to safeguard such Servicing Records and, which are in Seller’s possession 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 deliver them promptly to Lender the Purchased Loans on a servicing released basis or its designee (including ii) terminate the Custodian) at Lender’s written request. (c) Borrower shall permit Lender to inspect Borrower’s Seller or its Affiliates’ servicing facilities pursuant to Section 11.16 belowany servicer of the Purchased Loans with or without cause, as the in each case may be, for the purpose without payment 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 Agreementany termination fee. (d) On Seller shall not employ or permit a servicer to employ sub-servicers to service the Purchased Loans without the prior written approval of Buyer, which consent shall not be unreasonably withheld or delayed so long as such sub-servicer is rated not lower than “Average” by Standard & Poor’s Ratings Services in its ratings of primary servicers. If the Purchased Loans are serviced by a sub-servicer to the Closing DateSeller, Borrower Seller shall enter into a Servicer Notice irrevocably assign all rights, title and Agreement with the Servicer interest in the form attached hereto as Exhibit C.Servicing Agreements in the Purchased Loans to Buyer. (e) At Seller shall cause any sub-servicers engaged by Seller to execute a letter agreement with Buyer acknowledging Buyer’s security interest, agreeing that it shall deposit all Income with respect to the option applicable Purchased Loan(s) in the Cash Management Accounts and acknowledging that upon the occurrence and during the continuance of Lender, the Loan an Event of Default Buyer may be serviced by one or more servicers/trustees (any terminate such servicer/trustee, together with its agent’s, nominees or designees, are collectively referred to as “Loan Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer without the requirement to pay any termination or sub-servicers. Borrower similar fee. (f) The payment of servicing fees shall be responsible for subordinate to payment of amounts outstanding under any costs Transaction and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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 Servicerthis Agreement.

Servicing. (a) Borrower covenants to maintain or cause the Asset and servicing of the Underlying Loan Collateral to be serviced by Hanover Street Capital, LLC (“Hanover”) or another third party servicer that is not an Affiliate maintained with respect to each type of Borrower and is reasonably acceptable Collateral pledged to Lender (the “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise hereunder in conformity with accepted customary and prudent servicing practices in the industry for the such same type of assets as the Asset and the Underlying Loan Collateral and in a manner at least equal in quality to the servicing Guarantor Borrower provides for assets owned similar to such Collateral 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 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 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 and Lender’s prior written consent, which Lender's consent shall not be unreasonably withheld. Midland Loan Services, conditioned or delayedInc. ("Midland") shall be the initial servicer. (b) If the Collateral, or any portion thereof, is serviced by Borrower, (i) Borrower agrees that Lender is the collateral assignee of all servicing records of Borrower with respect to the Asset, if anyrecords, 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 Asset such Collateral (the “"Servicing Records”"), and (ii) Borrower hereby grants Lender a security interest in all of Borrower’s servicing fees and rights relating to the Asset 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, during the continuance of an Event of Default, and to deliver them promptly to Lender or its designee (including the Custodian) at Lender’s written 's request. (c) If the Collateral, or any portion thereof, is 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 under, and the benefits of, any Servicing Agreement with respect to such Collateral. Any successor to the Servicer shall be approved in writing by Lender prior to 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 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 satisfaction 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 permit provide to Lender to inspect Borrower’s a letter from Borrower (if Borrower is the Servicer) or its Affiliates’ servicing facilities pursuant to Section 11.16 belowthe Servicer, as the case may be, for to the purpose effect that upon the occurrence of satisfying an Event of 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 or its Affiliates, as will pay any and all fees required to terminate the case may be, have Servicing Agreement and to effectuate the ability to manage the Asset as provided in this Loan Agreement. (d) On or prior transfer of servicing to the Closing Date, Borrower shall enter into a Servicer Notice and Agreement with the Servicer in the form attached hereto as Exhibit C. (e) At the option designee 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 Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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) The Borrower covenants to maintain or cause the Asset and servicing of the Underlying Loan Mortgage Loans 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets mortgage loans as the Asset and the Underlying Loan Mortgage Loans and in a manner at least equal in quality to the servicing Guarantor the Borrower provides for assets owned to mortgage loans 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 the earliest of (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing approved 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 not be unreasonably withheld, conditioned or delayedBorrower. (b) If the Mortgage Loans are serviced by the Borrower, (i) the Borrower agrees that Lender is the collateral assignee owner of all servicing records of Borrower with respect to the Asset, if anyrecords, 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 Asset Mortgage Loans (the “"Servicing Records”"), and (ii) the Borrower hereby grants the Lender a security interest in all of Borrower’s servicing fees and rights relating to the Asset 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, during the continuance of an Event of Default, and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender’s written '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, title, interest and the benefits of the Servicing Agreements with respect to the Mortgage Loans. (d) If the Servicer is the Borrower or an Affiliate of the Borrower, the Borrower shall provide to the Lender a letter from the Servicer to the effect that upon the occurrence of an Event of Default, the Lender may terminate the Servicing Agreement and transfer such servicing to its designee, at no cost or expense to the Lender, 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 Lender. (e) After the Funding Date, until the pledge of such Mortgage Loan is relinquished by the Custodian, the Borrower will have no right to modify or alter the terms of the Mortgage Loan and the Borrower will have no obligation or right to repossess the 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 to inspect the Borrower’s 's or its Affiliates’ Affiliate's servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, for the purpose of satisfying the Lender that the Borrower or its AffiliatesAffiliate, as the case may be, have has the ability to manage service the Asset Mortgage Loans as provided in this Loan Agreement. (d) On or prior to the Closing Date, Borrower shall enter into a Servicer Notice and Agreement with the Servicer 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 Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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) Each Borrower covenants to maintain or cause the Asset and servicing of the Underlying Loan Mortgage Loans 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary and prudent servicing practices Accepted Servicing Practices in the industry for the same type of assets mortgage loans as the Asset and the Underlying Loan Mortgage Loans and in a manner at least equal in quality to the servicing Guarantor each Borrower provides for assets owned mortgage loans 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 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 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 not be unreasonably withheld, conditioned or delayedBorrowers. (b) If the Mortgage Loans are serviced by a Borrower, (i) such Borrower agrees that the Lender is the collateral assignee of all servicing records of Borrower with respect to the Asset, if anyrecords, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapesfiles, copies of computer tapesfiles, 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 Asset Mortgage Loans (the “Servicing Records”), and (ii) such Borrower hereby grants the Lender a security interest in all of Borrower’s servicing fees and rights relating to the Asset 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 Borrower the Borrowers to the Lender. Borrower The Borrowers covenants to safeguard such Servicing Records and, during the continuance of an Event of Default, and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender’s written 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 and Agreement to the Servicer substantially in the form of Exhibit G hereto (a “Servicer Notice and Agreement”) 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 under, and the benefits of, any Servicing Agreement with respect to the Mortgage 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 Mortgage Loans. (d) If the Servicer of the Mortgage Loans is a Borrower or the Servicer is an Affiliate of a Borrower, such Borrower shall provide to 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 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 Borrowers will pay any 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 Borrower or its Affiliate is servicing the Mortgage Loans, such Borrower shall permit the Lender to inspect such Borrower’s or its Affiliates’ Affiliate’s servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, for the purpose of satisfying the Lender that such Borrower or its AffiliatesAffiliate, as the case may be, have has the ability to manage service the Asset Mortgage Loans as provided in this Loan Agreement. (d) On or prior to the Closing Date, Borrower shall enter into a Servicer Notice and Agreement with the Servicer 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 Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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) Borrower The Seller covenants to maintain or cause the Asset and servicing of the Underlying Loan Purchased Loans 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets as the Asset and the Underlying Loan and in a manner at least equal in quality to the servicing Guarantor provides for assets owned by Guarantor or its Affiliates (“Accepted Servicing Practices”). Borrower In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall not replace terminate automatically upon the Servicer and/or enter into 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 consent to (iv) the transfer of servicing approved by the Seller. Upon any other Person entering into) a new Servicing Agreement such termination, Seller shall comply with respect the requirements set forth in Section 7.31 as to the Asset without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayeddelivery of the Servicing Records and the physical servicing of each Purchased Loan. (b) Borrower During the period the Seller or Servicer is servicing the Purchased Loans, (i) the Seller agrees that Lender the Buyer is the collateral assignee owner of the Servicing Rights and all servicing records of Borrower with respect to the Asset, if anyrecords, 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 Asset such Mortgage Loans (the “Servicing Records”), and Borrower hereby (ii) the Seller grants Lender the Buyer a security interest in all of Borrower’s servicing fees and rights relating to the Asset Purchased Loans and all Servicing Records to secure the obligation of Borrower the Seller or its designee to service in conformity with this Section 13.22 and any other obligation of Borrower the Seller to Lenderthe Buyer. Borrower At all times during the term of this Repurchase Agreement, the Seller covenants to safeguard hold such Servicing Records andin 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 understood and agreed by the 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 continuance 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, Xxxxxx Mae, Xxxxxxx Mac, FHA or VA, as applicable, and each Seller (i) shall provide a copy of the servicing agreement to the Buyer, which shall be in form and substance acceptable to the Buyer (the “Servicing Agreement”), and (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit G hereto (a “Servicer Notice 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 writing by the Buyer 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. Any transfer of servicing of Mortgage Loans to any Servicer in accordance with this Section 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 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 in any event transfer servicing to deliver them promptly the Buyer’s designee, at no cost or expense to Lender or its 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 (including of the Custodian) at Lender’s written requestBuyer. (ce) Borrower 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 Lender the Buyer from time to time to inspect Borrowerthe Seller’s or its Affiliates’ Affiliate’s servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, for the purpose of satisfying Lender the Buyer that Borrower the Seller or its AffiliatesAffiliate, as the case may be, have has the ability to manage service the Asset Purchased Loans as provided in this Loan 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. (dh) On or prior The Buyer shall have the right in its sole discretion to appoint a third party to perform due diligence with respect to the Closing Date, Borrower shall enter into a Servicer Notice and Agreement with Seller’s or the Servicer 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 Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a ’s servicing agreement between Lender and Loan Servicer. Loan Servicer may, 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, delegate all the Seller shall permit the Buyer, or any portion of its responsibilities 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 servicing and administration 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 Loan Seller, the Seller shall use its best efforts to a subenable 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-servicer or subof-servicers. Borrower shall be responsible for any pocket costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender the Buyer in connection with any due diligence or Lender hereunder. Lender and Borrower agree that Hanover inspection performed pursuant to this Section 13.22(h) shall be paid by the initial 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 ServicerBuyer.

Servicing. (a) Borrower Subject to Section 43(d) below, Seller covenants to maintain or cause the Asset and servicing of the Underlying Loan Purchased Loans 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary Accepted Servicing Practices and prudent pursuant to the related underlying Servicing Agreement. In the event that the preceding language is interpreted as constituting one or more servicing practices contracts, each such 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 industry for the same type transfer of assets as the Asset servicing to any entity approved by Buyer and the Underlying Loan and assumption thereof by such entity or (vi) upon written notice from Buyer to Seller which may be provided by Buyer at any time in a manner at least equal in quality to the servicing 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 not be unreasonably withheld, conditioned or delayedsole discretion. (b) Borrower During the period Seller is servicing the Purchased Loans, (i) Seller agrees that Lender Buyer is the collateral assignee owner of all servicing records of Borrower with respect to the Asset, if anyServicing 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 Asset such Loans (the “Servicing Records”), and Borrower hereby (ii) Seller grants Lender Buyer a security interest in all of Borrower’s servicing fees and rights relating to the Asset Purchased Loans and all Servicing Records to secure the obligation of Borrower Seller or its designee to service in conformity with this Section 43 and any other obligation of Borrower Seller to LenderBuyer. Borrower At all times during the term of this Agreement, Seller covenants to safeguard hold such Servicing Records andin trust for Buyer and to safeguard, during the continuance of an Event of Defaultor 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 Lender Buyer or its designee (including the Custodian) at LenderBuyer’s written requestrequest or otherwise as required by operation of Section 13(hh) hereof. It is understood and agreed by the parties that prior to an Event of Default, Seller, as servicer shall retain the servicing fees with respect to the Purchased Loans. (c) Borrower 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 “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 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 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 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 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 Lender Buyer to inspect Borrowerupon reasonable prior written notice at a mutually convenient time, Seller’s or its Affiliates’ Affiliate’s servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, for the purpose of satisfying Lender Buyer that Borrower Seller or its AffiliatesAffiliate, as the case may be, have has the ability to manage service the Asset Loans as provided in this Loan 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. (dg) On or prior 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 Closing Date, Borrower shall enter into principal balance of such Purchased Loan as a Servicer Notice and Agreement with the Servicer in the form attached hereto as Exhibit C. (e) At the option result of Lender, the Loan may be serviced by one or more servicers/trustees (any such servicer/trusteePrincipal 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, together with its agent’sin no event shall Buyer have any obligation to fund, nominees or designees, are collectively referred to as “Loan Servicer”) selected by Lender and Lender may delegate all reimburse Seller for any such Principal Advances or any portion Servicing Advances made after the origination of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicersuch Purchased Loan, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower obligations shall be responsible for any costs retained by Seller, and expenses such Principal Advances or Servicing Advances after the Purchase Date shall not increase the Purchase Price or Repurchase Price of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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 Purchased 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) Borrower covenants You covenant to maintain or cause the Asset and servicing of the Underlying Loan Collateral 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets mortgage loans as the Asset and the Underlying Loan Collateral and in a manner at least equal in quality to the servicing Guarantor provides you provide for assets owned Collateral which you own. 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) 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 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 not be unreasonably withheld, conditioned or delayedus. (b) Borrower agrees If the Collateral is serviced by you, (i) you agree that Lender is we are the collateral assignee of all servicing records of Borrower with respect to the Asset, if anyrecords, 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 Asset Collateral (the “Servicing Records”"SERVICING RECORDS"), and Borrower hereby grants Lender (ii) you grant us a security interest in all of Borrower’s servicing fees and rights relating to the Asset Collateral and all Servicing Records to secure the your obligation of Borrower or its your designee to service in conformity with this Section and any other obligation of Borrower your obligations to Lenderus. Borrower covenants You covenant to safeguard such Servicing Records and, during the continuance of an Event of Default, and to deliver them promptly to Lender us or its our designee (including the Custodian) at Lender’s written our request. (c) Borrower 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 under, and the benefits of, any Servicing Agreement with respect to the Collateral; (iii) such Servicer is acceptable to us; (iv) the servicing fee is no greater than 1.00%, per annum, accrued on the outstanding Eligible Mortgage Loan balance; and (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 any Pooling and Servicing Agreement, you hereby grant and assign to us such rights. (e) You shall provide to us a letter from you or the Servicer, to the effect that upon the occurrence of an Event of Default, 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 Servicing Agreement and to effectuate the transfer of servicing to our designee. (f) After the Funding Date, until the pledge of any Collateral is relinquished by us or the Custodian, as applicable, you will have no right to modify or alter the terms of such item of Collateral and you will have no obligation or right to repossess such Collateral or substitute another item of Collateral, except as expressly provided herein or in the Custodial Agreement. (g) In the event you or your Affiliate is servicing the Collateral, you shall permit Lender us to inspect Borrower’s you or its Affiliates’ your Affiliate's servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, for the purpose of satisfying Lender us that Borrower you or its Affiliatesyour Affiliate, as the case may be, have has the ability to manage service the Asset Collateral as provided in this Loan and Security Agreement. (dh) On or prior You shall indemnify and hold us harmless from any liability resulting from any failure on your part to the Closing Date, Borrower shall enter into a Servicer Notice and Agreement comply with the Servicer 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 Lender may delegate all or any portion of its responsibilities your obligations under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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 Servicersection.

Servicing. (a) Each Borrower covenants covenant to maintain or cause the Asset and servicing of the Underlying Loan Mortgage Loans 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets mortgage loans as the Asset and the Underlying Loan Mortgage Loans and in a manner at least equal in quality to the servicing Guarantor provides the Borrowers provide for assets owned mortgage loans 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 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 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 not be unreasonably withheld, conditioned or delayedBorrowers. (b) If the Mortgage Loans are serviced by a Borrower, (i) such Borrower agrees that the Lender is the collateral assignee of all servicing records of Borrower with respect to the Asset, if anyrecords, 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 Asset Mortgage Loans (the “"Servicing Records”"), and (ii) such Borrower hereby grants the Lender a security interest in all of Borrower’s servicing fees and rights relating to the Asset 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 Borrower the Borrowers to the Lender. Borrower covenants The Borrowers covenant to safeguard such Servicing Records and, during the continuance of an Event of Default, and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender’s written '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 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 a Borrower or the Servicer is an Affiliate of a Borrower, such 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 in any event transfer servicing to the Lender's designee, at no cost or expense to the Lender, it being agreed that the Borrowers will pay any 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 Borrower or its Affiliate is servicing the Mortgage Loans, such Borrower shall permit the Lender from time to time to inspect such Borrower’s 's or its Affiliates’ Affiliate's servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, for the purpose of satisfying the Lender that such Borrower or its AffiliatesAffiliate, as the case may be, have has the ability to manage service the Asset Mortgage Loans as provided in this Loan Agreement. (d) On or prior to the Closing Date, Borrower shall enter into a Servicer Notice and Agreement with the Servicer 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 Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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) The Borrower covenants to maintain or cause the Asset and servicing of the Underlying Loan Mortgage Loans 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets mortgage loans as the Asset and the Underlying Loan Mortgage Loans and in a manner at least equal in quality to the servicing Guarantor the Borrower provides for assets owned mortgage loans 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 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 Guarantor or its Affiliates the Lender in writing. The Lender hereby approves Ocwen Federal Bank FSB as the initial servicer (“Accepted Servicing Practices”)the "Initial Servicer") of the Mortgage Loans. Borrower If the ---------------- Initial Servicer is terminated as servicer for any reason, New Century Mortgage Corporation, an Affiliate of the Borrower, shall not replace be the Servicer and/or enter into (or consent to any other Person entering into) a new Servicing Agreement with respect to successor servicer of the Asset without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedMortgage Loans. (b) If the Mortgage Loans are serviced by the Borrower, (i) the Borrower agrees that the Lender is the collateral assignee of all servicing records of Borrower with respect to the Assetrecords, if anyincluding, including but not limited to 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 Asset Mortgage Loans (the “"Servicing Records”"), and (ii) ----------------- the Borrower hereby grants the Lender a security interest in all of Borrower’s servicing fees and rights relating to the Asset 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, during the continuance of an Event of Default, and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender’s written '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 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 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 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 Lender. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, (i) the Borrower shall give prior written notice to the Lender of any proposed modification or alteration to the terms of any such Mortgage Loan and unless the Borrower shall have received the Lender's written approval of such modification or alteration within five (5) 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 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 's or its Affiliates’ Affiliate's servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, for the purpose of satisfying the Lender that the Borrower or its AffiliatesAffiliate, as the case may be, have has the ability to manage service the Asset Mortgage Loans as provided in this Loan Agreement. (d) On or prior to the Closing Date, Borrower shall enter into a Servicer Notice and Agreement with the Servicer 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 Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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) Borrower Each of NCCC, NCRC, NCMC, New Century and Home123 covenants to maintain or cause the Asset and servicing of the Underlying Loan Mortgage Loans 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets mortgage loans as the Asset and the Underlying Loan Mortgage Loans and in a manner at least equal in quality to the servicing Guarantor Seller provides for assets owned mortgage loans 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 the earliest of (i) an Event of Default, (ii) the date on which this Agreement terminates or (iii) the transfer of servicing approved 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 not be unreasonably withheld, conditioned or delayedBuyer. (b) Borrower If the Mortgage Loans are serviced by Seller, Seller agrees that Lender Buyer is the collateral assignee owner of all servicing records of Borrower with respect to the Asset, if anyrecords, 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 Asset Mortgage Loans (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 Seller covenants to safeguard such Servicing Records andand to deliver them promptly to Buyer or its designee (including Custodian) at Buyer’s request. (c) If the Mortgage Loans are serviced by a person other than Seller (such third party the “Servicer”), during Seller (i) shall, in accordance with Section (3)(b)(7), provide a copy of the continuance 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 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 with respect to the Mortgage Loans. Seller agrees that no Person shall assume the servicing obligations with respect to the Mortgage Loans as successor to the Servicer unless such successor is approved in writing by Buyer prior to such assumption of servicing obligations. (d) If the servicer of the 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 of the Mortgage Loans is not Seller, Buyer shall have the right, as contemplated in the applicable Servicer Notice, upon the occurrence of an Event of Default, to deliver them promptly terminate any applicable Servicing Agreement and transfer servicing to Lender Buyer’s designated Servicer, at no cost or its designee (including expense to Buyer, it being agreed that Seller will pay any and all fees required to terminate such Servicing Agreement and to effectuate the Custodian) at Lendertransfer of servicing to Buyer’s written requestdesignated Servicer, as well as any servicing fees and expenses payable to such Servicer. (ce) Borrower After the Purchase Date, until the repurchase of any Mortgage Loan, Seller 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 and Disbursement Agreement. (f) In the event Seller or its Affiliate is servicing the Mortgage Loans, Seller shall permit Lender Buyer to inspect BorrowerSeller’s or its Affiliates’ Affiliate’s servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, for the purpose of satisfying Lender Buyer that Borrower Seller or its AffiliatesAffiliate, as the case may be, have has the ability to manage service the Asset Mortgage Loans as provided in this Loan Agreement. (d) On or prior to the Closing Date, Borrower shall enter into a Servicer Notice and Agreement with the Servicer 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 Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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. With respect to Eligible Assets which are Mortgage Loans: (a) The Borrower covenants to maintain or cause the Asset and servicing of the Underlying Loan Mortgage Loans 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets mortgage loans as the Asset and the Underlying Loan Mortgage Loans and in a manner at least equal in quality to the servicing Guarantor the Borrower provides for assets owned by Guarantor or its Affiliates Mortgage Loans which they owns (“Accepted Servicing Practices”"ACCEPTED SERVICING PRACTICES"). Borrower In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall not replace terminate automatically upon the Servicer and/or enter into earlier of (i) an Event of Default, or consent to any other Person entering into(ii) a new Servicing Agreement with respect to the Asset without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedTermination Date. (b) If the Mortgage Loans are serviced by the Borrower, the Borrower agrees that the Lender is the collateral assignee of all servicing records of Borrower with respect to the Asset, if anyrecords, 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 Asset Mortgage Loans (the “Servicing Records”"SERVICING RECORDS"), and (ii) the Borrower hereby grants the Lender a security interest in all of the Borrower’s 's rights relating to the Asset 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, during the continuance of an Event of Default, and to deliver them promptly to the Lender or its designee (including the Mortgage Custodian) at the Lender’s written '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 Borrower shall provide a copy of the servicing agreement to the Lender at least three (3) Business Days prior to the applicable Funding Date, which shall be in form and substance acceptable to the Lender (the "SERVICING AGREEMENT"). (d) The Borrower shall provide to the Lender a letter from the Borrower or any Subservicer which is an Affiliate of the Borrower (which may be part of the Instruction Letter), 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 Lender, 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 Lender.] (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Mortgage Custodian, the Borrower 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 Borrower 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 Borrower 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 Borrower shall permit the Lender to inspect the servicing facilities of the Borrower’s or , its Affiliates’ servicing facilities pursuant to Section 11.16 below, or any Subservicer which is its Affiliate of the Borrower as the case may be, for the purpose of satisfying the Lender that Borrower the Borrower, an Affiliate, or its Affiliatessuch Subservicer, as the case may be, have has the ability to manage service the Asset Mortgage Loans as provided in this Loan Agreement. (d) On or prior . With respect to any Subservicer which is not an Affiliate, the Closing Date, Borrower shall enter into a Servicer Notice and Agreement with use its best efforts to enable the Servicer 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 Lender to as “Loan Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for inspect the servicing and administration facilities of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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 ServicerSubservicer.

