Common use of Special Affirmative Covenants Concerning Collateral Clause in Contracts

Special Affirmative Covenants Concerning Collateral. (a) Warrant and defend the right, title and interest of the Lender in and to the Collateral against the claims and demands of all Persons whomsoever. (b) Service or cause to be serviced all Mortgage Loans in accordance with the standard requirements of the issuers of Purchase Commitments covering the same and all applicable FHA and VA requirements, including without limitation taking all actions necessary to enforce the obligations of the obligors under such Mortgage Loans. The Company shall service or cause to be serviced all Mortgage Loans backing Pledged Securities in accordance with applicable governmental requirements and requirements of issuers of Purchase Commitments covering the same. The Company shall hold all escrow funds collected in respect of Pledged Mortgages and Mortgage Loans backing Pledged Securities in trust, without commingling the same with non-custodial funds, and apply the same for the purposes for which such funds were collected. (c) Execute and deliver to the Lender such Uniform Commercial Code financing statements with respect to the Collateral as the Lender may request. The Company shall also execute and deliver to the Lender such further instruments of sale, pledge or assignment or transfer, and such powers of attorney, as required by the Lender, and shall do and perform all matters and things necessary or desirable to be done or observed, for the purpose of effectively creating, maintaining and preserving the security and benefits intended to be afforded the Lender under this Agreement. The Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code of Minnesota, or any other applicable law, in addition to all rights provided for herein. (d) Notify the Lender within two (2) Business Days of any default under, or of the termination of, any Purchase Commitment relating to any Pledged Mortgage, Eligible Mortgage Pool or Pledged Security. (e) Promptly comply in all respects with the terms and conditions of all Purchase Commitments, and all extensions, renewals and modifications or substitutions thereof or thereto. The Company will cause to be delivered to the Investor the Pledged Mortgages and Pledged Securities to be sold under each Purchase Commitment not later than three (3) Business Days prior to the mandatory delivery date thereof. (f) Maintain, at its principal office or in a regional office approved by the Lender, or in the office of a computer service bureau engaged by the Company and approved by the Lender, and, upon request, make available to the Lender the originals, or copies in any case where the originals have been delivered to the Lender or to an Investor, of its Mortgage Notes and Mortgages included in Pledged Mortgages, Mortgage-backed Securities delivered to the Lender as Pledged Securities, Purchase Commitments, and all related Mortgage Loan documents and instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Collateral.

Special Affirmative Covenants Concerning Collateral. (a) Warrant and defend the right, title and interest of the Lender in and to the Collateral against the claims and demands of all Persons whomsoever. (b) Service or cause to be serviced all Mortgage Loans Pledged Mortgages in accordance with the standard requirements of the issuers of Purchase Commitments covering the same and all applicable FHA and VA requirements, including without limitation taking all actions necessary to enforce the obligations of the obligors under such Mortgage Loans. The Company shall service or cause to be serviced all Mortgage Loans backing Pledged Securities in accordance with applicable governmental requirements and requirements of issuers of Purchase Commitments covering the same. The Company shall hold all escrow funds collected in respect of Pledged Mortgages and Mortgage Loans backing Pledged Securities in trust, without commingling the same with non-custodial funds, and apply the same for the purposes for which such funds were collected.and (c) Execute and deliver to the Lender such Uniform Commercial Code financing statements with respect to the Collateral as the Lender may request. The Company Each Borrower shall also execute and deliver to the Lender such further instruments of sale, pledge or assignment or transfer, and such powers of attorney, as required by the LenderLender to secure the Collateral, and shall do and perform all matters and things necessary or desirable to be done or observed, for the purpose of effectively creating, maintaining and preserving the security and benefits intended to be afforded the Lender under this Agreement. The Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code of MinnesotaTexas, or any other applicable law, in addition to all rights provided for herein. (d) Notify the Lender within two (2) Business Days after receipt of notice from an Investor of any default under, or of the termination of, any Purchase Commitment relating to any Pledged Mortgage, Eligible Mortgage Pool or Pledged SecuritySecurity pledged by it. (e) Promptly comply in all respects with the terms and conditions of all Purchase Commitments, and all extensions, renewals and modifications or substitutions thereof or thereto. The Company Each Borrower will cause to be delivered to the Investor the Pledged Mortgages and Pledged Securities to be sold under each Purchase Commitment not later than three (3) Business Days prior to the mandatory delivery date expiration thereof. (f) Maintain, at its principal office or in a regional office approved by the Lender, or in the office of a computer service bureau engaged by the Company such Borrower and approved by the Lender, and, upon request, shall make available to the Lender the originals, or copies in any case where the originals have been delivered to the Lender or to an Investor, of its Mortgage Notes and Mortgages included in Pledged Mortgages, Mortgage-backed Securities delivered to the Lender as Pledged Securities, Purchase Commitments, and all related Mortgage Loan documents and instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Collateral.

Special Affirmative Covenants Concerning Collateral. (ai) Warrant The Company and/or the Company Subsidiary warrants and will defend the right, title and interest of the Lender Bank in and to the Collateral Pledged Mortgage Loans against the claims and demands of all Persons persons whomsoever. (bii) Service The Company and/or the Company Subsidiary shall service or cause to be serviced in all material respects all Pledged Mortgage Loans in accordance with the standard requirements of the issuers of the respective Purchase Commitments covering the same and all applicable FHA and VA governmental requirements, including without limitation taking all actions necessary to enforce the obligations of the obligors under such Pledged Mortgage Loans. The Company shall service or cause to be serviced all Mortgage Loans backing Pledged Securities in accordance with applicable governmental requirements and requirements of issuers of Purchase Commitments covering the same. The Company Subsidiary shall hold all escrow funds collected in respect of Pledged Mortgages and Mortgage Loans backing Pledged Securities in trust, without commingling the same with non-custodial funds, and apply the same for the purposes for which such funds were collected. (ciii) Execute and deliver to the Lender such Uniform Commercial Code financing statements with respect to the Collateral as the Lender may request. The Company and/or the Company Subsidiary shall also execute and deliver to the Lender Bank such further instruments of sale, pledge or assignment or transfer, and such powers of attorney, as reasonably required by the LenderBank, and shall do and perform all matters and things necessary or desirable to be done or observed, for the purpose of effectively creating, maintaining and preserving the security and benefits intended to be afforded the Lender Bank under this Agreement. The Lender Bank shall have all the rights and remedies of a secured party under the Uniform Commercial Code of Minnesotathe State of New York, or any other applicable law, in addition to all rights provided for herein. (div) Notify The Company and/or the Lender within two (2) Business Days of any default under, or of the termination of, any Purchase Commitment relating to any Pledged Mortgage, Eligible Mortgage Pool or Pledged Security. (e) Promptly Company Subsidiary will promptly comply in all material respects with the terms and conditions of all Purchase Commitments, and all extensions, renewals and modifications or substitutions thereof or thereto. The Company and/or the Company Subsidiary will cause to be delivered to the Investor the Pledged Mortgages and Pledged Securities Mortgage Loans to be sold under each Purchase Commitment not later than the earlier of three (3) Business Days prior to the mandatory delivery date thereofexpiration thereof or three (3) Business Days prior to the deadline for acquisition of the Pledged Mortgage Loan by the Investor thereunder. (fv) MaintainThe Company and/or the Company Subsidiary shall maintain, at its principal office office, or in a regional the office approved by of the Lendercustodian under the Custodial Agreement, or in the office of a computer service bureau engaged by the Company and/or the Company Subsidiary or by the custodian and approved by the LenderBank, and, upon request, shall make available to the Lender Bank the originals, or copies in any case where the originals have original has been delivered to the Lender Bank, or to an Investor, of its Mortgage Notes and Mortgages included in Pledged Mortgages, Mortgage-backed Securities delivered to the Lender as Pledged SecuritiesMortgage Loans, Purchase Commitments, and all related Pledged Mortgage Loan documents and instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Collateral. (vi) Any and all payments made with respect to the individual Pledged Mortgage Loans have been will be applied to such Pledged Mortgage Loan in accordance with the terms of the Mortgage Note and Mortgage evidencing and securing that Pledged Mortgage Loan, and the books, records, accounts and reports of the Company and/or the Company Subsidiary with respect to the Pledged Mortgage Loans and servicing contracts have will be prepared and maintained in accordance with all applicable Investor and Insurer requirements.