Servicing. (a) The Borrower covenants to maintain or cause the Asset and the Underlying Loan Mortgage Loans 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“the Servicing Agreement”), and otherwise in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets as the Asset and the Underlying Loan and in a manner at least equal in quality to the servicing 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 not be unreasonably withheld, conditioned or delayed. (b) During the period the Servicer is servicing the Mortgage Loans, (i) the Borrower agrees that Lender is the collateral assignee of has a first priority perfected security interest in all servicing records of Borrower with respect to the Asset, if anyrecords, 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 Asset such Mortgage Loans (the “"Servicing Records”"), and (ii) the Borrower hereby grants the Lender a security interest in all of servicing fees, the Borrower’s 's rights relating to the Asset Mortgage Loans and all Servicing Records Records, to secure the obligation of Borrower such Approved Mortgage Originator or its designee to service in conformity with this Section and the Servicing Agreement and any other obligation obligations of the Borrower to the Lender. The Borrower covenants to safeguard safeguard, such Servicing Records and, during the continuance of an Event of Default, and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender’s written '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 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 Lender for such Subservicer to subservice the Mortgage Loans. (d) The Borrower agrees that upon the occurrence of an Event of Default, the Lender may terminate ABC in its capacity as servicer and terminate any Servicing Agreement. In addition, the Borrower shall provide to the Lender a letter from the Borrower to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Servicing Agreement and direct that collections with respect to the Mortgage Loans be remitted in accordance with the Lender's instructions. The Borrower agrees to cooperate with the 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 's or its Affiliates’ any Related Party's servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, for the purpose of satisfying the Lender that the Borrower or its Affiliatessuch Related Party, as the case may be, have has the ability to manage service the Asset Mortgage Loans as provided in this Loan Agreement. In addition, with respect to any Subservicer which is not a Related Party, the Borrower shall use its best efforts to enable the Lender to inspect the servicing facilities of such Subservicer. (dg) On or prior to To the Closing Date, Borrower extent that any provision of this Section 11.15 shall enter into a Servicer Notice and Agreement be in conflict with the Servicer in provisions of the form attached hereto as Exhibit C. (e) At the option of LenderServicing Agreement, 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 Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration provisions of the Loan to a sub-servicer or sub-servicers. Borrower Servicing Agreement shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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 Servicercontrol.

Servicing. (a) Borrower covenants to maintain or cause the Asset and servicing of the Underlying Loan Loans 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary (i) applicable law, (ii) the terms of this Loan Agreement, (iii) the terms of the Servicing Agreement, (iv) the terms of the respective Underlying Loans and prudent servicing practices in the industry for the same type of assets as the Asset any related intercreditor agreement, co‑lender and/or similar agreement(s) and the Underlying Loan and in a manner at least equal in quality (v) to the servicing Guarantor provides for assets owned by Guarantor or its Affiliates (“Accepted extent consistent with the foregoing, the Servicing Practices”)Standard. Borrower shall not replace obtain the Servicer and/or enter into (or written consent of Lender prior to appointing any other Person entering into) a new Servicing Agreement with respect to servicer for the Asset without Lender’s prior written consentUnderlying 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 of Borrower with respect to the Asset, if anyrecords, 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 Asset Underlying Loans (but excluding any draft documents, attorney/client communications which are privileged or constitute legal or other due diligence analyses, and documents prepared by Borrower or any of its Affiliates solely for internal communication, credit underwriting or due diligence) (the “Servicing Records”), and Borrower hereby grants Lender a security interest in all of Borrower’s rights relating to the Asset Underlying Loans 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, during the continuance existence of an Event of Default, to deliver them promptly to Lender or its designee (including the Custodian) 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 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 Closing Date, Borrower shall enter into a Servicer Notice and Agreement with the Servicer 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 Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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) Borrower Subject to subsection (d) below, the Seller covenants to maintain or cause the Asset and servicing of the Underlying Loan Purchased Assets 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary Accepted Servicing Practices and prudent pursuant to the related underlying Servicing Agreement, if any. In the event that the preceding language is interpreted as constituting one or more servicing practices contracts, each such 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 industry for the same type transfer of assets as the Asset servicing to any entity approved by Buyer and the Underlying Loan and in a manner at least equal in quality to the servicing Guarantor provides for assets owned assumption thereof 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 not be unreasonably withheld, conditioned or delayedsuch entity. (b) Borrower During the period the Seller is servicing the Purchased Assets for Buyer, (i) the Seller agrees that Lender Buyer is the collateral assignee owner of all servicing records of Borrower with respect Servicing Records relating to the Asset, if anyPurchased 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 the Asset such Loans (the “Servicing Records”), and Borrower hereby (ii) the Seller grants Lender Buyer a security interest in all of Borrower’s servicing fees and rights relating to the Asset Purchased Assets that have not been repurchased and all Servicing Records to secure the obligation of Borrower the Seller or its designee to service in conformity with this Section 42 and any other obligation of Borrower the Seller to LenderBuyer. Borrower At all times during the term of this Agreement, the Seller covenants to safeguard hold such Servicing Records andin trust for Buyer and to safeguard, during the continuance of an Event of Defaultor 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 Lender Buyer or its designee (including the Custodian) at LenderBuyer’s written reasonable request. It is understood and agreed by the parties that prior to an Event of Default, Seller, as servicer shall retain the servicing fees with respect to the Purchased Assets. (c) Borrower 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 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 Lender Buyer to inspect Borrowerupon reasonable prior written notice at a mutually convenient time the Seller’s or its Affiliates’ servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, for the purpose of satisfying Lender Buyer that Borrower or its Affiliates, as the case may be, have Seller has the ability to manage service the Asset Loans as provided in this Loan 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. (df) On or prior Seller retains no economic rights to the Closing 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, Borrower shall enter into a Servicer Notice and Agreement with the Servicer in the form attached hereto as Exhibit C. (e) At the option of Lenderor if longer, 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 Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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 Loanrelevant Transaction, payable on or the Repurchase Date set forth in the applicable Confirmation with respect to a monthly basis Purchased Asset or ($1,750 per monthb) on each Payment the Repurchase Date with respect to a Purchased Asset (such term, the “Loan Servicing FeeTerm”). Notwithstanding If the Servicing Term expires with respect to any collection of the Loan Purchased Asset for any reason other than Seller repurchasing such Purchased Asset, then such Servicing Fee Term shall automatically terminate if not renewed by Lender on behalf of Loan ServicerBuyer; provided, the Loan Servicing Fee will that Buyer shall be deemed to have been paid directly 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 Servicerinterim 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 Purchased Asset nor shall Buyer have any obligation to extend the Servicing Term (or continue to extend the Servicing Term). Buyer shall have the right to immediately terminate the Servicer at any time following the occurrence of any event described in Section 18 hereof (a “Servicer Termination Event”). If such Servicing Term is not extended by Buyer or if 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. Servicer shall hold or cause to be held all Escrow Payments collected with respect to the Purchased Assets it is subservicing on behalf of Buyer in segregated accounts for the sole benefit of the Mortgagors and shall apply the same for the purposes for which such funds were collected. If Servicer should discover that, for any reason whatsoever, it has failed to perform fully its servicing obligations with respect to the Purchased Assets it is subservicing on behalf of Buyer, Seller shall promptly notify Buyer.

Servicing. (a) Borrower Each of NCCC, NCRC and NCMC covenants to maintain or cause the Asset and servicing of the Underlying Loan Mortgage Loans 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets mortgage loans as the Asset and the Underlying Loan Mortgage Loans and in a manner at least equal in quality to the servicing Guarantor Seller provides for assets owned mortgage loans 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 the earliest of (i) an Event of Default, (ii) the date on which this Agreement terminates or (iii) the transfer of servicing approved 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 not be unreasonably withheld, conditioned or delayedBuyer. (b) Borrower If the Mortgage Loans are serviced by Seller, Seller agrees that Lender Buyer is the collateral assignee owner of all servicing records of Borrower with respect to the Asset, if anyrecords, 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 Asset Mortgage Loans (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 Seller covenants to safeguard such Servicing Records andand to deliver them promptly to Buyer or its designee (including Custodian) at Buyer’s request. (c) If the Mortgage Loans are serviced by a person other than Seller (such third party the “Servicer”), during Seller (i) shall, in accordance with Section (3)(b)(7), provide a copy of the continuance 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 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 with respect to the Mortgage Loans. Seller agrees that no Person shall assume the servicing obligations with respect to the Mortgage Loans as successor to the Servicer unless such successor is approved in writing by Buyer prior to such assumption of servicing obligations. (d) If the servicer of the 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 of the Mortgage Loans is not Seller, Buyer shall have the right, as contemplated in the applicable Servicer Notice, upon the occurrence of an Event of Default, to deliver them promptly terminate any applicable Servicing Agreement and transfer servicing to Lender Buyer’s designated Servicer, at no cost or its designee (including expense to Buyer, it being agreed that Seller will pay any and all fees required to terminate such Servicing Agreement and to effectuate the Custodian) at Lendertransfer of servicing to Buyer’s written requestdesignated Servicer, as well as any servicing fees and expenses payable to such Servicer. (ce) Borrower After the Purchase Date, until the repurchase of any Mortgage Loan, Seller 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 and Disbursement Agreement. (f) In the event Seller or its Affiliate is servicing the Mortgage Loans, Seller shall permit Lender Buyer to inspect BorrowerSeller’s or its Affiliates’ Affiliate’s servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, for the purpose of satisfying Lender Buyer that Borrower Seller or its AffiliatesAffiliate, as the case may be, have has the ability to manage service the Asset Mortgage Loans as provided in this Loan Agreement. (d) On or prior to the Closing Date, Borrower shall enter into a Servicer Notice and Agreement with the Servicer 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 Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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) Borrower The Seller covenants to maintain or cause the Asset and servicing of the Underlying Loan Purchased Loans 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets as the Asset and the Underlying Loan and in a manner at least equal in quality to the servicing Guarantor provides for assets owned by Guarantor or its Affiliates (“Accepted Servicing Practices”). Borrower In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall not replace terminate automatically upon the Servicer and/or enter into 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 consent to (iv) the transfer of servicing approved by the Seller. Upon any other Person entering into) a new Servicing Agreement such termination, Seller shall comply with respect the requirements set forth in Section 7.31 as to the Asset without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayeddelivery of the Servicing Records and the physical servicing of each Purchased Loan. (b) Borrower During the period the Seller or Servicer is servicing the Purchased Loans, (i) the Seller agrees that Lender the Buyer is the collateral assignee owner of the Servicing Rights and all servicing records of Borrower with respect to the Asset, if anyrecords, 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 Asset such Mortgage Loans (the “Servicing Records”), and Borrower hereby (ii) the Seller grants Lender the Buyer a security interest in all of Borrower’s servicing fees and rights relating to the Asset Purchased Loans and all Servicing Records to secure the obligation of Borrower the Seller or its designee to service in conformity with this Section 13.22 and any other obligation of Borrower the Seller to Lenderthe Buyer. Borrower At all times during the term of this Repurchase Agreement, the Seller covenants to safeguard hold such Servicing Records andin 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 understood and agreed by the 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 continuance 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, Xxxxxx Xxx, Xxxxxxx Mac, FHA or VA, as applicable, and each Seller (i) shall provide a copy of the servicing agreement to the Buyer, which shall be in form and substance acceptable to the Buyer (the “Servicing Agreement”), and (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit G hereto (a “Servicer Notice 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 writing by the Buyer 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. Any transfer of servicing of Mortgage Loans to any Servicer in accordance with this Section 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 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 in any event transfer servicing to deliver them promptly the Buyer’s designee, at no cost or expense to Lender or its 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 (including of the Custodian) at Lender’s written requestBuyer. (ce) Borrower 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 Lender the Buyer from time to time to inspect Borrowerthe Seller’s or its Affiliates’ Affiliate’s servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, for the purpose of satisfying Lender the Buyer that Borrower the Seller or its AffiliatesAffiliate, as the case may be, have has the ability to manage service the Asset Purchased Loans as provided in this Loan 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. (dh) On or prior The Buyer shall have the right in its sole discretion to appoint a third party to perform due diligence with respect to the Closing Date, Borrower shall enter into a Servicer Notice and Agreement with Seller’s or the Servicer 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 Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a ’s servicing agreement between Lender and Loan Servicer. Loan Servicer may, 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, delegate all the Seller shall permit the Buyer, or any portion of its responsibilities 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 servicing and administration 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 Loan Seller, the Seller shall use its best efforts to a subenable 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-servicer or subof-servicers. Borrower shall be responsible for any pocket costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender the Buyer in connection with any due diligence or Lender hereunder. Lender and Borrower agree that Hanover inspection performed pursuant to this Section 13.22(h) shall be paid by the initial 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 ServicerBuyer.

Servicing. (a) Borrower covenants a. The Seller Parties, on Buyer’s behalf, shall contract with each of Master Servicer and Subservicer to cause service 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 “Servicer”) Contributed Crop Loans pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“the applicable Servicing Agreement”), and otherwise in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets as the Asset and the Underlying Loan Agreement and in a manner at least equal in quality to accordance with the servicing Guarantor provides for assets owned by Guarantor or its Affiliates (“Accepted Servicing Practices”). Borrower shall not replace Pursuant to the terms of the Servicing Agreements, the Seller and Subservicer established the Servicer and/or enter into Accounts in the name of Seller, in its capacity as Master Servicer, for the benefit of Buyer. The Servicer Account shall be subject to the terms of the Servicer Account Control Agreement. b. Upon the occurrence and continuation of (i) an Event of Default hereunder or consent (ii) a Servicer Termination Event, Buyer 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 Subservicer shall automatically be appointed as Master Servicer in accordance with the terms of the Subservicer Side Letter and all rights, duties and obligations of Master Servicer hereunder and under any other Person entering into) Transaction Document shall thereafter be the rights, duties and obligations of the Subservicer, in its capacity as a new successor master servicer. 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 Contributed Crop Loan is serviced by a Third Party Servicer, the Seller Parties shall provide promptly to Buyer a side letter addressed to and 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 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 Asset Contributed Crop Loans and any related Income with respect thereto. e. No Seller Party shall employ a Third Party Servicer without Lender’s the prior written consentapproval of Buyer, which consent approval shall not be unreasonably withheld, conditioned delayed or delayed. conditioned. If the Contributed Crop Loans are serviced, in whole or in part, by a subservicer (bi) Borrower agrees that Lender is the collateral assignee of all servicing records of Borrower with respect applicable Servicer shall nevertheless remain primarily liable to the 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 Buyer for the servicing of the Asset Contributed Crop Loans under the applicable Servicing Agreement; and (ii) any agreement with a subservicer shall entitle Buyer to terminate such subservicer without fee or penalty in the “Servicing Records”), and Borrower hereby grants Lender a security interest in all of Borrower’s rights relating event that the applicable Servicer is replaced subject to the Asset and all Servicing Records to secure terms of 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, during the continuance of an Event of Default, to deliver them promptly to Lender or its designee (including the Custodian) at Lender’s written requestapplicable subservicing agreement. (c) Borrower f. Each Seller Party shall permit Lender cause the Master Servicer to inspect Borrower’s or its Affiliates’ servicing facilities pursuant provide to Section 11.16 belowBuyer, as electronically, in a format mutually acceptable to Buyer and each Seller Party, by no later than 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 Closing Servicer Reporting Date, Borrower shall enter into a Servicer Notice and Agreement with the Servicer 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 Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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 ServicerReport.

Servicing. With respect to Eligible Assets which are Mortgage Loans: (a) Each Borrower covenants to maintain or cause the Asset and servicing of the Underlying Loan Mortgage Loans 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets mortgage loans as the Asset and the Underlying Loan Mortgage Loans and in a manner at least equal in quality to the servicing Guarantor the Borrowers or the Borrowers' designee provides for assets owned by Guarantor or its Affiliates Mortgage Loans which they own (“"Accepted Servicing Practices”"). Borrower In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall not replace terminate automatically upon the Servicer and/or enter into earlier of (i) an Event of Default, or consent to any other Person entering into(ii) a new Servicing Agreement with respect to the Asset without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedTermination Date. (b) If the Mortgage Loans are serviced by either Borrower, such Borrower agrees that the Lender is the collateral assignee of all servicing records of Borrower with respect to the Asset, if anyrecords, 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 Asset Mortgage Loans (the “"Servicing Records”"), and (ii) such Borrower hereby grants the Lender a security interest in all of such Borrower’s 's rights relating to the Asset 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. Borrower covenants The Borrowers covenant to safeguard such Servicing Records and, during the continuance of an Event of Default, and to deliver them promptly to the Lender or its designee (including the Mortgage Custodian) at the Lender’s written '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 Funding Date, which shall be in form and substance acceptable to the Lender (the "Servicing Agreement"). (d) Each Borrower shall permit provide to the Lender to inspect Borrower’s a letter from such Borrower or its Affiliates’ servicing facilities pursuant to Section 11.16 belowany Subservicer which is an Affiliate of such Borrower (which may be part of the Instruction Letter), 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 Lender, it being agreed that the Borrowers will pay any 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 Mortgage Custodian, the 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 Subservicer which is its Affiliate of a Borrower as the case may -66- 72 be, for the purpose of satisfying the Lender that Borrower the Borrowers, an Affiliate, or its Affiliatessuch Subservicer, as the case may be, have has the ability to manage service the Asset Mortgage Loans as provided in this Loan Agreement. (d) On or prior . With respect to the Closing Date, Borrower shall enter into a Servicer Notice and Agreement with the Servicer in the form attached hereto as Exhibit C. (e) At the option of Lenderany Subservicer which is not an Affiliate, 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 Borrowers shall use their best efforts to as “Loan Servicer”) selected by enable the Lender and Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for inspect the servicing and administration facilities of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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 ServicerSubservicer.