Special Affirmative Covenants Concerning Collateral. (a) Warrant and defend the right, title and interest of the Lender in and to the Collateral against the claims and demands of all Persons whomsoever. (b) Service or cause to be serviced all Mortgage Loans Pledged Mortgages in accordance with the standard requirements of the issuers of Purchase Commitments covering the same and all applicable FHA and VA requirements, including without limitation taking all actions necessary to enforce the obligations of the obligors under such Mortgage Loans. The Company shall service or cause to be serviced all Mortgage Loans backing Pledged Securities in accordance with applicable governmental requirements and requirements of issuers of Purchase Commitments covering the same. The Company shall hold all escrow funds collected in respect of Pledged Mortgages and Mortgage Loans backing Pledged Securities in trust, without commingling the same with non-custodial funds, and apply the same for the purposes for which such funds were collected. (c) Execute and deliver to the Lender such Uniform Commercial Code financing statements with respect to the Collateral as the Lender may request. The Company shall also execute and deliver to the Lender such further instruments of sale, pledge or assignment or transfer, and such powers of attorney, as required by the LenderLender to secure the Collateral, and shall do and perform all matters and things necessary or desirable to be done or observed, for the purpose of effectively creating, maintaining and preserving the security and benefits intended to be afforded the Lender under this Agreement. The Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code of MinnesotaTexas, or any other applicable law, in addition to all rights provided for herein. (d) Notify the Lender within two (2) Business Days after receipt of notice from an Investor of any default under, or of the termination of, any Purchase Commitment relating to any Pledged Mortgage, Eligible Mortgage Pool or Pledged Security. (e) Promptly comply in all respects with the terms and conditions of all Purchase Commitments, and all extensions, renewals and modifications or substitutions thereof or thereto. The Company will cause to be delivered to the Investor the Pledged Mortgages and Pledged Securities to be sold under each Purchase Commitment not later than three (3) Business Days prior to the mandatory delivery date expiration thereof. (f) Maintain, at its principal office or in a regional office approved by the Lender, or in the office of a computer service bureau engaged by the Company and approved by the Lender, and, upon request, shall make available to the Lender the originals, or copies in any case where the originals have been delivered to the Lender or to an Investor, of its Mortgage Notes and Mortgages included in Pledged Mortgages, Mortgage-backed Securities delivered to the Lender as Pledged Securities, Purchase Commitments, and all related Mortgage Loan documents and instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Collateral.

Special Affirmative Covenants Concerning Collateral. (a) Warrant and defend the right, title and interest of the Lender in and to the Collateral against the claims and demands of all Persons whomsoever. (b) Service or cause to be serviced all Mortgage Loans Pledged Mortgages in accordance with the standard requirements of the issuers of Purchase Commitments covering the same and all applicable FHA and VA requirements, including without limitation taking all actions necessary to enforce the obligations of the obligors under such Mortgage Loans. The Company shall service or cause to be serviced all Mortgage Loans backing Pledged Securities in accordance with applicable governmental requirements and requirements of issuers of Purchase Commitments covering the same. The Company shall hold all escrow funds collected in respect of Pledged Mortgages and Mortgage Loans backing Pledged Securities in trust, without commingling the same with non-custodial funds, and apply the same for the purposes for which such funds were collected. (c) Execute and deliver to the Lender such Uniform Commercial Code financing statements with respect to the Collateral as the Lender may request. The Company shall also execute and deliver to the Lender such further instruments of sale, pledge or assignment or transfer, and such powers of attorney, as required by the LenderLender to secure the Collateral, and shall do and perform all matters and things necessary or desirable to be done or observed, for the purpose of effectively creating, maintaining and preserving the security and benefits intended to be afforded the Lender under this Agreement. The Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code of MinnesotaTexas, or any other applicable law, in addition to all rights provided for herein. (d) Notify the Lender within two (2) Business Days after receipt of notice from an Investor of any default under, or of the termination of, any Purchase Commitment relating to any Pledged Mortgage, Eligible Mortgage Pool or Pledged Security. (e) Promptly comply in all respects with the terms and conditions of all Purchase Commitments, and all extensions, renewals and modifications or substitutions thereof or thereto. The Company will cause to be delivered to the Investor the Pledged Mortgages and Pledged Securities to be sold under each Purchase Commitment not later than three (3) Business Days prior to the mandatory delivery date expiration thereof. (f) Maintain, at its principal office or in a regional office approved by the Lender, or in the office of a computer service bureau engaged by the Company and approved by the Lender, lenders and, upon request, shall make available to the Lender the originals, or copies in any case where the originals have been delivered to the Lender or to an Investor, of its Mortgage Notes and Mortgages included in Pledged Mortgages, Mortgage-backed Securities delivered to the Lender as Pledged Securities, Purchase Commitments, and all related Mortgage Loan documents and instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Collateral.

Special Affirmative Covenants Concerning Collateral. (a) Warrant The Company and/or the Company Subsidiary warrants and will defend the right, title and interest of the Lender Bank in and to the Pledged Mortgage Loans and all other Collateral against the claims and demands of all Persons whomsoeverpersons whomsoever other than with respect to Permitted Liens. (b) Service The Company and/or the Company Subsidiary shall service or cause to be serviced in all material respects all Pledged Mortgage Loans in accordance with the standard requirements of the issuers of the respective Purchase Commitments covering the same and all applicable FHA and VA governmental requirements, including without limitation taking all actions necessary to enforce the obligations of the obligors under such Pledged Mortgage Loans. The Company shall service or cause to be serviced all Mortgage Loans backing Pledged Securities in accordance with applicable governmental requirements and requirements of issuers of Purchase Commitments covering the same. The Company Subsidiary shall hold all escrow funds Escrow Reserves collected in respect of Pledged Mortgages and Mortgage Loans backing Pledged Securities in trust, without commingling the same with non-custodial funds, and apply the same for the purposes for which such funds were collected. (c) Execute and deliver to the Lender such Uniform Commercial Code financing statements with respect to the Collateral as the Lender may request. The Company and/or the Company Subsidiary shall also execute and deliver to the Lender Bank such further instruments of sale, pledge or assignment or transfer, and such powers of attorney, as reasonably required by the LenderBank, and shall do and perform all matters and things necessary or desirable to be done or observed, for the purpose of effectively creating, maintaining and preserving the security and benefits intended to be afforded the Lender Bank under this Agreement. The Lender Bank shall have all the rights and remedies of a secured party under the Uniform Commercial Code of Minnesotathe State of New York, or any other applicable law, in addition to all rights provided for herein. (d) Notify the Lender within two (2) Business Days of any default under, or of the termination of, any Purchase Commitment relating to any Pledged Mortgage, Eligible Mortgage Pool or Pledged Security. (e) Promptly comply in all respects with the terms and conditions of all Purchase Commitments, and all extensions, renewals and modifications or substitutions thereof or thereto. The Company will cause to be delivered to and/or the Investor the Pledged Mortgages and Pledged Securities to be sold under each Purchase Commitment not later than three (3) Business Days prior to the mandatory delivery date thereof. (f) MaintainCompany Subsidiary shall maintain, at its principal office (in trust for the benefit of Bank), or in a regional the office approved by of Bank or the LenderCustodian, if any, or in the office of a computer service bureau engaged by Company and/or the Company and Subsidiary or by such other third party custodian approved by the LenderBank, and, upon request, shall make available to the Lender Bank the originals, or copies in any case where the originals have original has been delivered to the Lender Bank, or to an Investor, of its Mortgage Notes and Mortgages included in Pledged Mortgages, Mortgage-backed Securities delivered to the Lender as Pledged SecuritiesMortgage Loans, Purchase Commitments, and all related Pledged Mortgage Loan documents and instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Collateral. (e) Any and all payments made with respect to the individual Pledged Mortgage Loans have been and will be applied to such Pledged Mortgage Loan in accordance with the terms of the Mortgage Note and Mortgage evidencing and securing that Pledged Mortgage Loan, and the books, records, accounts and reports of Company and/or the Company Subsidiary with respect to the Pledged Mortgage Loans and servicing contracts have been and will be prepared and maintained in accordance with all applicable Investor and Insurer requirements.

Special Affirmative Covenants Concerning Collateral. (aA) Warrant The Borrower WARRANTS and will defend the right, title and interest of the Lender Bank in and to the Collateral against the claims and demands of all Persons persons whomsoever. (bB) Service The Borrower shall SERVICE or cause to be serviced all Mortgage Loans in accordance with the standard requirements of the issuers of Purchase Commitments covering the same and all applicable FHA and VA governmental requirements, including without limitation taking all actions necessary to enforce the obligations of the obligors under such Mortgage Loans. The Company shall service or cause to be serviced all Mortgage Loans backing Pledged Securities in accordance with applicable governmental requirements and requirements of issuers of Purchase Commitments covering the same. The Company Borrower shall hold all escrow funds collected in respect of Pledged Mortgages and Mortgage Loans backing Pledged Securities in trust, without commingling the same with non-custodial funds, and apply the same for the purposes for which such funds were collected. (cC) Execute The Borrower shall execute and deliver to the Lender Bank such Uniform Commercial Code financing statements FINANCING STATEMENTS with respect to the Collateral as the Lender Bank may request. The Company Borrower shall also execute and deliver to the Lender Bank such further instruments of sale, pledge or assignment or transfer, and such powers of attorney, as required by the LenderBank, and shall do and perform all matters and things necessary or desirable to be done or observed, for the purpose of effectively creating, maintaining and preserving the security and benefits intended to be afforded the Lender Bank under this Agreement. The Lender Bank shall have all the rights and remedies of a secured party under the Uniform Commercial Code of Minnesotathe State of Texas, or any other applicable law, in addition to all rights