Servicing. (a) Borrower covenants to cause the Asset and the Underlying Loan to 11.01 The Financed Tax Liens shall 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Approved Servicer under an Approved Servicing Agreement”), and otherwise in conformity with accepted customary and prudent servicing practices in the industry Agreement for the same type benefit of assets as the Asset and the Underlying Loan and Administrative Agent in a manner at least equal in quality to the servicing Guarantor provides for assets owned by Guarantor or its Affiliates (“accordance with Accepted Servicing Practices”). So long as no Event of Default has occurred and is continuing, Administrative Agent hereby grants Borrower shall not replace and each Eligible Asset Owner a revocable license to direct the Approved Servicer and/or enter into (or consent to any other Person entering into) a new Servicing Agreement with respect of the Eligible Assets, subject however to the Asset without Lender’s prior written consentterms and conditions of this Agreement. Upon the occurrence and continuance of an Event of Default on the part of Borrower, which consent such license shall not be unreasonably withheld, conditioned or delayeddeemed immediately and automatically revoked. (b) 11.02 Borrower agrees that Lender Administrative Agent is the collateral assignee owner of all servicing records of Borrower with respect to the Asset, if anyrecords, including but not limited to any and all servicing agreementsagreements (the “Servicing Agreements”), files, documents, records, data basesdatabases, 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 Asset Eligible Assets (collectively, the “Servicing Records”), and ) so long as the Financed Tax Liens are subject to this Agreement. Borrower hereby grants Lender Administrative Agent a security interest in its rights with respect to all of Borrower’s servicing fees and rights relating to the Asset 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 Section Agreement and any other obligation of Borrower to LenderAdministrative Agent. Borrower covenants to, or to cause the related Servicer to, safeguard such Servicing Records andand 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 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 deliver them promptly all other rights and remedies set forth in this Agreement, (i) sell its right to Lender the Financed Tax Liens and the Eligible Assets on a servicing released basis and/or (ii) terminate the Servicer of the Financed Tax Liens and the Eligible Assets with or its designee without cause, in each case without payment of any termination fee (including but subject always to the Custodian) at Lender’s written requestterms 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 (cin each case as applicable) Borrower shall permit Lender have the right to inspect Borrower’s (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 Affiliates’ servicing facilities pursuant sole and absolute discretion, may decide to Section 11.16 belowbecome 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 the case may besoon as is practicable after identifying such successor Servicer, for the purpose of satisfying Lender provided however that Borrower or its Affiliates, such Servicing Agreement shall be on substantially similar terms and conditions as the case may be, have the ability to manage the Asset as provided in this Loan Agreement. (d) On or prior to the Closing Date, Borrower shall enter into a Servicer Notice and Approved Servicing Agreement with the Servicer 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 Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan defaulting Servicer, which may be done by Lender pursuant with such modifications as are reasonably acceptable to a Administrative Agent; and (iv) transfer servicing agreement between Lender to such successor Servicer as soon as is practicable and Loan legally permissible after identifying such successor Servicer. Loan In the event that Xxxxxxxx does not identify a successor Servicer maywithin such period, at any time, delegate all or any portion of its responsibilities for the servicing and administration is not transferred within sixty (60) days of the Loan to related Servicer Event of Default, then (i) a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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 Cash Sweep Period will be deemed to have been paid directly occurred until a successor Approved Servicer is designated, and (ii) Administrative Agent shall have the right to Servicerterminate the Servicer and appoint a successor Servicer at Borrower’s sole cost and expense.

Servicing. (a) The Borrower covenants to maintain or cause the Asset and servicing of the Underlying Loan Collateral 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets collateral as the Asset and the Underlying Loan Collateral and in a manner at least equal in quality to the servicing Guarantor the Borrower provides for assets owned mortgage loans, mezzanine loans and equity interests 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 the earliest of (i) an Event of Default; or (ii) the transfer of servicing approved 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 not be unreasonably withheld, conditioned or delayedBorrower. (b) If the Collateral is serviced by the Borrower, (i) the Borrower agrees and acknowledges that Lender the Security Trustee is the collateral assignee by way of security of all servicing records of Borrower with respect to the Asset, if anyrecords, 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 Asset Collateral (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. The Borrower covenants to safeguard such Servicing Records and, during the continuance of an Event of Default, and to deliver them promptly to the Lender or its designee (including the Custodian) at Lender’s written 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 the Borrower or its Affiliate is servicing the Collateral, the Borrower shall permit Lender the Security Trustee and the Agent, upon advance written notice to the Borrower (unless a Default or Event of Default shall have occurred and be continuing, in which case no notice shall be required), from time to time to inspect the Borrower’s or its Affiliates’ Affiliate’s servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, for the purpose of satisfying Lender the Security Trustee and the Agent that the Borrower or its AffiliatesAffiliate, as the case may be, have has the ability to manage service the Asset Collateral as provided in this Loan Agreement. (df) On Irrespective of whether the Servicer is the Borrower or prior a third party servicer, the Borrower undertakes to procure that any monies received in respect of or derived from the Closing Date, Borrower shall enter Collateral will be paid forthwith into a Servicer Notice and Agreement with the Servicer 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 Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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 ServicerBank Account.

Servicing. (a) Borrower covenants to cause the Asset Seller and the Underlying Loan to be serviced by Hanover Street Capital, LLC (“Hanover”) or another third party servicer Buyer agree that is not an Affiliate of Borrower and is reasonably acceptable to Lender (the “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“all Servicing Agreement”), and otherwise in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets as the Asset and the Underlying Loan and in a manner at least equal in quality to the servicing 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 Rights with respect to the Asset without LenderPurchased 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 prior written consentpayment of the Xxxxxxxxxx Price for the Purchased Assets, which consent and any servicing provisions of this Agreement or any other Program Document constitute (i) “related terms” under this Agreement within the meaning of Section 101(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 Buyer, Buyer hereby agrees that Servicer may, subject to the terms of the Servicing Agreement, continue to service the Purchased Assets (excluding the Servicing Rights) for the benefit of Buyer and Buyer’s successors or permitted assigns; provided, however, that Servicer shall have entered into the Servicer Notice and Acknowledgement and, if the Servicer is not Midland Loan Services, a Division of PNC Bank, National Association, such other Servicer shall have entered into documentation satisfactory to Buyer acknowledging 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. Seller shall cause the Purchased Assets to be unreasonably withheld, conditioned or delayedserviced in accordance with Accepted Servicing Practices as provided in the Servicing Agreement. (b) Borrower Seller agrees that Lender Buyer is the collateral assignee owner of all servicing records of Borrower with respect to the Asset, if anyrecords, 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 the Asset Purchased Assets (collectively, the “Servicing Records”), and Borrower hereby grants Lender a security interest in all of Borrower’s rights relating ) so long as the Purchased Assets are subject 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 LenderAgreement. Borrower Seller covenants to safeguard such Servicing Records and, (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 continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its rights to deliver them 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 penalty or termination fee. Seller shall use commercially reasonable efforts to 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 Lender or its designee (including the Custodian) at Lender’s written request. (c) Borrower shall permit Lender Purchased Assets to inspect Borrower’s or its Affiliates’ servicing facilities pursuant to Section 11.16 below, the successor servicer in such electronic format as the case successor servicer may bereasonably request, for (ii) promptly transfer to the purpose 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 legal or regulatory requirement associated with the transfer of satisfying Lender the servicing of the applicable Purchased Assets. Seller agrees that Borrower if Seller or its Affiliatesany Servicer fails to cooperate with Buyer or any successor servicer in effecting the termination of such Servicer as servicer of any Purchased Asset or the transfer of all authority to service such Purchased Asset to such successor servicer in accordance with the terms hereof and the Servicing Agreement, as the case may be, have the ability Buyer will be irreparably harmed and entitled to manage the Asset as provided in this Loan Agreementinjunctive relief. (d) On or prior Seller shall not employ any Servicer rated below “above average” by S&P, unless such Servicer is otherwise approved by Buyer, in its sole and absolute discretion, to service the Closing Date, Borrower shall enter into a Servicer Notice and Agreement with Purchased Assets (excluding the Servicer in the form attached hereto as Exhibit C.Servicing Rights). (e) At the option If Servicer is an Affiliate of LenderSeller, Pledgor, Guarantor or Originator, 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 Lender may delegate all or any portion payment of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower fees shall be responsible for subordinate to payment of amounts outstanding under any costs Transaction and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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 Servicerthis Agreement.

Servicing. (a) Borrower The Seller covenants to maintain or cause the Asset and servicing of the Underlying Loan Mortgage Loans 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets as the Asset and the Underlying Loan and in a manner at least equal in quality to the servicing Guarantor provides for assets owned by Guarantor or its Affiliates (“Accepted Servicing Practices”). Borrower In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall not replace terminate automatically upon the Servicer and/or enter into 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 consent to (iv) the transfer of servicing approved by the Seller. Upon any other Person entering into) a new Servicing Agreement such termination, Seller shall comply with respect the requirements set forth in Section 7.31 as to the Asset without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayeddelivery of the Servicing Records and the physical servicing of each Mortgage Loan. (b) Borrower During the period the Seller or Servicer is servicing the Mortgage Loans, (i) the Seller agrees that Lender the Buyer is the collateral assignee owner of the Servicing Rights and all servicing records of Borrower with respect to the Asset, if anyrecords, 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 Asset such Mortgage Loans (the “Servicing Records”), and Borrower hereby (ii) the Seller grants Lender the Buyer a security interest in all of Borrower’s servicing fees and rights relating to the Asset Mortgage Loans and all Servicing Records to secure the obligation of Borrower the Seller or its designee to service in conformity with this Section 13.22 and any other obligation of Borrower the Seller to Lenderthe Buyer. Borrower At all times during the term of this Repurchase Agreement, the Seller covenants to safeguard hold such Servicing Records andin 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 understood and agreed by the 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 continuance 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, Xxxxxx Mae, Xxxxxxx Mac, Xxxxxx Xxx, FHA or VA, as applicable, and Seller (i) shall provide a copy of the servicing agreement to the Buyer, which shall be in form and substance acceptable to the Buyer (the “Servicing Agreement”), and (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit G hereto (a “Servicer Notice 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 writing by the Buyer 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. Any transfer of servicing of Mortgage Loans to any Servicer in accordance with this Section 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 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 in any event transfer servicing to deliver them promptly the Buyer’s designee, at no cost or expense to Lender or its 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 (including of the Custodian) at Lender’s written requestBuyer. (ce) Borrower 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 Lender the Buyer from time to time to inspect Borrowerthe Seller’s or its Affiliates’ Affiliate’s servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, for the purpose of satisfying Lender the Buyer that Borrower the Seller or its AffiliatesAffiliate, as the case may be, have has the ability to manage service the Asset Mortgage Loans as provided in this Loan 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. (dh) On or prior The Buyer shall have the right in its sole discretion to appoint a third party to perform due diligence with respect to the Closing Date, Borrower shall enter into a Servicer Notice and Agreement with Seller’s or the Servicer 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 Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a ’s servicing agreement between Lender and Loan Servicer. Loan Servicer may, 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, delegate all the Seller shall permit the Buyer, or any portion of its responsibilities 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 servicing and administration 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 Loan Seller, the Seller shall use its best efforts to a subenable 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-servicer or subof-servicers. Borrower shall be responsible for any pocket costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender the Buyer in connection with any due diligence or Lender hereunder. Lender and Borrower agree that Hanover inspection performed pursuant to this Section 13.22(h) shall be paid by the initial 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 ServicerBuyer.

Servicing. (a) The Borrower covenants to maintain or cause the Asset and servicing of the Underlying Loan Mortgage Loans 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets mortgage loans as the Asset and the Underlying Loan Mortgage Loans and in a manner at least equal in quality to the servicing Guarantor the Borrower provides for assets owned mortgage loans 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 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 Guarantor or its Affiliates (“Accepted Servicing Practices”)the Borrower in writing. Borrower shall not replace The Lender hereby approves New Century Mortgage Corporation, an Affiliate of the Borrower, as the initial Servicer and/or enter into (or consent to any other Person entering into) a new Servicing Agreement with respect to of the Asset without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedMortgage Loans. (b) If the Mortgage Loans are serviced by the Borrower, (i) the Borrower agrees that the Lender is the collateral assignee of all servicing records of Borrower with respect to the Asset, if anyrecords, 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 Asset Mortgage Loans (the “"Servicing Records”"), and (ii) the Borrower hereby grants the Lender a security interest in all of Borrower’s servicing fees and rights relating to the Asset 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, during the continuance of an Event of Default, and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender’s written '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 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 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 Lender. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, (i) the Borrower shall give prior written notice to the Lender of any proposed modification or alteration to the terms of any such Mortgage Loan and unless the Borrower shall have received the Lender's written approval of such modification or alteration within five (5) 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 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 's or its Affiliates’ Affiliate's servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, for the purpose of satisfying the Lender that the Borrower or its AffiliatesAffiliate, as the case may be, have has the ability to manage service the Asset Mortgage Loans as provided in this Loan Agreement. (dg) On or prior to the Closing Date, The Borrower shall enter into a Servicer Notice and Agreement with ensure that the Servicer will maintain the Servicer's System in a manner that permits 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 Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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 ServicerYear 2000 Compliant.

Servicing. (a) Borrower Subject to subsection (d) below, the Seller covenants to maintain or cause the Asset and servicing of the Underlying Loan Purchased Loans 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary Accepted Servicing Practices and prudent pursuant to the related underlying Servicing Agreement, if any. In the event that the preceding language is interpreted as constituting one or more servicing practices contracts, each such 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 industry for the same type transfer of assets as the Asset servicing to any entity approved by Buyer and the Underlying Loan and in a manner at least equal in quality to the servicing Guarantor provides for assets owned assumption thereof 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 not be unreasonably withheld, conditioned or delayedsuch entity. (b) Borrower During the period the Seller is servicing the Purchased Loans for Buyer, (i) the Seller agrees that Lender Buyer is the collateral assignee owner of all servicing records of Borrower with respect Servicing Records relating to the Asset, if anyPurchased 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 the Asset such Loans (the “Servicing Records”), and Borrower hereby (ii) the Seller grants Lender Buyer a security interest in all of Borrower’s servicing fees and rights relating to the Asset Purchased Loans that have not been repurchased and all Servicing Records to secure the obligation of Borrower the Seller or its designee to service in conformity with this Section 42 and any other obligation of Borrower the Seller to LenderBuyer. Borrower At all times during the term of this Agreement, the Seller covenants to safeguard hold such Servicing Records andin trust for Buyer and to safeguard, during the continuance of an Event of Defaultor 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 Lender Buyer or its designee (including the Custodian) at LenderBuyer’s written reasonable request. (c) Borrower shall permit Lender . It is understood and agreed by the parties that prior to inspect Borrower’s or its Affiliates’ servicing facilities pursuant to Section 11.16 belowan Event of Default, Seller, as servicer shall retain 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 servicing fees with respect to the Closing Date, Borrower shall enter into a Servicer Notice and Agreement with the Servicer 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 Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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 ServicerPurchased Loans.

Servicing. (a) The Borrower covenants to maintain or cause the Asset and servicing of the Underlying Loan Mortgage Loans 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets mortgage loans as the Asset and the Underlying Loan Mortgage Loans and in a manner at least equal in quality to the servicing Guarantor the Borrower provides for assets owned to mortgage loans 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 the earliest of (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing approved 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 not be unreasonably withheld, conditioned or delayedBorrower. (b) If the Mortgage Loans are serviced by the Borrower, (i) the Borrower agrees that Lender is the collateral assignee owner of all servicing records of Borrower with respect to the Asset, if anyrecords, 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 Asset Mortgage Loans (the “"Servicing Records”"), and (ii) the Borrower hereby grants the ----------------- Lender a security interest in all of Borrower’s servicing fees and rights relating to the Asset 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, during the continuance of an Event of Default, and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender’s written '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, title, interest and the benefits of the Servicing Agreements with respect to the Mortgage Loans. (d) If the Servicer is the Borrower or an Affiliate of the Borrower, the Borrower shall provide to the Lender a letter from the Servicer to the effect that upon the occurrence of an Event of Default, the Lender may terminate the Servicing Agreement and transfer such servicing to its designee, at no cost or expense to the Lender, 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 Lender. (e) After the Funding Date, until the pledge of such Mortgage Loan is relinquished by the Custodian, the Borrower will have no right to modify or alter the terms of the Mortgage Loan and the Borrower will have no obligation or right to repossess the 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 to inspect the Borrower’s 's or its Affiliates’ Affiliate's servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, for the purpose of satisfying the Lender that the Borrower or its AffiliatesAffiliate, as the case may be, have has the ability to manage service the Asset Mortgage Loans as provided in this Loan Agreement. (d) On or prior to the Closing Date, Borrower shall enter into a Servicer Notice and Agreement with the Servicer 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 Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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) Borrower The Seller covenants to maintain or cause the Asset and servicing of the Underlying Loan Mortgage Loans 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary and prudent servicing practices the requirements set forth in the industry for the same type of assets as the Asset Pooling and the Underlying Loan and in a manner at least equal in quality to the servicing 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 not be unreasonably withheld, conditioned or delayedAgreement. (b) Borrower If the Mortgage Loans are serviced by the Seller, (i) the Seller agrees that Lender the Buyer is the collateral assignee of all servicing records of Borrower with respect to the Asset, if anyrecords, 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 Asset Mortgage Loans (the “"Servicing Records”"), and Borrower hereby (ii) the Seller grants Lender the Buyer a security interest in all of Borrower’s servicing fees to which such Seller is entitled pursuant to the Pooling and Servicing Agreement and rights relating to the Asset Mortgage Loans and all Servicing Records to secure the obligation of Borrower the Seller or its designee to service in conformity with this Section and any other obligation of Borrower the Seller to Lenderthe Buyer. Borrower Each Seller covenants to safeguard such Servicing Records and, during the continuance of an Event of Default, and to deliver them promptly to Lender the Buyer or its designee (including the CustodianTrustee) at Lender’s written the Buyer's request, and subject to the Pooling and Servicing Agreement. (c) Borrower In the event the Seller or its respective Affiliate is servicing the Mortgage Loans, the Seller shall permit Lender the Buyer to inspect Borrower’s the Seller's or its Affiliates’ Affiliate's servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, for the purpose of satisfying Lender the Buyer that Borrower the Seller or its AffiliatesAffiliate, as the case may be, have has the ability to manage service the Asset Mortgage Loans as provided in this Loan Repurchase Agreement. (d) On or prior to the Closing Date, Borrower shall enter into a Servicer Notice and Agreement with the Servicer 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 Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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) The Borrower covenants to maintain or cause the Asset and servicing of the Underlying Loan Mortgage Loans 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets mortgage loans as the Asset and the Underlying Loan Mortgage Loans and in a manner at least equal in quality to the servicing Guarantor the Borrower provides for assets owned mortgage loans 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 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 Guarantor or its Affiliates the Lender in writing. The Lender hereby approves the Borrower as the initial servicer (the “Accepted Servicing PracticesInitial Servicer”). Borrower shall not replace ) of 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 not be unreasonably withheld, conditioned or delayedMortgage Loans. (b) If the Mortgage Loans are serviced by the Borrower, (i) the Borrower agrees that the Lender is the collateral assignee of all servicing records of Borrower with respect to the Assetrecords, if anyincluding, including but not limited to 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 Asset Mortgage Loans (the “Servicing Records”), and (ii) the Borrower hereby grants the Lender a security interest in all of Borrower’s servicing fees and rights relating to the Asset 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, during the continuance of an Event of Default, and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender’s written 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 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 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 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 Lender. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, (i) the Borrower shall give prior written notice to the Lender of any proposed modification or alteration to the terms of any such Mortgage Loan and unless the Borrower shall have received the Lender’s written approval of such modification or alteration within five (5) 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 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 Affiliates’ Affiliate’s servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, for the purpose of satisfying the Lender that the Borrower or its AffiliatesAffiliate, as the case may be, have has the ability to manage service the Asset Mortgage Loans as provided in this Loan Agreement. (d) On or prior to the Closing Date, Borrower shall enter into a Servicer Notice and Agreement with the Servicer 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 Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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) The Borrower covenants to maintain or cause the Asset and servicing of the Underlying Loan Mortgage Loans 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets mortgage loans as the Asset and the Underlying Loan Mortgage Loans and in a manner at least equal in quality to the servicing Guarantor the Borrower provides for assets owned mortgage loans 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 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 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 not be unreasonably withheld, conditioned or delayedBorrower. (b) If the Mortgage Loans are serviced by the Borrower, (i) the Borrower agrees that the Lender is the collateral assignee of all servicing records of Borrower with respect to the Asset, if anyrecords, 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 Asset Mortgage Loans (the “"Servicing Records”"), and (ii) the Borrower hereby grants the Lender a security interest in all of Borrower’s servicing fees and rights relating to the Asset 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, during the continuance of an Event of Default, and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender’s written '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 the Lender's successors and assigns all right, title, interest of the Borrower in, to and under, and the benefits of, any Servicing Agreement 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 permit provide to the Lender to inspect Borrower’s a letter from the Borrower or its Affiliates’ servicing facilities pursuant to Section 11.16 belowthe Servicer, as 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 Closing Dateeffect that upon the occurrence of an Event of Default, Borrower shall enter into a Servicer Notice the Lender may terminate any Servicing Agreement and Agreement with transfer servicing to its designee, at no cost or expense to the Servicer in the form attached hereto as Exhibit C. (e) At the option of Lender, it being agreed that the Loan may be serviced by one or more servicers/trustees (Borrower will pay any such servicer/trustee, together with its agent’s, nominees or designees, are collectively referred and all fees required to as “Loan Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Loan terminate the Servicing Agreement and to effectuate the other Loan Documents transfer of servicing to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration designee of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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 ServicerLender.

Servicing. (a) The Borrower covenants to maintain or cause the Asset and servicing of the Underlying Loan Mortgage Loans 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets mortgage loans as the Asset and the Underlying Loan Mortgage Loans and in a manner at least equal in quality to the servicing Guarantor the Borrower provides for assets owned mortgage loans 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 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 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 not be unreasonably withheld, conditioned or delayedBorrower. (b) If the Mortgage Loans are serviced by the Borrower, (i) the Borrower agrees that the Lender is the collateral assignee of all servicing records of Borrower with respect to the Asset, if anyrecords, 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 Asset Mortgage Loans (the “Servicing Records”"SERVICING RECORDS"), and (ii) the Borrower hereby grants the Lender a security interest in all of Borrower’s servicing fees and rights relating to the Asset 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, during the continuance of an Event of Default, and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender’s written 's request. (c) Borrower shall permit Lender to inspect Borrower’s or its Affiliates’ servicing facilities pursuant to Section 11.16 below, as 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 Closing Date, Borrower shall enter into a Servicer Notice and Agreement with the Servicer 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 Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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) Each Borrower covenants to maintain or cause the Asset and servicing of the Underlying Loan Mortgage Loans 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets as the Asset and the Underlying Loan and in a manner at least equal in quality to the servicing Guarantor provides for assets owned by Guarantor or its Affiliates (“Accepted Servicing Practices”). Borrower In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall not replace terminate automatically upon the Servicer and/or enter into earliest of (i) an Event of Default, or consent (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing to any other Person entering into) a new Servicing Agreement with respect to entity approved by the Asset without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. (b) During the period a Borrower is servicing the Mortgage Loans, (i) such Borrower agrees that Lender is the collateral assignee of has a first priority perfected security interest in all servicing records of Borrower with respect to the Asset, if anyrecords, 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 Asset such Mortgage Loans (the “Servicing Records”), and (ii) such Borrower hereby grants the Lender a security interest in all of Borrower’s servicing fees and rights relating to the Asset 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. Each Borrower covenants to safeguard safeguard, such Servicing Records and, during the continuance of an Event of Default, and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender’s written request. It is understood and 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 Borrowers shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable 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 Lender for such Subservicer to subservice the Mortgage Loans. Initially, the Subservicer shall be Aames Funding Corporation. (d) Each Borrower agrees that upon the occurrence of an Event of Default, the Lender may terminate the related Borrower in its capacity as servicer and terminate any Servicing Agreement and transfer such servicing to the Lender or its designee, at no cost or expense to the Lender. In addition, each Borrower shall provide to the Lender an Instruction Letter from the related 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 Lender’s instructions. Each Borrower agrees to cooperate with the 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 rights 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 obligations or rights to repossess any Mortgage Loan or substitute another Mortgage Loan, except as provided in any Custodial Agreement. (f) Each 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 related Borrower’s or its Affiliates’ Affiliate’s servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, for the purpose of satisfying the Lender that such Borrower or its AffiliatesAffiliate, as the case may be, have has the ability to manage service the Asset Mortgage Loans as provided in this Loan Agreement. (d) On or prior . In addition, with respect to any Subservicer which is not an Affiliate of the Closing Daterelated Borrower, such Borrower shall enter into a Servicer Notice and Agreement with use its best efforts to enable the Servicer 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 Lender to as “Loan Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for inspect the servicing and administration facilities of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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 ServicerSubservicer.

Servicing. (a) The Borrower covenants to maintain or cause the Asset and servicing of the Underlying Loan Mortgage Loans 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets as the Asset and the Underlying Loan and in a manner at least equal in quality to the servicing Guarantor provides for assets owned by Guarantor or its Affiliates (“Accepted Servicing Practices”). Borrower In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall not replace terminate automatically upon the Servicer and/or enter into earliest of (i) an Event of Default, or consent (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing to any other Person entering into) a new Servicing Agreement with respect to entity approved by the Asset without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. (b) During the period the Borrower is servicing the Mortgage Loans, (i) the Borrower agrees that Lender is the collateral assignee of has a first priority perfected security interest in all servicing records of Borrower with respect to the Asset, if anyrecords, 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 Asset such Mortgage Loans (the “"Servicing Records”"), and (ii) the Borrower hereby grants the Lender a security interest in all of Borrower’s servicing fees and rights relating to the Asset 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, during the continuance of an Event of Default, and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender’s written 's request. It is understood and agreed by the 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 related servicing agreement to the Lender at least three (3) Business Days prior to the applicable 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 Lender for such Subservicer to subservice the Mortgage Loans. (d) The Borrower agrees that upon the occurrence of an Event of Default, the Lender may terminate the Borrower in its capacity as servicer and terminate any Servicing Agreement and transfer such servicing to the Lender or its designee, at no cost or expense to the Lender. The Borrower agrees to cooperate with the 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 's or its Affiliates’ Affiliate's servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, for the purpose of satisfying the Lender that the Borrower or its AffiliatesAffiliate, as the case may be, have has the ability to manage service the Asset Mortgage Loans as provided in this Loan Agreement. (d) On or prior . In addition, with respect to any Subservicer which is not an Affiliate of the Closing DateBorrower, the Borrower shall enter into a Servicer Notice and Agreement with use its best efforts to enable the Servicer 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 Lender to as “Loan Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for inspect the servicing and administration facilities of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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 ServicerSubservicer.

Servicing. (a) Borrower Each Loan Party covenants to maintain or cause the Asset and servicing of the Underlying Loan Mortgage Loans 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets as the Asset and the Underlying Loan and in a manner at least equal in quality to the servicing Guarantor provides for assets owned by Guarantor or its Affiliates (“Accepted Servicing Practices”). Borrower In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall not replace terminate automatically upon the Servicer and/or enter into earliest of (i) an Event of Default, (ii) the date on which all the Obligations have been paid in full or consent to any other Person entering into(iii) a new Servicing Agreement with respect to the Asset without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedtransfer of servicing approved by the Loan Parties. (b) Borrower agrees If the Mortgage Loans are serviced by the Loan Parties, (i) the Loan Parties agree that the Lender is the collateral assignee of all servicing records of Borrower with respect to the Asset, if anyrecords, 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 Asset Mortgage Loans (the “Servicing Records”), and Borrower hereby grants (ii) the Loan Parties grant the Lender a security interest in all of Borrower’s servicing fees and rights relating to the Asset Mortgage Loans and all Servicing Records to secure the obligation of Borrower the Loan Parties or its their designee to service in conformity with this Section and any other obligation of Borrower the Loan Parties to the Lender. Borrower covenants The Loan Parties covenant to safeguard such Servicing Records andand to deliver them promptly to the Lender or its designee at the Lender’s request. (c) If the Mortgage Loans are serviced by a third party servicer (such third party servicer, during the continuance “Servicer”), the Loan Parties (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 C 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 a Loan Party or the Servicer is an Affiliate of a Loan Party, such Loan Party shall provide to the Lender a letter from such Loan Party 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 in any event transfer servicing to deliver them promptly to Lender or its designee (including the Custodian) at Lender’s written requestdesignee, at no cost or expense to the Lender, it being agreed that the Loan Parties will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of the Lender. (ce) Borrower After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Lender, the Loan Parties will have no right to modify or alter the terms of such Mortgage Loan and the Loan Parties will have no obligation or right to repossess such Mortgage Loan or substitute another Mortgage Loan, except as provided herein. (f) In the event the Loan Parties or their Affiliate are servicing the Mortgage Loans, the Loan Parties shall permit the Lender from time to time to inspect Borrower’s the Loan Parties’ or its their Affiliates’ servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, for the purpose of satisfying the Lender that Borrower the Loan Parties or its their Affiliates, as the case may be, have has the ability to manage service the Asset Mortgage Loans as provided in this Loan Agreement. (d) On or prior to the Closing Date, Borrower shall enter into a Servicer Notice and Agreement with the Servicer 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 Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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) Borrower covenants to maintain or cause 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise Servicer in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets as the Asset and the Underlying Loan and in a manner at least equal in quality to the servicing Guarantor provides for assets owned by Guarantor or its Affiliates (“Accepted Servicing Practices”). . (b) Unless otherwise approved by Administrative Agent, [Newpoint] shall be the sole Servicer of the Underlying Loan, and Borrower shall not replace the Servicer and/or enter into (or consent to any other Person entering into) a new terminate the Servicing Agreement with respect as to the Asset without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedUnderlying Loan. (bc) Borrower agrees acknowledges that Lender Administrative Agent is the collateral assignee of all Servicing Rights and servicing records of Borrower with respect to the Asset, if anyrecords, 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 policiesInsurance Policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of the Asset Underlying Loan (the “Servicing Records”), ) and Borrower hereby grants Lender a security interest in all of Borrower’s rights relating to the Asset and shall safeguard all Servicing Records so long as the Underlying Loan is subject to secure the obligation this Agreement and, at Administrative Agent’s request while an Event of Borrower or its designee to service Default is in conformity with this Section and any other obligation of Borrower to Lender. Borrower covenants to safeguard existence, shall promptly deliver all such Servicing Records and, during the continuance of an Event of Default, to deliver them promptly to Lender Administrative Agent or its designee (including the Custodian) 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 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 Agreementdesignee. (d) On or prior to the Closing DateWhile an Event of Default is in existence, Borrower shall enter into provide a Servicer Notice copy of each report and Agreement with notice relating to the Servicer in the form attached hereto as Exhibit C.Underlying Loan sent to Borrower to be sent to Administrative Agent concurrently therewith. (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 Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial Loan Servicer hereunder. Borrower agrees that it shall be required solely responsible for any and all fees and charges in effect from time to pay time and charged by Servicer in connection with the Loan Servicer an annual servicing fee of $21,000 during the term of the Underlying Loan, payable on a monthly basis ($1,750 per month) on each Payment Date (and that Administrative Agent shall have no liability therefor. Borrower hereby indemnifies and agrees to hold Administrative Agent harmless from any and all liabilities, claims, losses and demands whatsoever, including reasonable attorneys’ fees and expenses, arising from or relating to any instruction given by Administrative Agent during any period in which an Event of Default is in existence or connection with the “Loan Servicing Fee”). Notwithstanding any collection exercise of remedies by Administrative Agent, except to the extent of the Loan Servicing Fee by Lender on behalf gross negligence or willful misconduct of Loan Servicer, the Loan Servicing Fee will be deemed to have been paid directly to ServicerAdministrative Agent.

Servicing. (a) Borrower The Sellers covenants to maintain or cause the Asset and servicing of the Underlying Loan Purchased Loans 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets as the Asset and the Underlying Loan and in a manner at least equal in quality to the servicing Guarantor provides for assets owned by Guarantor or its Affiliates (“Accepted Servicing Practices”). Borrower In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall not replace terminate automatically upon the Servicer and/or enter into earliest of (i) an Event of Default, or consent (ii) the date on which all the Obligations have been paid in full, or (iii) the transfer of servicing to any other Person entering into) a new Servicing Agreement with respect to entity approved by the Asset without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedBuyer and the assumption thereof by such entity. (b) Borrower During the period NMI is servicing the Purchased Loans, (i) NMI agrees that Lender Buyer is the collateral assignee owner of all servicing records of Borrower with respect to the Asset, if anyrecords, 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 Asset such Loans (the “Servicing Records”), and Borrower hereby (ii) NMI grants Lender the Buyer a security interest in all of Borrower’s rights relating to the Asset and all Servicing Records to secure the obligation of Borrower the Seller or its designee to service in conformity with this Section 43 and any other obligation of Borrower Seller to Lenderthe Buyer. Borrower NMI covenants to safeguard such Servicing Records and, during the continuance of an Event of Default, and to deliver them promptly to Lender the Buyer or its designee (including the Custodian) at Lenderthe Buyer’s written request. It is understood and agreed by the parties that the servicing fees with respect to the Purchased Loans earned by NMI in its capacity as servicer will be retained by NMI. (c) Borrower 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 related servicing agreement with a properly executed Instruction Letter to the 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 the Buyer for such Subservicer to subservice the Loans. (d) Each Seller agrees that upon the occurrence of an Event of Default, the Buyer may terminate NMI in its capacity as servicer and terminate any Servicing Agreement and the related Seller shall transfer such servicing to the Buyer or its designee, at no cost or expense to the Buyer. In addition, the Sellers shall provide to the 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 Buyer’s instructions. Each Seller agrees to cooperate with the 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 except as expressly permitted under Section 13(u) hereof, 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 Lender the Buyer to inspect Borrowerupon reasonable prior written notice (which shall be no less than three (3) Business Days prior to such date) at a mutually convenient time, the Seller’s or its Affiliates’ Affiliate’s servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, for the purpose of satisfying Lender the Buyer that Borrower the Seller or its AffiliatesAffiliate, as the case may be, have has the ability to manage service the Asset Loans as provided in this Loan Agreement. (d) On or prior . In addition, with respect to any Subservicer which is not an Affiliate of the Closing Date, Borrower shall enter into a Servicer Notice and Agreement with the Servicer in the form attached hereto as Exhibit C. (e) At the option of LenderSeller, the Loan may be serviced by one or more servicers/trustees (any such servicer/trustee, together with Seller shall use its agent’s, nominees or designees, are collectively referred best efforts to as “Loan Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Loan Agreement and enable the other Loan Documents Buyer to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for inspect the servicing and administration facilities of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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 ServicerSubservicer.

Servicing. (a) Borrower Seller covenants to maintain or cause the Asset and servicing of the Underlying Loan Purchased Loans 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets as the Asset and the Underlying Loan and in a manner at least equal in quality to the servicing Guarantor provides for assets owned by Guarantor or its Affiliates (“Accepted Servicing Practices”). Borrower In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall not replace terminate automatically upon the Servicer and/or enter into earliest of (i) the occurrence of an Event of Termination, or consent (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 other Person entering into) a new Servicing Agreement with respect to entity approved by Buyer and the Asset without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedassumption thereof by such entity. (b) Borrower During the period Seller is servicing the Purchased Loans, (i) Seller agrees that Lender Buyer is the collateral assignee owner of all servicing records of Borrower with respect to the Asset, if anyrecords, 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 Asset such Loans (the “Servicing Records”), and Borrower hereby (ii) Seller grants Lender Buyer a security interest in all of Borrower’s servicing fees and rights relating to the Asset Purchased Loans and all Servicing Records to secure the obligation of Borrower Seller or its designee to service in conformity with this Section 43 and any other obligation of Borrower Seller to LenderBuyer. Borrower Seller covenants to safeguard such Servicing Records and, during the continuance of an Event of Default, and to deliver them promptly to Lender Buyer or its designee (including the Custodian) at LenderBuyer’s written 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) Borrower 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 Lender Buyer to inspect Borrowerupon reasonable prior written notice at a mutually convenient time, Seller’s or its Affiliates’ Affiliate’s servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, for the purpose of satisfying Lender Buyer that Borrower Seller or its AffiliatesAffiliate, as the case may be, have has the ability to manage service the Asset Loans as provided in this Loan 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. (dg) On With respect to the Additional Collateral Loans that are Purchased Loans hereunder: (i) Pursuant to the related Additional Collateral Servicing Agreement, the related 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, the Additional Collateral Servicer, at its own cost and expense, shall administer the Additional Collateral and the Account Agreement for the benefit of Buyer (i) in a prudent and non-negligent manner and in accordance with the procedures it employs to administer Securities Accounts for its own benefit (as the same may be amended from time to time); (ii) in accordance with the terms of the related Account Agreements, the applicable Loan Documents and this Agreement; and (iii) in accordance with applicable law; (iii) Buyer will cooperate with the Seller to transfer to the Buyer the coverage of the 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 which no satisfactory arrangements can be made for collection of delinquent payments; provided that the 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 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, 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). (v) With respect to each Additional Collateral Loan sold to Buyer under this Agreement, the 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 in respect of any Additional Collateral Loans; (vi) The Seller’s obligations to administer the Securities Accounts shall terminate upon termination of the related Account Agreement. Buyer acknowledges coverage under the terms and provisions of the related Surety Bond as to any 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 Closing Date, Borrower shall enter into a Servicer Notice and Agreement with date of termination of the Servicer in the form attached hereto as Exhibit C.related Account Agreement; and (evii) At If a Required Surety Payment is payable pursuant to the option of Lenderrelated Surety Bond with respect to any Additional Collateral Loan as determined by the Seller, as servicer, the Loan may be serviced by one or more servicers/trustees (Additional Collateral Servicer shall so notify the related Surety Bond Issuer promptly. Seller shall cause the prompt completion of any such servicer/trustee, together with its agent’s, nominees or designees, are collectively referred to as “Loan Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer necessary documentation relating to the extent related Surety Bond and shall cause the prompt submission of such costs and expenses would otherwise be payable documentation to the related Surety Bond Issuer as a claim for a required surety. Buyer shall execute such documentation if requested by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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 ServicerSeller.

Servicing. (a) Borrower The Seller covenants to maintain or cause the Asset and servicing of the Underlying Loan Purchased Loans 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets as the Asset and the Underlying Loan and in a manner at least equal in quality to the servicing Guarantor provides for assets owned by Guarantor or its Affiliates (“Accepted Servicing Practices”). Borrower In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall not replace terminate automatically upon the Servicer and/or enter into 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 consent to (iv) the transfer of servicing approved by the Seller. Upon any other Person entering into) a new Servicing Agreement such termination, Seller shall comply with respect the requirements set forth in Section 7.31 as to the Asset without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayeddelivery of the Servicing Records and the physical servicing of each Purchased Loan. (b) Borrower During the period the Seller or Servicer is servicing the Purchased Loans, (i) the Seller agrees that Lender the Buyer is the collateral assignee owner of the Servicing Rights and all servicing records of Borrower with respect to the Asset, if anyrecords, 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 Asset such Mortgage Loans (the “Servicing Records”), and Borrower hereby (ii) the Seller grants Lender the Buyer a security interest in all of Borrower’s servicing fees and rights relating to the Asset Purchased Loans and all Servicing Records to secure the obligation of Borrower the Seller or its designee to service in conformity with this Section 13.22 and any other obligation of Borrower the Seller to Lenderthe Buyer. Borrower At all times during the term of this Repurchase Agreement, the Seller covenants to safeguard hold such Servicing Records andin 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 understood and agreed by the 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 continuance term of this Repurchase Agreement, serviced by a third party servicer or subservicer (such third party servicer or subservicer, the “Servicer”), such Servicer must be acceptable to RHS, Xxxxxx Mae, Xxxxxxx Mac, FHA or VA, as applicable, and each Seller (i) shall provide a copy of the related servicing or subservicing agreement to the Buyer, which shall be in form and substance acceptable to the Buyer (the “Servicing Agreement”), and (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit G hereto (a “Servicer Notice 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 writing by the Buyer 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. Any transfer of servicing of Mortgage Loans to any Servicer in accordance with this Section 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 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 in any event transfer servicing to deliver them promptly the Buyer’s designee, at no cost or expense to Lender or its 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 (including of the Custodian) at Lender’s written requestBuyer. (ce) Borrower 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 Lender the Buyer from time to time to inspect Borrowerthe Seller’s or its Affiliates’ Affiliate’s servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, for the purpose of satisfying Lender the Buyer that Borrower the Seller or its AffiliatesAffiliate, as the case may be, have has the ability to manage service the Asset Purchased Loans as provided in this Loan Repurchase Agreement. (dh) On or prior The Buyer shall have the right in its sole discretion to appoint a third party to perform due diligence with respect to the Closing Date, Borrower shall enter into a Servicer Notice and Agreement with the Servicer 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 Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a Seller’s servicing agreement between Lender and Loan Servicer. Loan Servicer may, 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, delegate all the Seller shall permit the Buyer to inspect upon reasonable prior written notice at a mutually convenient time, the Seller’s or any portion of its responsibilities Affiliate’s servicing facilities, as the case may be, for the servicing and administration 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 Loan Seller, the Seller shall use its best efforts to a subenable 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-servicer or subof-servicers. Borrower shall be responsible for any pocket costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender the Buyer in connection with any due diligence or Lender hereunder. Lender and Borrower agree that Hanover inspection performed pursuant to this Section 13.22(h) shall be paid by the initial 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 ServicerBuyer.