provided for herein. (dD) Notify In the Lender within two (2) Business Days event, for any reason, that the law of any default underjurisdiction other than the State of Texas becomes or is applicable to the Collateral, or any part thereof, or to any of the termination ofObligations, any Purchase Commitment relating Borrower agrees to any Pledged Mortgageexecute and deliver all such instruments and to do all such other things as may be necessary or appropriate to preserve, Eligible Mortgage Pool protect and enforce the SECURITY INTEREST or Pledged Securitylien of Bank, under the law of such other jurisdiction, to at least the same extent as such security interest would be protected under the UCC. (eE) Promptly comply in all respects with the terms and conditions of all Purchase Commitments, and all extensions, renewals and modifications or substitutions thereof or thereto. The Company will cause to be delivered to the Investor the Pledged Mortgages and Pledged Securities to be sold under each Purchase Commitment not later than three (3) Business Days prior to the mandatory delivery date thereof. (f) MaintainBorrower shall MAINTAIN, at its principal office OFFICE or in a regional office approved by the LenderBank, or in the office of the Subservicer or a computer service bureau engaged by the Company Borrower and approved by the LenderBank, and, upon request, shall make available to the Lender Bank the originals, or copies in any case where the originals have been delivered to the Lender or to an Investorcopies, of its Mortgage Notes and Mortgages included in Pledged Mortgages, Mortgage-backed Securities delivered to the Lender as Pledged Securities, Purchase Commitments, and all related Mortgage Loan documents and instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Collateral. (F) Subject to the qualifications stated in the second to the last paragraph of SECTION 3.1, unless otherwise approved in writing by the Bank, Borrower shall keep the Collateral FREE FROM ANY LIEN, attachment, security interest, sequestration, encumbrance, or any other legal or equitable process, or any encumbrance of any kind or character except as may be granted to the Bank. (G) Borrower shall promptly NOTIFY Bank of any change in any fact or circumstance warranted or represented by Borrower in this Agreement or in any other writing furnished by Borrower to Bank in connection with the Collateral or the Obligations, and promptly notify Bank of any claim, action or proceeding affecting title to the Collateral, or any part thereof, or the security interests herein granted, and, at the request of Bank appear in and defend, at Borrower's expense, any such action or proceeding. (H) Subject to the final paragraph of SECTION 3.1, unless and until notified to the contrary by the Bank, Borrower shall promptly, at its expense deliver to the Bank, with appropriate endorsement or assignment, ALL INSTRUMENTS, ALL EXCESS INTEREST CERTIFICATES, Chattel Paper, monies, checks, notes, drafts and other evidence of indebtedness, or other property in the nature of items of payment representing proceeds of any of the Collateral which are then in, or may thereafter come into, Borrower's possession. (I) Borrower shall perform, at its sole cost and expense, any and all steps, and shall pay the amount of all reasonable EXPENSES necessary to obtain, preserve, perfect, defend and enforce the security interest in any of the Collateral, and preserve, defend, enforce and collect the Collateral. (J) Subject to the final paragraph of SECTION 3.1, should the COLLATERAL, or any part thereof, ever be in any manner converted into another type of property or any money or other proceeds ever be paid or delivered to Borrower as a result of Borrower's rights in the Collateral, then, in any such event, all such property, money or other proceeds shall become part of the Collateral, and Borrower covenants to immediately pay and deliver to Bank all of the same which are susceptible of delivery, and, at the same time Borrower will properly endorse or assign the same. (K) Borrower shall DELIVER to Bank the following: (I) a true and correct copy of each Agency SERVICING AGREEMENT (exclusive of any Agency servicing guide) and Non-Agency Servicing Agreement; (II) a consent to and/or acknowledgment of the security interest of Bank in each such Agency Servicing Agreement and Non-Agency Servicing Agreement and the rights of Bank under this Agreement, executed by each Agency; (III) a LISTING of all MORTGAGE LOANS subject to the Agency Servicing Agreements and the location of Borrower's files and records with respect thereto; and (IV) such other FILES, documents, instruments, certificates, correspondence or records that Bank, in its reasonable discretion, may deem necessary, appropriate or desirable in accordance with this Agreement. (L) On the date hereof, on the date of EACH ADVANCE and the FIRST DAY of each calendar QUARTER (JANUARY 1, APRIL 1, JULY 1, OCTOBER 1) Borrower shall deliver to Bank, at Borrower's sole expense, an Appraisal, from a third party appraiser acceptable to Bank in its sole discretion stating the current fair market value of the Collateral Value of all Eligible Collateral. Additionally, Bank may at any time require, upon demand, that Borrower furnish Bank with a Compliance Certificate. A COMPLIANCE CERTIFICATE shall accompany all Appraisals. (M) Borrower shall provide to Bank all reports prepared by or on behalf of, and information received by, Borrower with respect to the Excess Interest Certificates, including, without limitation, (I) all reports provided by or to Borrower pursuant to Section 8.07 of that certain Indenture dated of even date herewith between Home Securitization Trust I Series 1997-1, U.S. Bank, National Association, and Borrower, and (II) any financial statements received by or prepared on behalf of Borrower with respect to the Excess Interest Certificates. Borrower shall not take any actions that would prohibit the Excess Interest Certificates from being eligible for sale under Rule 144A as promulgated under the Securities Act of 1933, as amended.

Special Affirmative Covenants Concerning Collateral. (a) Warrant and defend the right, title and interest of the Lender in and to the Collateral against the claims and demands of all Persons whomsoever. (b) Service or cause to be serviced all Mortgage Loans Pledged Mortgages in accordance with the standard requirements of the issuers of Purchase Commitments covering the same and all applicable FHA and VA requirementssame, including without limitation taking all actions necessary to enforce the obligations of the obligors under such Mortgage Loans. The Company shall service or cause to be serviced all Mortgage Loans backing Pledged Securities in accordance with applicable governmental requirements and requirements of issuers of Purchase Commitments covering the same. The Company shall hold all escrow funds collected in respect of Pledged Mortgages and Mortgage Loans backing Pledged Securities in trust, without commingling the same with non-custodial funds, and apply the same for the purposes for which such funds were collected. (c) Execute and deliver to the Lender such Uniform Commercial Code financing statements with respect to the Collateral as the Lender may request. The Company shall also execute and deliver to the Lender such further instruments of sale, pledge or assignment or transfer, and such powers of attorney, as required by the LenderLender to secure the Collateral, and shall do and perform all matters and things necessary or desirable to be done or observed, for the purpose of effectively creating, maintaining and preserving the security and benefits intended to be afforded the Lender under this Agreement. The Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code of MinnesotaTexas, or any other applicable law, in addition to all rights provided for herein. (d) Notify the Lender within two (2) Business Days after receipt of notice from an Investor of any default under, or of the termination of, any Purchase Commitment relating to any Pledged Mortgage, Eligible Mortgage Pool or Pledged Security. (e) Promptly comply in all respects with the terms and conditions of all Purchase Commitments, and all extensions, renewals and modifications or substitutions thereof or thereto. The Company will cause to be delivered to the Investor the Pledged Mortgages and Pledged Securities to be sold under each Purchase Commitment not later than three (3) Business Days prior to the mandatory delivery date expiration thereof. (f) Maintain, at its principal office or in a regional office approved by the Lender, or in the office of a computer service bureau engaged by the Company and approved by the Lender, and, upon request, shall make available to the Lender the originals, or copies in any case where the originals have been delivered to the Lender or to an Investor, of its Mortgage Notes and Mortgages included in Pledged Mortgages, Mortgage-backed Securities delivered to the Lender as Pledged Securities, Purchase Commitments, and all related Mortgage Loan documents and instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Collateral.

Special Affirmative Covenants Concerning Collateral. (a) Warrant The Company and/or Company Subsidiary warrants and will defend the right, title and interest of the Lender Bank in and to the Pledged Mortgage Loans and all other Collateral against the claims and demands of all Persons persons whomsoever, other than with respect to Permitted Liens. (b) Service The Company and/or Company Subsidiary shall service or cause to be serviced in all material respects all Pledged Mortgage Loans in accordance with the standard requirements of the issuers of the respective Purchase Commitments covering the same and all applicable FHA and VA governmental requirements, including without limitation taking all actions necessary to enforce the obligations of the obligors under such Pledged Mortgage Loans. The Company shall service or cause to be serviced all Mortgage Loans backing Pledged Securities in accordance with applicable governmental requirements and requirements of issuers of Purchase Commitments covering the same. The Company Subsidiary shall hold all escrow funds Escrow Reserves collected in respect of Pledged Mortgages and Mortgage Loans backing Pledged Securities in trust, without commingling the same with non-custodial funds, and apply the same for the purposes for which such funds were collected. (c) Execute and deliver to the Lender such Uniform Commercial Code financing statements with respect to the Collateral as the Lender may request. The Company and/or Company Subsidiary shall also execute and deliver to the Lender Bank such further instruments of sale, pledge or assignment or transfer, and such powers of attorney, as reasonably required by the LenderBank, and shall do and perform all matters and things necessary or desirable to be done or observed, for the purpose of effectively creating, maintaining and preserving the security and benefits intended to be afforded the Lender Bank under this Agreement. The Lender Bank shall have all the rights and remedies of a secured party under the Uniform Commercial Code of Minnesotathe State of New York, or any other applicable law, in addition to all rights provided for herein. (d) Notify the Lender within two (2) Business Days of any default under, or of the termination of, any Purchase Commitment relating to any Pledged Mortgage, Eligible Mortgage Pool or Pledged Security. (e) Promptly comply in all respects with the terms and conditions of all Purchase Commitments, and all extensions, renewals and modifications or substitutions thereof or thereto. The Company will cause to be delivered to the Investor the Pledged Mortgages and Pledged Securities to be sold under each Purchase Commitment not later than three (3) Business Days prior to the mandatory delivery date thereof. (f) Maintainand/or Company Subsidiary shall maintain, at its principal office (in trust for the benefit of Bank), or in a regional the office approved by of the LenderCustodian, or in the office of a computer service bureau engaged