Servicing. (a) Borrower Subject to subsection (d) below, the Seller covenants to maintain or cause the Asset and servicing of the Underlying Loan Purchased Assets 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary Accepted Servicing Practices and prudent servicing practices in the industry for the same type of assets as the Asset and the Underlying Loan and in a manner at least equal in quality pursuant to the related underlying Servicing Agreement, if any. In the event that the preceding language is interpreted as constituting one or more servicing Guarantor provides for assets owned by Guarantor contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, or its Affiliates (“Accepted Servicing Practices”)ii) the date on which all the Obligations have been paid in full. 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 not be unreasonably withheld, conditioned or delayed.LEGAL02/40118759v8 (b) Borrower During the period the Seller is servicing the Purchased Assets for Agent for the benefit of Buyers, (i) the Seller agrees that Lender Agent for the benefit of Buyers is the collateral assignee owner of all servicing records of Borrower with respect Servicing Records relating to the Asset, if anyPurchased 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 the Asset such Loans (the “Servicing Records”), and Borrower hereby (ii) the Seller grants Lender Agent for the benefit of Buyers a security interest in all of Borrower’s servicing fees and rights relating to the Asset Purchased Assets that have not been repurchased and all Servicing Records to secure the obligation of Borrower the Seller or its designee to service in conformity with this Section 42 and any other obligation of Borrower the Seller to LenderAgent and Buyers. Borrower At all times during the term of this Agreement, the Seller covenants to safeguard hold such Servicing Records andin trust for Agent for the benefit of Buyers and to safeguard, during the continuance of an Event of Defaultor 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 Lender Agent or its designee (including the Custodian) at LenderAgent’s written reasonable request. (c) Borrower 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 related servicing agreement and an Instruction Letter executed by such Subservicer, Seller and Agent (collectively, the “Servicing Agreement”) to 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 Agent. In addition, the Seller shall have obtained the prior written consent of Agent 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 Agreement or any Program Document, including, without limitation, Section 16 of this Agreement. (e) The Seller shall permit Lender Agent and each Buyer to inspect Borrowerupon reasonable prior written notice at a mutually convenient time the Seller’s or its Affiliates’ servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, for the purpose of satisfying Lender Agent and each Buyer that Borrower or its Affiliates, as the case may be, have Seller has the ability to manage service the Asset Loans as provided in this Loan 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 Agent and each Buyer to inspect the servicing facilities of such Subservicer. (df) On or prior Seller retains no economic rights to the Closing Date, Borrower servicing of the Purchased Assets; provided that Seller shall enter into a Servicer Notice and Agreement with continue to service the Servicer in the form attached hereto Purchased Assets hereunder 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 Lender may delegate all or any portion part of its responsibilities under this Loan Agreement and Obligations hereunder. As such, Seller expressly acknowledges that the other Loan Documents Purchased Assets are sold to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities Agent for the servicing and administration benefit of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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 Buyers on a monthly basis ($1,750 per month) on each Payment Date (the “Loan Servicing Fee”)servicing released” basis. 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.LEGAL02/40118759v8

Servicing. (a) Borrower Buyer hereby designates Seller to service each Purchased Asset as Servicer for a term of sixty (60) days following the related Purchase Date of such Purchased Asset, which term is renewable at the sole discretion of Buyer for subsequent sixty (60) day periods (or such other period agreed to by Buyer) upon written direction of Buyer. During such time that Seller is servicing the Purchase Assets, Seller shall service the Purchased Assets for the benefit of or on behalf of Buyer, provided, however, that the obligation of Seller to service any such Purchased Asset 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 Asset and servicing of the Underlying Loan Purchased Assets 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets as the Asset and the Underlying Loan and in a manner at least equal in quality to the servicing Guarantor provides for assets owned by Guarantor or its Affiliates (“Accepted Servicing Practices”). Borrower In the event that this Agreement is interpreted as constituting one or more servicing contracts, each such servicing contract shall not replace terminate automatically upon the Servicer and/or enter into earliest of: (i) the termination thereof by Buyer pursuant to subsection (d) below, (ii) sixty (60) days or consent such other period after the initial sixty (60) day period as Buyer may agree in writing in its sole discretion after the Purchase Date of such Purchased Asset, (iii) the occurrence of a Default or an Event of Default, (iv) the date on which all the Obligations have been paid in full or (iv) the transfer of servicing to any other Person entering into) a new Servicing Agreement with respect to entity approved by Buyer and the Asset without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedassumption thereof by such entity. (b) Borrower agrees that Lender is In the collateral assignee of all servicing records of Borrower event Buyer forecloses upon or exercises any other remedies with respect to the Assetany Related Credit Enhancement pursuant to Section 19, if any, including but not limited Seller shall promptly deliver to Buyer or Buyer’s designee 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 Asset such Assets (the “Servicing Records”), together with the physical and Borrower hereby grants Lender a security interest contractual servicing of the Purchased Assets, in all of Borrower’s rights relating to the Asset each case whether now owned or existing or hereafter acquired or arising and all Servicing Records wherever located, to secure the obligation Obligations of Borrower Seller or its designee to service in conformity with this Section 43 and any other obligation of Borrower Seller to LenderBuyer. Borrower At all times during the term of this Agreement, Seller covenants to hold such Servicing Records and safeguard such Servicing Records and, during the continuance of an Event of Default, and to deliver them promptly to Lender Buyer or its designee (including the Custodian) at Lenderas required by this Agreement. It is understood and agreed by the parties that prior to expiration, termination or non-renewal of the related servicing term pursuant to Section 43(a), Seller shall retain the servicing fees with respect to the Purchased Assets. Seller shall deliver, or shall cause the related Servicer or Subservicer to deliver, the Related Credit Enhancement for each Purchased Asset to Buyer or such other successor servicer as may be designated by Buyer upon the expiration, termination or non-renewal of the related servicing term pursuant to Section 43(a). With respect to the Servicing Records and the physical and contractual servicing of the Purchased Assets 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, upon the expiration, termination or non-renewal of the related servicing term pursuant to Section 43(a), unless otherwise agreed in writing by Buyer. Seller’s written requesttransfer of the Related Credit Enhancement 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) Borrower If any 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 such 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 such 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 Assets without payment of any termination fee or any other amount to Seller and (ii) sell on a servicing released basis any Purchased Assets 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 rights to service the Purchased Assets, including contacting Mortgagors or Subservicers or taking possession of the related Records, or exercise Seller’s rights with respect to the Purchased Assets under the related servicing agreement. Upon the expiration of the servicing term or the termination or non-renewal of Seller as Servicer of the Purchased Assets pursuant to Section 43(a), or as otherwise provided hereunder, Seller shall transfer such servicing with respect to such Purchased Assets 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) [Reserved]. (f) Seller shall permit Lender Buyer to inspect Borrowerupon reasonable prior written notice at a mutually convenient time, Seller’s or its Affiliates’ Affiliate’s servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, for the purpose of satisfying Lender Buyer that Borrower Seller or its AffiliatesAffiliate, as the case may be, have has the ability to manage service the Asset Loans as provided in this Loan Agreement. (d) On or prior . In addition, with respect to the Closing Dateany Subservicer which is not an Affiliate of Seller, Borrower Seller shall enter into a Servicer Notice and Agreement with the Servicer 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 use its agent’s, nominees or designees, are collectively referred best efforts to as “Loan Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents enable Buyer to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for inspect the servicing and administration facilities of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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 ServicerSubservicer.

Servicing. (a) The Borrower covenants to maintain or cause the Asset and servicing of the Underlying Loan Mortgage Loans 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets as the Asset and the Underlying Loan and in a manner at least equal in quality to the servicing Guarantor provides for assets owned by Guarantor or its Affiliates (“Accepted Servicing Practices”). Borrower In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall not replace terminate automatically upon the Servicer and/or enter into earliest of (i) an Event of Default, or consent (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing to any other Person entering into) a new Servicing Agreement with respect to entity approved by the Asset without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. (b) During the period the Borrower is servicing the Mortgage Loans, (i) the Borrower agrees that Lender is the collateral assignee of has a first priority perfected security interest in all servicing records of Borrower with respect to the Asset, if anyrecords, 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 Asset such Mortgage Loans (the “"Servicing Records”"), and (ii) the Borrower hereby grants the Lender a security interest in all of Borrower’s servicing fees and rights relating to the Asset 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, during the continuance of an Event of Default, and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender’s written 's request. It is understood and agreed by the 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 related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable 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 Lender for such Subservicer to subservice the Mortgage Loans. Initially, the Subservicer shall be [Cenlar.] (d) The Borrower agrees that upon the occurrence of an Event of Default, the Lender may terminate the Borrower in its capacity as servicer and terminate any Servicing Agreement and transfer such servicing to the Lender or its designee, at no cost or expense to the Lender. In addition, the Borrower shall provide to the 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 Lender's instructions. The Borrower agrees to cooperate with the 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 's or its Affiliates’ Affiliate's servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, for the purpose of satisfying the Lender that the Borrower or its AffiliatesAffiliate, as the case may be, have has the ability to manage service the Asset Mortgage Loans as provided in this Loan Agreement. (d) On or prior . In addition, with respect to any Subservicer which is not an Affiliate of the Closing DateBorrower, the Borrower shall enter into a Servicer Notice and Agreement with use its best efforts to enable the Servicer 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 Lender to as “Loan Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for inspect the servicing and administration facilities of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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 ServicerSubservicer.

Servicing. (a) The Borrower covenants to maintain or cause the Asset and servicing of the Underlying Loan Mortgage Loans 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets mortgage loans as the Asset and the Underlying Loan Mortgage Loans and in a manner at least equal in quality to the servicing Guarantor the Borrower provides for assets owned mortgage loans 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 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 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 not be unreasonably withheld, conditioned or delayedBorrower. (b) If the Mortgage Loans are serviced by the Borrower, (i) the Borrower agrees that the Lender is the collateral assignee of all servicing records of Borrower with respect to the Asset, if anyrecords, 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 Asset Mortgage Loans (the “"Servicing Records”"), and (ii) the Borrower hereby grants the Lender a security interest in all of Borrower’s servicing fees and rights relating to the Asset 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, during the continuance of an Event of Default, and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender’s written '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 under, and the benefits of, any Servicing Agreement with respect to the Mortgage Loans. Any successor to the Servicer shall be approved in writing by the Lender 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 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 Lender, 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 Lender. (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 such Mortgage Loan and the 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 to inspect the Borrower’s 's or its Affiliates’ Affiliate's servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, for the purpose of satisfying the Lender that the Borrower or its AffiliatesAffiliate, as the case may be, have has the ability to manage service the Asset Mortgage Loans as provided in this Loan Agreement. (dg) On or prior to the Closing Date, The Borrower shall enter into a Servicer Notice and Agreement with ensure that the Servicer will maintain the Servicer's System in a manner that permits the form attached hereto as Exhibit C. (e) At the option of Lender, the Loan may Servicer 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 Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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 ServicerYear 2000 Compliant.

Servicing. (a) Each Borrower covenants to maintain or cause the Asset and servicing of the Underlying Loan Mortgage Loans 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary and prudent servicing practices the requirements set forth in the industry for the same type of assets as the Asset Pooling and the Underlying Loan and in a manner at least equal in quality to the servicing 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 not be unreasonably withheld, conditioned or delayedAgreement. (b) If the Mortgage Loans are serviced by a Borrower, (i) each Borrower agrees that the Lender is the collateral assignee of all servicing records of Borrower with respect to the Asset, if anyrecords, 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 Asset Mortgage Loans (the “"Servicing Records”"), and (ii) each Borrower hereby grants the Lender a security interest in all of Borrower’s servicing fees to which such Borrower is entitled pursuant to the Pooling and Servicing Agreement and rights relating to the Asset Mortgage Loans and all Servicing Records to secure the obligation of a Borrower or its designee to service in conformity with this Section and any other obligation of a Borrower to the Lender. Each Borrower covenants to safeguard such Servicing Records and, during the continuance of an Event of Default, and to deliver them promptly to the Lender or its designee (including the CustodianTrustee) at the Lender’s written 's request, and subject to the Pooling and Servicing Agreement. (c) In the event any Borrower or its respective Affiliate is servicing the Mortgage Loans, such Borrower shall permit the Lender to inspect the Borrower’s 's or its Affiliates’ Affiliate's servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, for the purpose of satisfying the Lender that such Borrower or its AffiliatesAffiliate, as the case may be, have has the ability to manage service the Asset Mortgage Loans as provided in this Loan Agreement. (d) On or prior to the Closing Date, Borrower shall enter into a Servicer Notice and Agreement with the Servicer 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 Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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) Borrower covenants Borrowers covenant to maintain or cause the Asset and servicing of the Underlying Loan Collateral to be serviced by Hanover Street Capital, LLC (“Hanover”) or another third party servicer that is not an Affiliate maintained with respect to each type of Borrower and is reasonably acceptable Collateral pledged to Lender (the “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise hereunder in conformity with accepted customary and prudent servicing practices in the industry for the such same type of assets as the Asset and the Underlying Loan Collateral and in a manner at least equal in quality to the servicing Guarantor provides Borrowers provide for assets owned similar to such Collateral 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 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 Guarantor or its Affiliates (“Accepted Servicing Practices”). Borrower shall not replace the Servicer and/or enter into (or Borrowers and Lender, Lender's 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 not be unreasonably withheld. Midland Loan Services, conditioned or delayedInc. ("Midland")shall be the initial servicer. (b) Borrower agrees If the Collateral, or any portion thereof, is serviced by either Borrower, (i) Borrowers agree that Lender is the collateral assignee of all servicing records of Borrower with respect to the Asset, if anyrecords, 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 Asset such Collateral (the “"Servicing Records”"), and Borrower hereby grants (ii) Borrowers grant Lender a security interest in all of Borrower’s servicing fees and rights relating to the Asset 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 Borrower Borrowers to Lender. Borrower covenants Borrowers covenant to safeguard such Servicing Records and, during the continuance of an Event of Default, and to deliver them promptly to Lender or its designee (including the Custodian) at Lender’s written 's request. (c) If the Collateral, or any portion thereof, is 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 under, and the benefits of, any Servicing Agreement with respect to such Collateral. Any successor to the Servicer shall be approved in writing by Lender prior to such successor's assumption of servicing obligations with respect to such Collateral. (d) Each Borrower shall permit provide to Lender to inspect Borrower’s a letter from the applicable Borrower (if such Borrower is the Servicer) or its Affiliates’ servicing facilities pursuant to Section 11.16 belowthe Servicer, as 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 Closing Dateeffect that upon the occurrence of an Event of Default, Borrower shall enter into a Servicer Notice 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 Servicing Agreement with and to effectuate the Servicer in transfer of servicing to the form attached hereto as Exhibit C. (e) At the option designee 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 Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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) Borrower Subject to subsection (d) below, the Seller covenants to maintain or cause the Asset and servicing of the Underlying Loan Purchased Loans 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary Accepted Servicing Practices and prudent pursuant to the related underlying Servicing Agreement, if any. In the event that the preceding language is interpreted as constituting one or more servicing practices contracts, each such 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 industry for the same type transfer of assets as the Asset servicing to any entity approved by Buyer and the Underlying Loan and in a manner at least equal in quality to the servicing Guarantor provides for assets owned assumption thereof 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 not be unreasonably withheld, conditioned or delayedsuch entity. (b) Borrower During the period the Seller is servicing the Purchased Loans for Buyer, (i) the Seller agrees that Lender Buyer is the collateral assignee owner of all servicing records of Borrower with respect Servicing Records relating to the Asset, if anyPurchased 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 the Asset such Loans (the “Servicing Records”), and Borrower hereby (ii) the Seller grants Lender Buyer a security interest in all of Borrower’s servicing fees and rights relating to the Asset Purchased Loans that have not been repurchased and all Servicing Records to secure the obligation of Borrower the Seller or its designee to service in conformity with this Section 42 and any other obligation of Borrower the Seller to LenderBuyer. Borrower At all times during the term of this Agreement, the Seller covenants to safeguard hold such Servicing Records andin trust for Buyer and to safeguard, during the continuance of an Event of Defaultor 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 Lender Buyer or its designee (including the Custodian) at LenderBuyer’s written reasonable request. It is understood and agreed by the parties that prior to an Event of Default, Seller, as servicer shall retain the servicing fees with respect to the Purchased Loans. (c) Borrower 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 Loan is to be transferred to a Subservicer, the Seller shall permit Lender provide a copy of the related servicing agreement and an Instruction Letter executed by such Subservicer (collectively, the “Servicing Agreement”) to inspect Borrower’s 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 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. Buyer 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 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 or upon the resignation of any Servicer, the Seller shall transfer or shall cause Subservicer to transfer such servicing with respect to such Purchased Loans to Buyer or its Affiliates’ servicing facilities pursuant designee, appointed by Buyer in its sole discretion, at no cost or expense to Section 11.16 below, as Buyer in accordance with applicable laws and applicable Agency Guidelines. The Seller agrees to cooperate with Buyer in connection with the case may be, for the purpose transfer 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 Agreementservicing. (d) On After the Purchase Date, until the Repurchase Date, the Seller will have no right to modify or prior alter the terms of the Loan or consent to the Closing Datemodification or alteration of the terms of any Loan, Borrower shall enter into a Servicer Notice 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 Agreement with the Servicer in the form attached hereto as Exhibit C.or any Program Document, including, without limitation, Section 16 of this Agreement. (e) At Seller retains no economic rights to the option servicing 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 Purchased Loans; provided that Seller shall continue to service the Purchased Loans hereunder as “Loan Servicer”) selected by Lender and Lender may delegate all or any portion part of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender Obligations hereunder. Lender and Borrower agree As such, Seller expressly acknowledges that Hanover shall be the initial Loan Servicer hereunder. Borrower agrees that it shall be required Purchased Loans are sold to pay the Loan Servicer an annual servicing fee of $21,000 during the term of the Loan, payable Buyer 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 Servicerservicing released” basis.

Servicing. (a) The Borrower covenants to shall, or shall cause the Asset Servicer to, service and administer the Underlying Loan to be serviced by Hanover Street Capital, LLC (“Hanover”) or another third party servicer that is not an Affiliate of Borrower Assets in accordance with the Underwriting Guidelines and is reasonably acceptable to Lender (the “Servicer”) pursuant to a servicing agreement in form with due care and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise in conformity with accepted customary and prudent servicing practices procedures for trade receivables, equipment leases, security agreements and installment sale contracts of a similar type and, prior to the occurrence of an Event of Default, shall have full power and 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 industry for event that the same type preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of assets as (i) the Asset 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 Underlying Loan and in a manner at least equal in quality to the servicing 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 not be unreasonably withheld, conditioned or delayedAgent. (b) Borrower agrees that Lender is If the collateral assignee Assets are serviced by the Borrower, an Originator or an Affiliate of either thereof, all servicing records of Borrower with respect to the Assetrecords, if anyincluding, including but not limited to 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 Asset Assets (the “"Servicing Records”), ") shall be held for ----------------- the benefit of the Agent 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 LenderLenders. The Borrower covenants to safeguard such Servicing Records andand to deliver them promptly to the Agent or its designee at the Agent's request after an Event of Default. (c) If the Assets are serviced by a Servicer other than the Borrower or ALS, during the continuance Borrower (i) shall provide a copy of the related servicing agreement to the Agent (the "Servicing Agreement"); and (ii) hereby irrevocably assigns to ------------------- the Agent for the benefit of the Lenders and the Agent's successors and assigns all right, title, interest in and the benefits of the Servicing Agreement with respect to the 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 Servicer, terminate any servicing agreement and transfer such servicing to deliver them promptly to Lender its designee, at no cost or its designee (including the Custodian) 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 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 expense to the Closing DateAgent or the Lenders, it being agreed that the Borrower shall enter into a Servicer Notice will pay any and Agreement all fees required to be paid in connection with the Servicer 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 Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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 Servicerforegoing.