by the Company and/or Company Subsidiary and approved by the LenderBank, and, upon request, shall make available to the Lender Bank the originals, or copies in any case where the originals have original has been delivered to the Lender Bank, or to an Investor, of its Mortgage Notes and Mortgages included in Pledged Mortgages, Mortgage-backed Securities delivered to the Lender as Pledged SecuritiesMortgage Loans, Purchase Commitments, and all related Pledged Mortgage Loan documents and instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Collateral. (e) Any and all payments made with respect to the individual Pledged Mortgage Loans have been and will be applied to such Pledged Mortgage Loan in accordance with the terms of the Mortgage Note and Mortgage evidencing and securing that Pledged Mortgage Loan, and the books, records, accounts and reports of Company and/or Company Subsidiary with respect to the Pledged Mortgage Loans and servicing contracts have been and will be prepared and maintained in accordance with all applicable Investor and Insurer requirements.

Special Affirmative Covenants Concerning Collateral. Until all of the Obligations shall have been fully paid in cash and satisfied and the Lender has no obligation to lend or provide any other financial accommodations to Borrower under or otherwise in respect of this Agreement, Borrower agrees to: (a) Warrant and forever defend the right, title and interest of the Lender Lender, for the benefit of itself and the other Secured Parties, in and to the Collateral Pledged Agency Servicing Rights and Pledged Servicing Receivables against the claims and demands of all Persons whomsoever, subject to any restrictions imposed by the relevant Servicing Agreement for the benefit of the party to it on whose behalf the Mortgage Loans are being serviced to the extent (if any) that such restrictions are valid and enforceable under the applicable UCC and other Laws. (b) Service or cause Diligently fulfill its duties and obligations under each Pledged Servicing Agreement and Pledged Receivables Servicing Agreement, and not be declared by a counterparty to each such Servicing Agreement to be serviced all Mortgage Loans in accordance with the standard requirements default; provided that Borrower shall not be in breach of this covenant if a default declared by a counterparty to such Servicing Agreement arose from a failure of the issuers portfolio of Purchase Commitments covering Serviced Loans to perform as required by the same relevant Servicing Agreement and all applicable FHA such counterparty has elected in writing to continue to use Borrower as Servicer thereof and VA requirements, including without limitation taking all actions necessary to enforce the obligations of the obligors under has not rescinded or revoked such Mortgage Loans. The Company shall service or cause to be serviced all Mortgage Loans backing Pledged Securities in accordance with applicable governmental requirements and requirements of issuers of Purchase Commitments covering the same. The Company shall hold all escrow funds collected in respect of Pledged Mortgages and Mortgage Loans backing Pledged Securities in trust, without commingling the same with non-custodial funds, and apply the same for the purposes for which such funds were collectedelection. (c) Execute Diligently and deliver timely collect its Servicing Receivables under each Pledged Servicing Receivables Agreement and its servicing compensation under each Pledged Servicing Agreement and cause Borrower’s rights to the Lender such Uniform Commercial Code financing statements with respect collect Servicing Receivables under each Pledged Receivables Agreement to the Collateral as the Lender may request. The Company shall also execute remain in full force and deliver to the Lender such further instruments of sale, pledge or assignment or transfer, and such powers of attorney, as required by the Lender, and shall do and perform all matters and things necessary or desirable to be done or observed, for the purpose of effectively creating, maintaining and preserving the security and benefits intended to be afforded the Lender under this Agreement. The Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code of Minnesota, or any other applicable law, in addition to all rights provided for hereineffect. (d) Notify Cause Borrower’s rights to the Lender within two (2) Business Days servicing compensation provided for in each Pledged Servicing Agreement to remain in full force and effect until the Borrowings to finance Borrower’s retention of any default underthe Pledged Agency Servicing Rights related to such Pledged Servicing Agreement have been fully repaid, or of the termination of, any Purchase Commitment relating to any Pledged Mortgage, Eligible Mortgage Pool or Pledged Securityuntil such Servicing Agreement expires in accordance with its terms and without renewal. (e) Promptly comply in all respects with the terms and conditions of all Purchase Commitments, and all extensions, renewals and modifications or substitutions thereof or thereto. The Company will cause Cause Borrower’s rights to be delivered to the Investor the Pledged Mortgages and Pledged Securities to be sold collect Servicing Receivables under each Purchase Commitment not later than three (3) Business Days prior Pledged Servicing Receivables Agreement to the mandatory delivery date thereofremain in full force and effect. (f) Maintain, at its principal office or in a regional office approved by the Lender, or in the office of a computer service bureau engaged by the Company and approved by the Lender, and, upon request, make available to the Lender the originals, or copies in any case where the originals have been delivered to the Lender or to an Investor, of its Mortgage Notes and Mortgages included in Pledged Mortgages, Mortgage-backed Securities delivered to the Lender as Pledged Securities, Purchase Commitments, and all related Mortgage Loan documents and instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Collateral.