Servicing. (a) Borrower The Seller covenants to maintain or cause the Asset and servicing of the Underlying Loan Purchased Loans 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets as the Asset and the Underlying Loan and in a manner at least equal in quality to the servicing Guarantor provides for assets owned by Guarantor or its Affiliates (“Accepted Servicing Practices”). Borrower In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall not replace terminate automatically upon the Servicer and/or enter into 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 consent to (iv) the transfer of servicing approved by the Seller. Upon any other Person entering into) a new Servicing Agreement such termination, Seller shall comply with respect the requirements set forth in Section 7.31 as to the Asset without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayeddelivery of the Servicing Records and the physical servicing of each Purchased Loan. (b) Borrower During the period the Seller or Servicer is servicing the Purchased Loans, (i) the Seller agrees that Lender the Buyer is the collateral assignee owner of the Servicing Rights and all servicing records of Borrower with respect to the Asset, if anyrecords, 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 Asset such Mortgage Loans (the “Servicing Records”), and Borrower hereby (ii) the Seller grants Lender the Buyer a security interest in all of Borrower’s servicing fees and rights relating to the Asset Purchased Loans and all Servicing Records to secure the obligation of Borrower the Seller or its designee to service in conformity with this Section 13.22 and any other obligation of Borrower the Seller to Lenderthe Buyer. Borrower At all times during the term of this Repurchase Agreement, the Seller covenants to safeguard hold such Servicing Records andin 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 understood and agreed by the 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 continuance term of this Repurchase Agreement, serviced by a third party servicer (such third party servicer, the “Servicer”), such Servicer must be acceptable to RHS, Xxxxxx Xxx, Xxxxxxx Mac, FHA or VA, as applicable, and each Seller (i) shall provide a copy of the servicing agreement to the Buyer, which shall be in form and substance acceptable to the Buyer (the “Servicing Agreement”), and (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit G hereto (a “Servicer Notice 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 writing by the Buyer 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. Any transfer of servicing of Mortgage Loans to any Servicer in accordance with this Section 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) Seller, in its capacity as Servicer of the Purchased Loans, hereby agrees that, upon the occurrence of an Event of Default, the Buyer may terminate Seller as Servicer and transfer servicing to deliver them promptly the Buyer’s designee, at no cost or expense to Lender or its 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 (including of the Custodian) at Lender’s written requestBuyer. (ce) Borrower 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 Lender the Buyer from time to time to inspect Borrowerthe Seller’s or its Affiliates’ Affiliate’s servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, for the purpose of satisfying Lender the Buyer that Borrower the Seller or its AffiliatesAffiliate, as the case may be, have has the ability to manage service the Asset Purchased Loans as provided in this Loan Repurchase Agreement. (dh) On or prior The Buyer shall have the right in its sole discretion to appoint a third party to perform due diligence with respect to the Closing Date, Borrower shall enter into a Servicer Notice and Agreement with the Servicer 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 Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a Seller’s servicing agreement between Lender and Loan Servicer. Loan Servicer may, 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, delegate all the Seller shall permit the Buyer to inspect upon reasonable prior written notice at a mutually convenient time, the Seller’s or any portion of its responsibilities Affiliate’s servicing facilities, as the case may be, for the servicing and administration 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 Loan Seller, the Seller shall use its best efforts to a subenable 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-servicer or subof-servicers. Borrower shall be responsible for any pocket costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender the Buyer in connection with any due diligence or Lender hereunder. Lender and Borrower agree that Hanover inspection performed pursuant to this Section 13.22(h) shall be paid by the initial 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 ServicerBuyer.

Servicing. (a) Borrower covenants to maintain or cause the Asset and servicing of the Underlying Loan Collateral to be serviced by Hanover Street Capital, LLC (“Hanover”) or another third party servicer that is not an Affiliate maintained with respect to each type of Borrower and is reasonably acceptable Collateral pledged to Lender (the “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise Agent hereunder in conformity with accepted customary and prudent servicing practices in the industry for the such same type of assets as the Asset and the Underlying Loan Collateral and in a manner at least equal in quality to the servicing Guarantor Borrower provides for assets owned by Guarantor or its Affiliates (“Accepted Servicing Practices”). Borrower shall not replace the Servicer and/or enter into (or consent similar to any other Person entering into) a new Servicing Agreement with respect to the Asset without Lender’s prior written consent, such Collateral which consent shall not be unreasonably withheld, conditioned or delayedit owns. (b) If the Collateral, or any portion thereof, is serviced by Borrower, (i) Borrower agrees that Lender Agent is the collateral assignee of all servicing records of Borrower with respect to the Asset, if anyrecords, 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 Asset such Collateral (the “"Servicing Records”"), and (ii) Borrower hereby grants Lender Agent a security interest in all of Borrower’s servicing fees and rights relating to the Asset such Collateral and all Servicing Records to secure the obligation of Borrower or its designee to service in conformity with this Section section and any other obligation of Borrower to LenderAgent and the Lenders. Borrower covenants to safeguard such Servicing Records and, during the continuance of an Event of Default, and to deliver them promptly to Lender Agent or its designee (including the Custodian) at Lender’s written upon Agents request. (c) If the Collateral, or any portion thereof, is serviced by a third party 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"); and (ii) hereby irrevocably assigns to Agent and Agents successors and assigns all right, title, interest of Borrower in, to and under, and the benefits of, any Servicing Agreement with respect to such Collateral. Any successor to the Servicer shall be approved in writing by the Agent prior to such successor's assumption of servicing obligations with respect to such Collateral. (d) Borrower shall permit Lender provide to inspect Borrower’s Agent a letter from Borrower (if Borrower is the Servicer) or its Affiliates’ servicing facilities pursuant to Section 11.16 belowthe Servicer, as the case may be, for to the purpose effect that upon the occurrence of satisfying Lender an Event of Default, Agent may terminate any Servicing Agreement and transfer servicing to its designee, at no cost or expense to Agent, it being agreed that Borrower or its Affiliates, as will pay any and all fees required to terminate the case may be, have Servicing Agreement and to effectuate the ability to manage the Asset as provided in this Loan Agreement. (d) On or prior transfer of servicing to the Closing Date, Borrower shall enter into a Servicer Notice and Agreement with the Servicer in the form attached hereto as Exhibit C.designee of Agent. (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 Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan cause the Servicer to the extent such costs and expenses would otherwise provide a copy of each report notice sent to Borrower to be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial Loan Servicer hereunder. Borrower agrees that it shall be required sent 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 ServicerAgent concurrently therewith.

Servicing. (a) Borrower covenants to The Issuer shall cause the Asset and the Underlying Loan all Mortgage Assets to be serviced by Hanover Street Capital, LLC the Servicer (“Hanover”or a replacement Servicer approved by the Majority of the Controlling Class) in accordance with the Servicing Agreement (or another third party servicer that is not an Affiliate of Borrower and is reasonably a replacement Servicing Agreement acceptable to Lender (the “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”Majority of the Controlling Class), and otherwise in conformity each case in accordance with accepted customary and prudent servicing practices in the industry for Servicing Standard. The Issuer shall obtain the same type written consent of assets as the Asset and Majority of the Underlying Loan and in a manner at least equal in quality Controlling Class prior to the servicing Guarantor provides for assets owned by Guarantor appointing any replacement Servicer or its Affiliates (“Accepted Servicing Practices”). Borrower shall not replace the Servicer and/or enter entering into (or consent to amending or modifying any other Person entering into) a new Servicing Agreement with respect to the Asset without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. (b) Borrower agrees that Lender is Mortgage Assets with a Servicer. Upon the collateral assignee of all servicing records of Borrower with respect to the Asset, if any, including but not limited to any occurrence 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 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 Servicing Records and, during the continuance of an Event of Default, the Majority of the Controlling Class shall have the right to deliver them promptly terminate the Servicer and the Servicing Agreement and appoint a replacement Servicer to Lender 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) Subject to the Mortgage Asset Documents, the terms of the Servicing Agreement and the Servicing Standard, 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 Issuer for the servicing and administering of the Mortgage Assets in accordance with the provisions of 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 expenses of any Affiliates, vendors or other third parties out of its designee (including the Custodian) at Lender’s written requestServicing Fee. (c) Borrower shall permit Lender to inspect Borrower’s or its Affiliates’ The Servicer may enter into sub-servicing facilities pursuant to Section 11.16 belowagreements with sub-servicers (so long as such sub-servicer is a Qualified Servicer and, so long as the case 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 such servicing and administration that it may bedeem, in its reasonable judgment, necessary or desirable; provided that the Servicer shall remain obligated and liable to the Issuer for the purpose servicing and administering of satisfying the Mortgage Assets in accordance with the 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 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 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 that Borrower or its Affiliates, (for so long as the case may be, have Class A Loan is Outstanding)) shall (x) conform to the ability to manage the Asset as provided provisions in this Loan AgreementSection 17.1, (y) provide that it shall terminate automatically upon the termination of the Servicer and (z) terminate, at the option of a Majority of the Controlling Class, upon the occurrence and continuance of an Event of Default hereunder. (d) On The Issuer and the Class A Lender hereby approve the Servicing Agreement. The Issuer shall not cause or prior permit the Servicing Agreement to be amended, modified or supplemented without the Closing Date, Borrower shall enter into consent of a Servicer Notice and Agreement with Majority of the Servicer in Holders of the form attached hereto as Exhibit C.Controlling Class. (e) At In no event shall the option Issuer be permitted to acquire a Mortgaged Property by foreclosure or a conveyance in lieu 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 Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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 Servicerforeclosure.

Servicing. (a) Borrower covenants to maintain or cause the Asset and servicing of the Underlying Loan Collateral to be serviced by Hanover Street Capital, LLC (“Hanover”) or another third party servicer that is not an Affiliate maintained with respect to each type of Borrower and is reasonably acceptable Collateral pledged to Lender (the “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise hereunder in conformity with accepted customary and prudent servicing practices in the industry for the such same type of assets as the Asset and the Underlying Loan Collateral and in a manner at least equal in quality to the servicing Guarantor Borrower provides for assets owned similar to such Collateral 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 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 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 and Lender’s prior written consent, which Lender's consent shall not be unreasonably withheld. Midland Loan Services, conditioned or delayedL.P. shall be the initial servicer. (b) If the Collateral, or any portion thereof, is serviced by Borrower, (i) Borrower agrees that Lender is the collateral assignee of all servicing records of Borrower with respect to the Asset, if anyrecords, 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 Asset such Collateral (the “"Servicing Records”"), and (ii) Borrower hereby grants Lender a security interest in all of Borrower’s servicing fees and rights relating to the Asset 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, during the continuance of an Event of Default, and to deliver them promptly to Lender or its designee (including the Custodian) at Lender’s written 's request. (c) If the Collateral, or any portion thereof, is 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 under, and the benefits of, any Servicing Agreement with respect to such Collateral. Any successor to the Servicer shall be approved in writing by Lender prior to such successor's assumption of servicing obligations with respect to such Collateral. (d) Borrower shall provide to Lender a letter from Borrower (if Borrower is the Servicer) or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of 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 Servicing Agreement and to effectuate the transfer of servicing to the designee of Lender. (e) After the Funding Date, until the pledge of any Collateral is relinquished by Custodian, Borrower will have no right to modify or alter the terms of any of the documents pertaining to such Collateral and Borrower will have no obligation or right to repossess such Collateral or substitute other Collateral, except as provided in the Custodial Agreement; provided, however, that so long as no Default or Event of Default has occurred and is continuing, Borrower may enter into such modifications of the terms of such documents as do not, as to any individual item of Collateral, (i) result in a negative monetary effect or (ii) constitute a material adverse effect. (f) In the event Borrower or its Affiliate is servicing any Collateral, Borrower shall permit Lender to inspect Borrower’s 's or its Affiliates’ Affiliate's servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, for the purpose of satisfying Lender that Borrower or its AffiliatesAffiliate, as the case may be, have has the ability to manage the Asset service such Collateral as provided in this Loan Agreement. (dg) On or prior to the Closing Date, Borrower shall enter into a Servicer Notice and Agreement with cause the Servicer in the form attached hereto as Exhibit C. (e) At the option to provide a copy of Lender, the Loan may each report and notice sent to Borrower to be serviced by one or more servicers/trustees (any such servicer/trustee, together with its agent’s, nominees or designees, are collectively referred sent to as “Loan Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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 Servicerconcurrently therewith.

Servicing. (a) The Borrower covenants to maintain or cause the Asset and servicing of the Underlying Loan Franchise Loans 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets Franchise Loans as the Asset and the Underlying Loan Franchise Loans and in a manner at least equal in quality to the servicing Guarantor the Borrower provides for assets owned by Guarantor or its Affiliates Franchise Loans which it owns (“"Accepted Servicing Practices”"). Borrower In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall not replace terminate automatically upon the Servicer and/or enter into earlier of (i) an Event of Default, or consent to any other Person entering into(ii) a new Servicing Agreement with respect to the Asset without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedTermination Date. (b) The Borrower agrees that the Lender is the collateral assignee of all servicing records of Borrower with respect to the Asset, if anyrecords, 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 Asset Franchise Loans (the “"Servicing Records”"), and (ii) the Borrower hereby grants the Lender a security interest in all of the Borrower’s 's rights relating to the Asset Franchise 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, during the continuance of an Event of Default, and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender’s written 's request. (c) After the Funding Date, until the pledge of any Franchise Loan is relinquished by the Custodian, the Borrower will have no right to modify or alter the terms of such Franchise Loan Documents except with the prior written consent of the Lender, and the Borrower will have no obligation or right to repossess such Franchise Loan or substitute another Franchise Loan, except as provided in the Custodial Agreement; provided, that the Borrower may enter into forbearance agreements or plans with Obligors consistent with its collection activities as servicer of the Franchise Loans and in conformity with Accepted Servicing Practices. (d) The Borrower shall permit the Lender to inspect the Borrower’s 's or its Affiliates’ Affiliate's servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, for the purpose of satisfying the Lender that the Borrower or its AffiliatesAffiliate, as the case may be, have has the ability to manage service the Asset Franchise Loans as provided in this Loan Agreement. (d) On or prior to the Closing Date, Borrower shall enter into a Servicer Notice and Agreement with the Servicer 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 Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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) The Borrower covenants to maintain or cause the Asset and servicing of the Underlying Loan Mortgage Loans 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets mortgage loans as the Asset and the Underlying Loan Mortgage Loans and in a manner at least equal in quality to the servicing Guarantor the Borrower provides for assets owned mortgage loans 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 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 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 not be unreasonably withheld, conditioned or delayedBorrower. (b) If the Mortgage Loans are serviced by the Borrower, (i) the Borrower agrees that the Lender is the collateral assignee of all servicing records of Borrower with respect to the Asset, if anyrecords, 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 Asset Mortgage Loans (the “"Servicing Records”"), and (ii) the Borrower hereby grants the Lender a security interest in all of Borrower’s servicing fees and rights relating to the Asset 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, during the continuance of an Event of Default, and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender’s written '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 under, and the benefits of, any Servicing Agreement with respect to the Mortgage Loans. Any successor to the Servicer shall be approved in writing by the Lender 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 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 Lender, 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 Lender. (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 such Mortgage Loan and the 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 an Affiliate is servicing the Mortgage Loans, the Borrower shall permit the Lender to inspect the Borrower’s 's or its Affiliates’ Affiliate's servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, for the purpose of satisfying the Lender that the Borrower or its AffiliatesAffiliate, as the case may be, have has the ability to manage service the Asset Mortgage Loans as provided in this Loan Agreement. (dg) On or prior to the Closing Date, The Borrower shall enter into a Servicer Notice and Agreement with ensure that the Servicer will maintain the Servicer's System in a manner that permits 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 Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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 ServicerYear 2000 Compliant.

Servicing. (a) Borrower Each Seller covenants to maintain or cause 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 maintained the servicing of Borrower and is reasonably acceptable to Lender (the “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise Purchased Loans in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets as the Asset and the Underlying Loan Accepted Servicing Practices and in a manner at least equal in quality to the servicing Guarantor such Servicer provides for assets owned by Guarantor mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or its Affiliates more servicing contracts, the Agent may terminate each such servicing contract at any time and at no cost or expense to the Agent (“Accepted Servicing Practices”or the Buyer). Borrower Each Seller acknowledges that neither the Buyers nor the Agent shall have any duties and shall not replace assume any obligations of the related Seller or the Servicer and/or enter into (or consent to any other Person entering into) a new Servicing Agreement with respect to servicing the Asset Purchased Loans, including without Lender’s prior written consentlimitation, which consent shall not be unreasonably withheldduties owed to the Servicer, conditioned payment of any reimbursement or delayedindemnification, or payment of any servicing fees or any other fees due the Servicer. (b) Borrower 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 Lender the Agent is the collateral assignee of all servicing records of Borrower with respect to the Asset, if anyrecords, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapesfiles, copies of computer tapesfiles, 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 Asset such Purchased Loans (the “"Servicing Records”"), and Borrower hereby (iii) such Seller grants Lender the Agent, for the ratable benefit of the Buyers, a security interest in all of Borrower’s servicing fees and rights relating to the Asset such Purchased Loans and all Servicing Records to secure the obligation of Borrower each Seller or its designee to service in conformity with this Section and any other obligation of Borrower the Sellers to Lenderthe Buyers. Borrower covenants The Sellers covenant to safeguard such Servicing Records and, during the continuance of an Event of Default, and to deliver them promptly to Lender the Agent or its designee (including the Custodian) at Lender’s written the Agent's request. (c) Borrower 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 Seller or Affiliate of a Seller is servicing any Purchased Loans, such Seller shall permit Lender the Agent from time to time to inspect Borrower’s such Seller's or its Affiliates’ Affiliate's servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, for the purpose of satisfying Lender the Agent that Borrower such Seller or its AffiliatesAffiliate, as the case may be, have has the ability to manage service the Asset Purchased Loans as provided in this Loan Repurchase Agreement. (d) On or prior to the Closing Date, Borrower shall enter into a Servicer Notice and Agreement with the Servicer 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 Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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) The Borrower covenants to maintain or cause the Asset and servicing of the Underlying Loan Mortgage Loans 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets mortgage loans as the Asset and the Underlying Loan Mortgage Loans and in a manner at least equal in quality to the servicing Guarantor the Borrower provides for assets owned mortgage loans 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 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 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 not be unreasonably withheld, conditioned or delayedBorrower. (b) If the Mortgage Loans are serviced by the Borrower, (i) the Borrower agrees that the Lender is the collateral assignee of all servicing records of Borrower with respect to the Asset, if anyrecords, 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 Asset Mortgage Loans (the “Servicing Records”"SERVICING RECORDS"), and (ii) the Borrower hereby grants the Lender a security interest in all of Borrower’s servicing fees and rights relating to the Asset 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, during the continuance of an Event of Default, and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender’s written '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 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 G 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 under, and the benefits of, any Servicing Agreement with respect to the Mortgage Loans. Any successor to the Master Servicer shall be approved in writing by the Lender 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 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 Lender, 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 Lender. (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 such Mortgage Loan and the 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 to inspect the Borrower’s 's or its Affiliates’ Affiliate's servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, for the purpose of satisfying the Lender that the Borrower or its AffiliatesAffiliate, as the case may be, have has the ability to manage service the Asset Mortgage Loans as provided in this Loan Agreement. (dg) On or prior to the Closing Date, The Borrower shall enter into a Servicer Notice and Agreement with ensure that the Servicer will maintain the Servicer's System in a manner that permits 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 Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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 ServicerYear 2000 Compliant.

Servicing. (a) The Borrower covenants to maintain or cause the Asset and servicing of the Underlying Loan Mortgage Loans 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets as the Asset and the Underlying Loan and in a manner at least equal in quality to the servicing Guarantor provides for assets owned by Guarantor or its Affiliates (“Accepted Servicing Practices”). Borrower In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall not replace terminate automatically upon the Servicer and/or enter into earliest of (i) an Event of Default, or consent (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing to any other Person entering into) a new Servicing Agreement with respect to entity approved by the Asset without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. (b) It is understood and agreed by the parties that prior to an uncured Event of Default and termination for cause, the Borrower agrees that Lender is shall retain the collateral assignee of servicing fees, servicing rights and all servicing records of Borrower economic rights with respect to the AssetMortgage Loans. (c) The Borrower agrees that upon the occurrence of an uncured Event of Default, if anythe Lender may terminate the Borrower in its capacity as servicer and transfer 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 Asset such Mortgage Loans (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 Servicing Records and, during the continuance of an Event of Default, to deliver them promptly to Lender or its designee designee, at no cost or expense to the Lender. The Borrower agrees to cooperate with the Lender in connection with the transfer of servicing. The Lender shall pay the Borrower or apply the value of the servicing to the Secured Obligations at the prevailing market price for the servicing (including as determined by averaging values established by CRSI, Harrison, New York and Bayview Financial, Miami, Florida). Any funds remaining after the Custodian) at Lender’s written requestSecured Obligations have been paid in full shall be promptly paid to the Borrower. (cd) 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 the Custodial Agreement. (e) The Borrower shall permit the Lender to inspect upon reasonable prior written notice (which shall be no less than five (5) Business Days prior to such date) at a mutually convenient time the Borrower’s 's or its Affiliates’ Affiliate's servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, for the purpose of satisfying the Lender that the Borrower or its AffiliatesAffiliate, as the case may be, have has the ability to manage service the Asset Mortgage Loans as provided in this Loan Agreement. (df) On or In the event servicing of the Mortgage Loans is terminated without cause prior to an Event of Default and the Closing Date, Borrower shall enter into a Servicer Notice and Agreement with Servicing Records are delivered to the Servicer in the form attached hereto as Exhibit C. (e) At the option of LenderLender or its designee, 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 Lender shall pay to as “Loan Servicer”) selected by Lender and Lender may delegate all or any portion the Borrower a termination fee equal to the product of its responsibilities under this Loan Agreement 150 basis points and the other Loan Documents outstanding principal balance of such Mortgage Loans and to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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 Serviceris terminated.

Servicing. (a) The Borrower covenants to maintain or cause the Asset and servicing of the Underlying Loan Mortgage Loans 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets mortgage loans as the Asset and Mortgage Loans. In the Underlying Loan and 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 date on which all the Secured Obligations have been paid in a manner at least equal in quality to full, or (iii) the transfer of servicing Guarantor provides for assets owned approved 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 not be unreasonably withheld, conditioned or delayedBorrower. (b) If the Mortgage Loans are serviced by the Borrower, (i) the Borrower agrees that Lender is the collateral assignee owner of all servicing records of Borrower with respect to the Asset, if anyrecords, 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 Asset Mortgage Loans (the “Servicing Records”"SERVICING RECORDS"), and (ii) the Borrower hereby grants the Lender a security interest in all of Borrower’s servicing fees and rights relating to the Asset 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, during the continuance of an Event of Default, and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender’s written '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, title, interest and the benefits of the Servicing Agreements with respect to the Mortgage Loans. (d) If the Servicer is the Borrower or an Affiliate of the Borrower, the Borrower shall provide to the Lender a letter from the Servicer to the effect that upon the occurrence of an Event of Default, the Lender may terminate the Servicing Agreement and transfer such servicing to its designee, at no cost or expense to the Lender, 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 Lender. (e) After the Funding Date, until the pledge of any Mortgage Loan, Underlying Obligation, Underlying Loan and Affiliate Transfer is relinquished by the Custodian, the Borrower will have no right to modify or alter the terms of the Mortgage Loan or Underlying Obligation, Underlying Loan or Affiliate Transfer and the Borrower will have no obligation or right to repossess the Mortgage Loan or Underlying Obligation, Underlying Loan or Affiliate Transfer or substitute another Mortgage Loan or Underlying Obligation, Underlying Loan or Affiliate Transfer, 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 to inspect the Borrower’s 's or its Affiliates’ Affiliate's servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, for the purpose of satisfying the Lender that the Borrower or its AffiliatesAffiliate, as the case may be, have has the ability to manage service the Asset Mortgage Loans as provided in this Loan Agreement. (d) On or prior to the Closing Date, Borrower shall enter into a Servicer Notice and Agreement with the Servicer 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 Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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. With respect to Eligible Assets which are Mortgage Loans: (a1) Each Borrower covenants to maintain or cause the Asset and servicing of the Underlying Loan Mortgage Loans 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets mortgage loans as the Asset and the Underlying Loan Mortgage Loans and in a manner at least equal in quality to the servicing Guarantor the Borrowers or the Borrowers' designee 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 not be unreasonably withheld, conditioned or delayed.Mortgage (b2) If the Mortgage Loans are serviced by either Borrower, such Borrower agrees that the Lender is the collateral assignee of all servicing records of Borrower with respect to the Asset, if anyrecords, 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 Asset Mortgage Loans (the “"Servicing Records”"), and (ii) such Borrower hereby grants the Lender a security interest in all of such Borrower’s 's rights relating to the Asset 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. Borrower covenants The Borrowers covenant to safeguard such Servicing Records and, during the continuance of an Event of Default, and to deliver them promptly to the Lender or its designee (including the Mortgage Custodian) at the Lender’s written 's request. (c3) 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 Funding Date, which shall be in form and substance acceptable to the Lender (the "Servicing Agreement"). (4) 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 Instruction Letter), 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 Lender, it being agreed that the Borrowers will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of the Lender. (5) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Mortgage Custodian, the 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. (6) The Borrowers shall permit the Lender to inspect Borrower’s or its Affiliates’ the servicing facilities pursuant to Section 11.16 belowof the Borrowers, their Affiliates, or any Subservicer which is its Affiliate of a Borrower as the case may be, for the purpose of satisfying the Lender that Borrower the Borrowers, an Affiliate, or its Affiliatessuch Subservicer, as the case may be, have has the ability to manage service the Asset Mortgage Loans as provided in this -141- 147 Loan Agreement. (d) On or prior . With respect to the Closing Date, Borrower shall enter into a Servicer Notice and Agreement with the Servicer in the form attached hereto as Exhibit C. (e) At the option of Lenderany Subservicer which is not an Affiliate, 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 Borrowers shall use their best efforts to as “Loan Servicer”) selected by enable the Lender and Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for inspect the servicing and administration facilities of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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 ServicerSubservicer.

Servicing. Acting directly or through one or more Subservicers as provided in Section 3.03, the Servicer shall service and administer the Mortgage Loans in accordance with this Agreement, the terms of the respective Mortgage Loans, all applicable laws (a) Borrower covenants including, without limitation, any applicable predatory and abusive lending laws), and its normal and customary servicing standards, and shall have full power and authority, acting alone, to do or cause the Asset and the Underlying Loan to be serviced by Hanover Street Capitaldone any and all things in connection with such servicing and administration which it may deem necessary or desirable. The Servicer shall not be required to institute litigation for collection of any payment if it reasonably questions its ability to enforce the provision of the Mortgage Loan under which the payment is required. Subject to the terms hereof, LLC (“Hanover”) or another third party servicer that is not an Affiliate the Servicer shall have full power and authority to execute and deliver, on behalf of Borrower the Trustee, customary consents, waivers and similar instruments. Subject to Section 3.03, the Servicer may, and is reasonably acceptable hereby authorized to, perform any of its servicing responsibilities with respect to Lender (all or certain of the “Servicer”) Mortgage Loans through a Subservicer as it may from time to time designate, but no such designation of a Subservicer shall serve to release the Servicer from any of its obligations under this Agreement. Such Subservicer shall have the rights and powers of the Servicer which have been delegated to such Subservicer with respect to such Mortgage Loans under this Agreement. Without limiting the generality of the foregoing, but subject to Sections 3.11 and 3.12, the Servicer in its own name or in the name of a Subservicer may be authorized and empowered pursuant to a servicing agreement in form power of attorney executed and substance reasonably acceptable delivered by the Trustee to Lender (“Servicing Agreement”)execute and deliver, and otherwise in conformity with accepted customary may be authorized and prudent servicing practices in empowered by the industry for Trustee to execute and deliver, on behalf of itself, the same type of assets as the Asset Holders and the Underlying Loan Trustee or any of them, (i) any and in a manner at least equal in quality to the servicing Guarantor provides for assets owned by Guarantor all instruments of satisfaction or its Affiliates (“Accepted Servicing Practices”). Borrower shall not replace the Servicer and/or enter into (cancellation or consent to any of partial or full release or discharge and all other Person entering into) a new Servicing Agreement comparable instruments with respect to the Asset without Lender’s prior written consentMortgage Loans and the Mortgaged Properties, which consent (ii) to institute foreclosure proceedings or obtain a deed in lieu of foreclosure so as to effect ownership of any Mortgaged Property in the name of the Servicer on behalf of the Trustee, and (iii) to hold title to any Mortgaged Property upon such foreclosure or deed in lieu of foreclosure on behalf of the Trustee. Section 3.11(a) and Section 3.12(a) shall not be unreasonably withheld, conditioned or delayed. (b) Borrower agrees that Lender is each constitute a revocable power of attorney from the collateral assignee of all servicing records of Borrower with respect Trustee to the Asset, if any, including but not limited Servicer to execute an instrument of satisfaction (or assignment of mortgage without recourse) for any and all servicing agreements, files, documents, records, data bases, computer tapes, copies Mortgage Loan held by the Trustee paid in full or foreclosed (or for which payment in full has been escrowed). Revocation of computer tapes, proof such power of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to attorney shall take effect upon (i) the receipt by the Servicer of written notice thereof from the Trustee or evidencing (ii) the servicing termination of the Asset (Trust. Upon written instructions from the “Servicing Records”)Servicer, and Borrower hereby grants Lender a security interest in all of Borrower’s rights relating the Trustee shall execute any documentation furnished to it by 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 Servicing Records and, during the continuance of an Event of Default, to deliver them promptly to Lender or its designee (including the Custodian) 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 the case may be, Servicer 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 Closing Date, Borrower shall enter into a Servicer Notice and Agreement with recordation by the Servicer in the form attached hereto appropriate jurisdictions as Exhibit C. (e) At shall be necessary to effectuate the option of Lenderforegoing. Subject to Sections 3.11 and 3.12, 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 Trustee shall execute a power of attorney to as “Loan Servicer”) selected by Lender and Lender may delegate all the Servicer or any portion of its responsibilities under this Loan Agreement Subservicer and furnish them with any other documents as the other Loan Documents Servicer or such Subservicer shall reasonably request in writing to Loan Servicer, which may be done by Lender pursuant enable the Servicer and such Subservicer to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the carry out their respective servicing and administration of the Loan to a sub-servicer or sub-servicersadministrative duties hereunder. Borrower The Servicer shall be responsible for any costs and expenses of Loan Servicer give prompt written notice to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender Trustee of any action, of which the Servicer has actual knowledge, to (i) assert a claim against the Trust or Lender hereunder. Lender and Borrower agree that Hanover shall be (ii) assert jurisdiction over the initial 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 ServicerTrust.

Servicing. (a) The Borrower covenants to cause the Asset Mortgage Loans to be serviced pursuant to the Servicing Agreement and to cause the Underlying Loan 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 Hanover Street Capitalthe Initial Servicer as of the 120th day after the date of the related Advance. The Borrower agrees that the Initial Servicer shall have no right to service any Mortgage Loan after the date which is 150 days as of the date of the related Advance without the prior written consent of the Lender, LLC (“Hanover”) which may be given or another third party servicer that is not withheld in its sole and absolute discretion. The payment of any servicing fees of an Affiliate of Borrower and is reasonably acceptable to Lender (the “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets as the Asset and the Underlying Loan and in a manner at least equal in quality Initial Servicer shall be subordinate to the servicing 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 payment of amounts due to the Asset without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedLender under this Loan Agreement. (b) During the term of this Loan Agreement, (i) the Borrower agrees that the Lender is the collateral assignee of has a first priority perfected security interest in all servicing records of Borrower with respect to the Asset, if anyrecords, including but not limited to any and all servicing agreements, files, documents, records, data basesdatabases, computer tapes, copies of computer tapes, proof 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 Asset (the “"Servicing Records”"), and (ii) the Borrower hereby grants the Lender a security interest in all of servicing fees, the Borrower’s 's rights relating to the Asset Mortgage Loans and all Servicing Records Records, in each case to secure the obligation of Borrower or its designee any Servicer to service in conformity with this Section and the Servicing Agreement and any other obligation obligations of the Borrower to the Lender. The Borrower covenants to safeguard such Servicing Records and, during the continuance of an Event of Default, and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender’s written '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 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 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 Servicing Agreement, 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 Lender a letter from the Borrower to the effect that, upon the occurrence 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 any expense, and direct that collections with respect to the Mortgage Loans be remitted in accordance with the Lender's instructions. The Borrower agrees to cooperate with the 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 Lender 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 's or its Affiliates’ any Related Party's servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, for the purpose of satisfying the Lender that the Borrower or its Affiliatessuch Related Party, as the case may be, have has the ability to manage service the Asset Mortgage Loans as provided in this Loan Agreement. In addition, with respect to a Servicer which is not a Related Party, the Borrower shall use its reasonable best efforts to enable the Lender to inspect the servicing facilities of such Servicer. (dg) On or prior to To the Closing Date, Borrower extent that any provision of this Section 11.15 shall enter into a Servicer Notice and Agreement be in conflict with the Servicer in provisions of the form attached hereto as Exhibit C. (e) At the option of LenderServicing Agreement, 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 Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration provisions of the Loan to a sub-servicer or sub-servicers. Borrower Servicing Agreement shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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 Servicercontrol.

Servicing. (a) Each of TFC and the Borrower covenants to maintain or cause the Asset and servicing of the Underlying Loan Contracts 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise 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 Asset and the Underlying Loan Contracts and in a manner at least equal in quality to the servicing Guarantor TFC provides for assets owned by Guarantor Contracts which it owns. In the event that the preceding language is interpreted as constituting one or its Affiliates more servicing contracts, each such servicing contract shall terminate automatically upon the earlier of (“Accepted Servicing Practices”). Borrower shall not replace i) the Servicer and/or enter into occurrence of an Event of Default, or (or consent to any other Person entering intoii) a new Servicing Agreement with respect to the Asset without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedFacility Termination Date. (b) Each of TFC and the Borrower agrees that Lender (i) the Collateral Agent is the collateral assignee of all servicing records of Borrower with respect relating to the Asset, if anyCollateral, 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 Asset Contracts (the “"Servicing Records”"), and (ii) the Borrower hereby grants Lender the Collateral Agent, for the benefit of the Lender, the Hedge Counterparty and the Insurer, a security interest in all of the Borrower’s 's rights relating to the Asset Contracts 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. Each of TFC and the Borrower covenants to safeguard such Servicing Records and, during the continuance of an Event of Default, and to deliver them promptly to the Lender or its designee (including the CustodianCollateral Agent) at Lender’s written requestthe request of the Lender and, provided that no Insurer Default shall have occurred and be continuing, the Insurer. (c) After the Certification Date, until the pledge of any Contract is relinquished by the Collateral Agent, neither TFC nor the Borrower will have any right to modify or alter the terms of the related Contract Documents except with the prior written consent of the Lender and, provided that no Insurer Default shall have occurred and be continuing, the Insurer in the case of the Borrower, or as permitted by the Servicing Agreement, in the case of TFC, and neither TFC nor the Borrower will have any obligation or right to repossess such Contract or substitute another Contract, except as provided in the Custodial Agreement. (d) TFC shall permit the Lender and the Insurer to inspect Borrower’s TFC's or its Affiliates’ Affiliate's servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, during normal business hours after reasonable prior notice, for the purpose of satisfying the Lender or the Insurer that Borrower TFC or its AffiliatesAffiliate, as the case may be, have has the ability to manage service the Asset Contracts as provided in this Loan Agreement. (d) On or prior to the Closing Date, Borrower shall enter into a Servicer Notice and Agreement with the Servicer 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 Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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 ServicerDocuments.

Servicing. (a) Borrower Subject to subsection (d) below, Seller covenants to maintain or cause the Asset and servicing of the Underlying Loan Purchased Assets 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary Accepted Servicing Practices and prudent pursuant to the related underlying Servicing Agreement, if any. In the event that the preceding language is interpreted as constituting one or more servicing practices contracts, each such servicing contract shall terminate automatically upon the earliest of (i) the termination thereof of Buyer pursuant to subsection (g) below, (ii) the date on which all the Obligations have been paid in full, or (iii) the industry for the same type transfer of assets as the Asset servicing to any entity approved by Buyer (or Agent on behalf of Buyer) and the Underlying Loan and in a manner at least equal in quality to the servicing Guarantor provides for assets owned assumption thereof 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 not be unreasonably withheld, conditioned or delayedsuch entity. (b) Borrower During the period Seller is servicing the Purchased Assets for Buyer, (i) Seller agrees that Lender Buyer is the collateral assignee owner of all servicing records of Borrower with respect Servicing Records relating to the Asset, if anyPurchased 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 the Asset such Loans (the “Servicing Records”), and Borrower hereby (ii) Seller grants Lender Buyer a security interest in all of Borrower’s servicing fees and rights relating to the Asset Purchased Assets that have not been repurchased and all Servicing Records to secure the obligation of Borrower Seller or its designee to service in conformity with this Section 40 and any other obligation of Borrower Seller to LenderBuyer. Borrower At all times during the term of this Agreement, Seller covenants to safeguard hold such Servicing Records andin trust for Buyer and to safeguard, during the continuance of an Event of Defaultor 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 Lender Buyer or its designee (including the Custodian) at LenderBuyer’s written (or Agent’s on US_ACTIVE\126495096\V-12 behalf of Buyer) reasonable request. It is understood and agreed by the parties that prior to an Event of Default, Seller, as servicer shall retain the servicing fees with respect to the Purchased Assets. (c) Borrower 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 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 Lender Buyer and Agent to inspect Borrower’s or its Affiliates’ upon reasonable prior written notice at a mutually convenient xxxx Xxxxxx’x servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, for the purpose of satisfying Lender Buyer and Agent that Borrower or its Affiliates, as the case may be, have Seller has the ability to manage service the Asset Loans as provided in this Loan 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. (df) On or prior Seller retains no economic rights to the Closing 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, Borrower shall enter into a Servicer Notice and Agreement with the Servicer in the form attached hereto as Exhibit C. (e) At the option of Lenderor if longer, 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 Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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 Loanrelevant Transaction, payable on or the Repurchase Date set forth in the applicable Confirmation with respect to a monthly basis Purchased Asset or ($1,750 per monthb) on each Payment the Repurchase Date with respect to a Purchased Asset (such term, the “Loan Servicing FeeTerm”). Notwithstanding If the Servicing Term expires with respect to any collection of the Loan Purchased Asset for any reason other than Seller repurchasing such Purchased Asset, then such Servicing Fee Term shall automatically terminate if not renewed by Lender on behalf of Loan ServicerBuyer; provided, the Loan Servicing Fee will that Buyer shall be deemed to have been paid directly 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 Servicerinterim 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 Purchased Asset nor shall Buyer have any obligation to extend the Servicing Term (or continue to extend the Servicing Term). Buyer (or Agent on behalf of Buyer) shall have the right to immediately terminate the Servicer at any time following the occurrence of any event described in Section 18 hereof (a “Servicer Termination Event”). If such Servicing Term is not extended by Buyer (or Agent on behalf of Buyer) or if Buyer (or Agent on behalf of 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 Purchased Assets it is subservicing on behalf of Buyer in segregated accounts for the sole benefit of the US_ACTIVE\126495096\V-12 Mortgagors and shall apply the same for the purposes for which such funds were collected. If Servicer should discover that, for any reason whatsoever, it has failed to perform fully its servicing obligations with respect to the Purchased Assets it is subservicing on behalf of Buyer, Seller shall promptly notify Buyer and Agent.

Servicing. (a) The Borrower covenants to maintain or cause the Asset and servicing of the Underlying Loan Mortgage Loans 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets as the Asset and the Underlying Loan and in a manner at least equal in quality to the servicing Guarantor provides for assets owned by Guarantor or its Affiliates (“Accepted Servicing Practices”). Borrower In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall not replace terminate automatically upon the Servicer and/or enter into earliest of (i) an Event of Default, or consent (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing to any other Person entering into) a new Servicing Agreement with respect to entity approved by the Asset without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. (b) During the period the Borrower is servicing the Mortgage Loans, (i) the Borrower agrees that Lender is the collateral assignee of has a first priority perfected security interest in all servicing records of Borrower with respect to the Asset, if anyrecords, 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 the Asset such Mortgage Loans (the “"Servicing Records”"), and (ii) the Borrower hereby grants the Lender a security interest in all of Borrower’s servicing fees and rights relating to the Asset 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, during the continuance of an Event of Default, and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender’s written 's request. It is understood and agreed by the 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 related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable 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 Lender for such Subservicer to subservice the Mortgage Loans. Initially, the Subservicer shall be Aames Funding. (d) The Borrower agrees that upon the occurrence of an Event of Default, the Lender may terminate the Borrower in its capacity as servicer and terminate any Servicing Agreement and transfer such servicing to the Lender or its designee, at no cost or expense to the Lender. In addition, the Borrower shall provide to the 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 Lender's instructions. The Borrower agrees to cooperate with the 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 's or its Affiliates’ Affiliate's servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, for the purpose of satisfying the Lender that the Borrower or its AffiliatesAffiliate, as the case may be, have has the ability to manage service the Asset Mortgage Loans as provided in this Loan Agreement. (d) On or prior . In addition, with respect to any Subservicer which is not an Affiliate of the Closing DateBorrower, the Borrower shall enter into a Servicer Notice and Agreement with use its best efforts to enable the Servicer 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 Lender to as “Loan Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for inspect the servicing and administration facilities of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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 ServicerSubservicer.

Servicing. (a) Borrower covenants to maintain or cause the Asset and servicing of the Underlying Collaterally Assigned 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets as the Asset and the Underlying Loan and in a manner at least equal in quality to the servicing Guarantor provides for assets owned by Guarantor or its Affiliates (“Accepted Servicing Practices”). Borrower shall, or shall 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 replace impair the Servicer and/or enter into (rights of Lender in the Collaterally Assigned Loan or consent to any other Person entering intopayment thereunder. Lender may terminate the servicing of the Collaterally Assigned Loan with the then existing servicer in accordance with Section 10.04(e) a new Servicing Agreement with respect to the Asset without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedhereof. (b) If the Collaterally Assigned Loan, or any portion thereof, is serviced or subserviced by Borrower, (i) Borrower agrees acknowledges that Lender is the collateral assignee of all Servicing Rights and servicing records of Borrower with respect to the Asset, if anyrecords, 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 Asset Collaterally Assigned Loan (the “Servicing Records”), ) and (ii) Borrower hereby grants Lender a security interest in all of Borrower’s rights relating to the Asset and shall (or shall cause Servicer to) safeguard all Servicing Records so long as the Collaterally Assigned Loan are subject 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 Loan Agreement and, at Lender’s request during the continuance of an Event of Default, shall promptly deliver (or cause Servicer to deliver them promptly deliver) all such Servicing Records to Lender or its designee (including the Custodian) at Lender’s written requestdesignee. (c) If the Collaterally Assigned Loan, or any portion thereof, are serviced or subserviced by a third party Servicer or sub-servicer, Borrower shall permit (i) include in the Servicing Agreement such matters as Lender may reasonably request, including, without limitation, (w) Lender’s rights to indemnification and to recovery against any Servicer or sub-servicers insurance; (x) recognition by the Servicer of Lender’s security interest in the Collaterally Assigned Loan; (y) rights of Lender, upon reasonable and customary advance written notice, to inspect Borrowerthe books and records of the Servicer with respect to the Collaterally Assigned Loan; and (z) the Servicer’s agreement that upon receipt of notice of an Event of Default from Lender, it will only follow the instructions of Lender with respect to the Collaterally Assigned Loan and any Collections with respect thereto and (ii) cause the Servicer and any sub-servicers engaged by Borrower to execute a letter agreement with Lender acknowledging Lender’s security interest in the Collaterally Assigned Loan and the Servicing Agreement and agreeing that such Servicer or its Affiliates’ sub-servicer shall apply all Collections with respect to the Collaterally Assigned Loan as directed by Lender. Any successor to the Servicer or any sub-servicer shall be approved in writing by Lender prior to such successor’s assumption of servicing facilities pursuant obligations with respect to Section 11.16 below, as 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 AgreementCollaterally Assigned Loan. (d) On Borrower shall not, and shall not permit Servicer to, employ sub-servicers to service the Collaterally Assigned Loan without the prior written approval of Lender which shall not be unreasonably withheld, conditioned or prior to delayed. If the Closing DateCollaterally Assigned Loan is serviced by a sub-servicer, Borrower shall enter into a Servicer Notice irrevocably assign all rights, title and Agreement with the Servicer interest in the form attached hereto as Exhibit C.servicing agreement with such sub-servicer to Lender. (e) At Upon the option occurrence and during the continuance of Lenderan Event of Default hereunder or a default by the Servicer under the Servicing Agreement (to the extent a Servicing Agreement then exists), Lender shall have the right to immediately terminate, and/or to require Borrower to immediately terminate, Borrower’s, the Servicer’s and/or any sub-servicer’s right to service the Collaterally Assigned Loan may and Lender shall not be serviced by one responsible for payment of any penalty or more servicers/trustees (termination fee, and shall have the right to appoint a successor servicer acceptable to Lender. Borrower shall, and shall cause Servicer and any such servicer/trusteesub-servicer to, together with its agent’s, nominees or designees, are collectively referred cooperate in transferring the servicing of the Collaterally Assigned Loan to as “Loan Servicer”) selected a successor servicer appointed by Lender and Lender may delegate all in its sole discretion. (f) If Borrower 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 portion of its responsibilities under the material obligations of such entities with respect to the Collaterally Assigned Loan, Borrower shall promptly notify Lender. (g) Borrower shall cause the Servicer and any sub-servicer to provide a copy of each report and notice sent to Borrower to be sent to Lender concurrently therewith. (h) Borrower shall be responsible for paying all costs, fees and expenses payable to the Servicer and any sub-servicer for services performed pursuant to the Servicing Agreement or otherwise. (i) Notwithstanding anything to the contrary contained herein, this Loan Agreement and the other Loan Documents to Loan Servicershall control over any and all contrary, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all conflicting or any portion of its responsibilities for otherwise incompatible terms contained in the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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 ServicerAgreement.

Servicing. (a) The Borrower covenants to maintain or cause the Asset and servicing of the Underlying Loan Mortgage Loans 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets as the Asset and the Underlying Loan and in a manner at least equal in quality to the servicing Guarantor provides for assets owned by Guarantor or its Affiliates (“Accepted Servicing Practices”). Borrower In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall not replace terminate automatically upon the Servicer and/or enter into earliest of (i) an Event of Default, or consent (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing to any other Person entering into) a new Servicing Agreement with respect to entity approved by the Asset without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. (b) During the period the Borrower is servicing the Mortgage Loans, (i) the Borrower agrees that Lender is the collateral assignee of has a first priority perfected security interest in all servicing records of Borrower with respect to the Asset, if anyrecords, 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 Asset such Mortgage Loans (the “"Servicing Records”"), and (ii) the Borrower hereby grants the Lender a security interest in all of Borrower’s servicing fees and rights relating to the Asset 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, during the continuance of an Event of Default, and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender’s written 's request. It is understood and agreed by the 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 related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable 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 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 capacity as servicer and terminate any Servicing Agreement and transfer such servicing to the Lender or its designee, at no cost or expense to the Lender. In addition, the Borrower shall provide to the 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 Lender's instructions. The Borrower agrees to cooperate with the 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 's or its Affiliates’ Affiliate's servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, for the purpose of satisfying the Lender that the Borrower or its AffiliatesAffiliate, as the case may be, have has the ability to manage service the Asset Mortgage Loans as provided in this Loan Agreement. (d) On or prior . In addition, with respect to any Subservicer which is not an Affiliate of the Closing DateBorrower, the Borrower shall enter into a Servicer Notice and Agreement with use its best efforts to enable the Servicer 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 Lender to as “Loan Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for inspect the servicing and administration facilities of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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 ServicerSubservicer.

Servicing. (a) The Borrower covenants to cause 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”)service, and otherwise cause any servicer of the SBA Loans (other than the Borrower) to service, the SBA Loans in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets SBA Loans as the Asset and the Underlying Loan Pledged SBA Loans and in a manner at least equal in quality to the servicing Guarantor the Borrower provides for assets owned by Guarantor or its Affiliates SBA Loans which it owns, including without limitation, those requirements set forth on Schedule 3 hereto (“Accepted Servicing Practices”). As of the date hereof, the Borrower shall services the SBA Loans, and does not replace have any servicing agreement with any third party to service the Servicer and/or enter into SBA Loans (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 not be unreasonably withheld, conditioned or delayedAgreement”). (b) The Borrower agrees that the Lender is the collateral assignee of all servicing records of Borrower with respect to the Assetextent of the Unguaranteed Portion, if anyincluding, including but not limited to 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 Asset SBA Loans (the “Servicing Records”), and (ii) the Borrower hereby grants the Lender a security interest in all of the Borrower’s rights relating to the Asset Pledged SBA Loans and all related 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 andand to deliver them promptly to the Lender or its designee at the Lender’s request following the occurrence of an Event of Default. The Lender acknowledges the SBA’s rights in the Servicing Records to the extent of the Guaranteed Portion. (c) In the event the Borrower enters into any Servicing Agreement to service any or all of the SBA Loans, during the continuance Borrower (i) shall provide a copy of any Servicing Agreement to the Lender, which shall be in form and substance acceptable to the Lender, and (ii), upon any occurrence of an Event of Default, hereby irrevocably assigns to deliver them promptly to the Lender or its designee (including and the Custodian) at Lender’s written requestsuccessors and assigns all right, title, interest of the Borrower in, to and under, and the benefits of, any Servicing Agreement with respect to the Pledged SBA Loans. (cd) After the Funding Date, until the pledge of any Pledged SBA Loan is released by the Lender, the Borrower will have no right to materially modify or alter the terms of such SBA Loan except with the permission of the SBA in accordance with the SBA Guaranty Agreement and the Borrower will have no obligation or right to repossess such SBA Loan or substitute another SBA Loan. In the event that such SBA Loan is modified, the Borrower shall forward a copy of such modification to the Lender. (e) In the event the Borrower or its Affiliate is servicing the SBA Loans, the Borrower shall permit the Lender to inspect the Borrower’s or its Affiliates’ Affiliate’s servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, for the purpose of satisfying the Lender that the Borrower or its AffiliatesAffiliate, as the case may be, have has the ability to manage service the Asset SBA Loans as provided in this Loan Agreement. (df) On In all instances, the Lender acknowledges that only the SBA may remove or prior to the Closing Date, Borrower shall enter into a replace any Servicer Notice and Agreement in accordance with the Servicer 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 Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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 ServicerMultiparty Agreement.

Servicing. (a) Borrower covenants The Borrowers covenant to maintain or cause the Asset and servicing of the Underlying Loan Mortgage Loans 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets mortgage loans as the Asset and the Underlying Loan Mortgage Loans and in a manner at least equal in quality to the servicing Guarantor provides the Borrowers provide for assets owned mortgage loans 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 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 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 not be unreasonably withheld, conditioned or delayedBorrowers. (b) Borrower agrees If the Mortgage Loans are serviced by the Borrowers, (i) the Borrowers agree that the Lender is the collateral assignee of all servicing records of Borrower with respect to the Asset, if anyrecords, 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 Asset Mortgage Loans (the “"Servicing Records”"), and Borrower hereby grants (ii) the Borrowers grant the Lender a security interest in all of Borrower’s servicing fees and rights relating to the Asset Mortgage Loans and all Servicing Records to secure the obligation of Borrower the Borrowers or its designee their designees to service in conformity with this Section and any other obligation of Borrower the Borrowers to the Lender. Borrower covenants The Borrowers covenant to safeguard such Servicing Records and, during the continuance of an Event of Default, and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender’s written 's request. (c) Borrower 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 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 Borrowers or the Servicer is an Affiliate of the Borrowers, the Borrowers shall provide to 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 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 Borrowers will pay any 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 the Borrowers or its Affiliate is servicing the Mortgage Loans, the Borrowers shall permit the Lender from time to time, with one (1) Business Day's notice, to inspect Borrower’s the Borrowers' or its Affiliates’ Affiliate's servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, for the purpose of satisfying the Lender that Borrower the Borrowers or its AffiliatesAffiliate, as the case may be, have has the ability to manage service the Asset Mortgage Loans as provided in this Loan Agreement. (d) On or prior to the Closing Date, Borrower shall enter into a Servicer Notice and Agreement with the Servicer 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 Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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) Borrower Seller covenants to maintain or cause the Asset and servicing of the Underlying Loan Purchased Loans 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary Accepted Servicing Practices and prudent pursuant to the related underlying Servicing Agreement. In the event that the preceding language is interpreted as constituting one or more servicing practices contracts, each such 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 industry for the same type transfer of assets as the Asset servicing to any entity approved by Buyer and the Underlying Loan and assumption thereof by such entity. Upon any such termination, Seller shall comply with the requirements set forth in a manner at least equal in quality Section 13(hh) as to the delivery of the Servicing Records and the physical servicing 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 not be unreasonably withheld, conditioned or delayedof each Purchased Loan. (b) Borrower During the period Seller is servicing the Purchased Loans, (i) Seller agrees that Lender Buyer is the collateral assignee owner of the Servicing Rights and all servicing records of Borrower with respect to the Asset, if anyrecords, 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 Asset such Loans (the “Servicing Records”), and Borrower hereby (ii) Seller grants Lender Buyer a security interest in all of Borrower’s servicing fees and rights relating to the Asset Purchased Loans and all Servicing Records to secure the obligation of Borrower Seller or its designee to service in conformity with this Section 43 and any other obligation of Borrower Seller to LenderBuyer. Borrower At all times during the term of this Agreement, Seller covenants to safeguard hold such Servicing Records andin trust for Buyer and to safeguard, during or cause each Subservicer to safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the continuance 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 understood and agreed by the parties that prior to an Event of Default, Seller, as servicer shall retain the servicing fees with respect to deliver them promptly to Lender or its designee (including the Custodian) at Lender’s written requestPurchased Loans. (c) Borrower 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 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 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 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 sole discretion, upon written notice, to terminate Seller or any Subservicers as servicer or subservicer, respectively, and any related Servicing Agreement. 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, 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 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) 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 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 permit Lender Buyer to inspect Borrowerupon reasonable prior written notice at a mutually convenient time, Seller’s or its Affiliates’ Affiliate’s servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, for the purpose of satisfying Lender Buyer that Borrower Seller or its AffiliatesAffiliate, as the case may be, have has the ability to manage service the Asset Loans as provided in this Loan Agreement. (d) On or prior . In addition, with respect to the Closing Dateany Subservicer which is not an Affiliate of Seller, Borrower Seller shall enter into a Servicer Notice and Agreement with the Servicer 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 use its agent’s, nominees or designees, are collectively referred best efforts to as “Loan Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents enable Buyer to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for inspect the servicing facilities of such Subservicer and administration of the Loan to a subcause 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 Section 43(f’). Seller and Buyer further agree that all reasonable out-servicer or subof-servicers. Borrower shall be responsible for any pocket costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender Buyer in connection with any due diligence or Lender hereunder. Lender and Borrower agree that Hanover inspection performed pursuant to this Section 43(f) shall be the initial 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 paid by Lender on behalf of Loan Servicer, the Loan Servicing Fee will be deemed to have been paid directly to ServicerBuyer.

Servicing. (a) Borrower Seller covenants to maintain or cause the servicing of the Transaction Asset and the Underlying Loan to be serviced by Hanover Street Capital, LLC (“Hanover”) or another third party servicer that is not an Affiliate maintained with respect to each type of Borrower and is reasonably acceptable Transaction Asset transferred to Lender (the “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise Buyer hereunder in conformity with accepted customary and prudent servicing practices in the industry for the such same type of assets as the Transaction Asset and the Underlying Loan and in a manner at least equal in quality to the servicing Guarantor Seller provides for assets owned similar to such Transaction Asset 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 the earliest of (i) an Event of Default, (ii) the date on which all the Repurchase Obligations have been paid in full or (iii) the transfer of servicing approved 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 consentSeller and Buyer, which consent Buyer's approval shall not be unreasonably withheld. Midland Loan Services, conditioned or delayedInc. shall be the initial servicer. (b) Borrower If the Transaction Assets, or any portion thereof, are serviced by Seller, (i) Seller agrees that Lender Buyer is the owner and precautionary collateral assignee of all servicing records of Borrower with respect to the Asset, if anyrecords, 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 such Transaction Asset (the “"Servicing Records”"), and Borrower hereby (ii) Seller transfers to Buyer a valid ownership interest and grants Lender Buyer a precautionary security interest in all of Borrower’s servicing fees and rights relating to the such Transaction Asset and all Servicing Records to secure the obligation of Borrower Seller or its designee to service in conformity with this Section and any other obligation of Borrower Seller to LenderBuyer. Borrower Seller covenants to safeguard such Servicing Records andand to deliver them promptly to Buyer or its designee (including Custodian) at Buyer's request. (c) If the Transaction Assets, during or any portion thereof, are serviced by a third party servicer (such third party servicer, the continuance "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 under, and the benefits of, any Servicing Agreement with respect to such Transaction Asset. Any successor to the Servicer shall be approved in writing by Buyer prior to such successor's assumption of servicing obligations with respect to such Transaction Asset. (d) Seller shall provide to Buyer a letter from Seller (if Seller is the Servicer) or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, Buyer may terminate any Servicing Agreement and transfer servicing to deliver them promptly its designee, at no cost or expense to Lender or its Buyer, it being agreed that Seller will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee (including the Custodian) at Lender’s written requestof Buyer. (ce) Borrower After the Purchase Date, until the rights to any 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 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 negative monetary effect or (ii) constitute a material adverse effect. (f) In the event Seller or its Affiliate is servicing any Transaction Asset, Seller shall permit Lender Buyer to inspect Borrower’s Seller's or its Affiliates’ Affiliate's servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, for the purpose of satisfying Lender Buyer that Borrower Seller or its AffiliatesAffiliate, as the case may be, have has the ability to manage the service such Transaction Asset as provided in this Loan Agreement. (dg) On or prior to the Closing Date, Borrower Seller shall enter into a Servicer Notice and Agreement with cause the Servicer in the form attached hereto as Exhibit C. (e) At the option to provide a copy of Lender, the Loan may each report and notice sent to Seller to be serviced by one or more servicers/trustees (any such servicer/trustee, together with its agent’s, nominees or designees, are collectively referred sent to as “Loan Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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 ServicerBuyer concurrently therewith.

Servicing. (a) The Borrower covenants to maintain or cause the Asset and servicing of the Underlying Loan Mortgage Loans 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 “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise maintained in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets mortgage loans as the Asset and the Underlying Loan Mortgage Loans and in a manner at least equal in quality to the servicing Guarantor the Borrower provides for assets owned mortgage loans 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 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 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 not be unreasonably withheld, conditioned or delayedBorrower. (b) All remittances from the Servicer under the Servicing Agreement, so long as the Lender shall not have notified the Servicer and the Borrower that a Default or an Event of Default has occurred and is continuing (in which event the Lender shall be entitled to apply such amounts as the Lender may determine in its sole discretion), shall be applied by the Lender 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 interest due and payable on the Loans on such Payment Date; (3) to the payment of any other Secured Obligations then due and payable; and (4) to the extent any amounts remain, to the Borrower or such other Person as is entitled to receive the same. (c) If the Mortgage Loans are serviced by the Borrower, (i) the Borrower agrees that the Lender is the collateral assignee of all servicing records of Borrower with respect to the Asset, if anyrecords, 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 Asset Mortgage Loans (the “"Servicing Records”"), and (ii) ----------------- the Borrower hereby grants the Lender a security interest in all of Borrower’s servicing fees and rights relating to the Asset 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, during the continuance of an Event of Default, and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender’s written request's request following a Default. (cd) 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 the Lender's successors and assigns all right, title, interest of the Borrower in, to and under, and the benefits of, any Servicing Agreement with respect to the Mortgage Loans. (e) 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 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 Lender, 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 Lender. (f) 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 such Mortgage Loan and the Borrower 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 Borrower or its Affiliate is servicing the Mortgage Loans, the Borrower shall permit the Lender to inspect the Borrower’s 's or its Affiliates’ Affiliate's servicing facilities pursuant to Section 11.16 belowfacilities, as the case may be, for the purpose of satisfying the Lender that the Borrower or its AffiliatesAffiliate, as the case may be, have has the ability to manage service the Asset Mortgage Loans as provided in this Loan Agreement. (d) On or prior to the Closing Date, Borrower shall enter into a Servicer Notice and Agreement with the Servicer 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 Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall be responsible for any costs and expenses of Loan Servicer to the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial 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.