Special Affirmative Covenants Concerning Collateral. Until all of the Obligations shall have been fully paid in cash and satisfied and Lenders have no obligation to lend or provide any other financial accommodations to Borrower under or otherwise in respect of this Agreement, Borrower agrees to, subject to the Agency’s Interests, the Agency Guidelines, the Servicing Agreement and the Acknowledgment Agreement: (a) Warrant and forever defend the right, title and interest of Administrative Agent, for the Lender benefit of itself and the other Lenders, in and to the Collateral Pledged Servicing Rights against the claims and demands of all Persons whomsoever, subject to any restrictions imposed by the relevant Servicing Agreement or the Acknowledgment Agreement for the benefit of the party to it on whose behalf the Mortgage Loans are being serviced to the extent (if any) that such restrictions are valid and enforceable under the applicable UCC and other Laws. (b) Service or cause Diligently fulfill its duties and obligations under each Approved Servicing Agreement, and not be declared by a counterparty to each such Servicing Agreement to be serviced all Mortgage Loans in accordance with the standard requirements default; provided that Borrower shall not be in breach of this covenant if a default declared by a counterparty to such Servicing Agreement arose from a failure of the issuers portfolio of Purchase Commitments covering Serviced Loans 47 Credit and Security Agreement / to perform as required by the same relevant Servicing Agreement and all applicable FHA such counterparty has elected in writing to continue to use Borrower as Servicer thereof and VA requirements, including without limitation taking all actions necessary to enforce the obligations of the obligors under has not rescinded or revoked such Mortgage Loans. The Company shall service or cause to be serviced all Mortgage Loans backing Pledged Securities in accordance with applicable governmental requirements and requirements of issuers of Purchase Commitments covering the same. The Company shall hold all escrow funds collected in respect of Pledged Mortgages and Mortgage Loans backing Pledged Securities in trust, without commingling the same with non-custodial funds, and apply the same for the purposes for which such funds were collectedelection. (c) Execute Diligently and deliver timely collect its servicing compensation under each Approved Servicing Agreement. (d) Cause Borrower’s rights to the Lender servicing compensation provided for in each Approved Servicing Agreement to remain in full force and effect until the Borrowings to finance Borrower’s retention of the Pledged Servicing Rights related to such Uniform Commercial Code Approved Servicing Agreement have been fully repaid, or until such Servicing Agreement expires in accordance with its terms and without renewal. (e) Reconfirm the filing authorization given in this Agreement to such UCC financing statements with respect and continuation statements as Administrative Agent may reasonably request from time to time (although no such reconfirmation shall be a condition to the Collateral as the Lender may request. The Company shall also filing of any financing statement, including any “in lieu” financing statement, or continuation statement) and execute and deliver to the Lender Administrative Agent such further instruments of sale, pledge or pledge, assignment or transfer, and such powers of attorney, as shall be reasonably required by the LenderAdministrative Agent from time to time, and shall do and perform all matters and things necessary or desirable to be done or observed, for the purpose of effectively creating, maintaining and preserving the security and benefits intended to be afforded the Lender Administrative Agent under this Agreement, the Revolving Credit Note and the other Loan Documents. The Lender Administrative Agent shall have all the rights and remedies of a secured party under the Uniform Commercial Code of Minnesota, or UCC and any other applicable law, in addition to all rights provided for herein. (d) Notify the Lender within two (2) Business Days of any default under, or of the termination of, any Purchase Commitment relating to any Pledged Mortgage, Eligible Mortgage Pool or Pledged Security. (e) Promptly comply in all respects with the terms and conditions of all Purchase Commitments, and all extensions, renewals and modifications or substitutions thereof or thereto. The Company will cause to be delivered to the Investor the Pledged Mortgages and Pledged Securities to be sold under each Purchase Commitment not later than three (3) Business Days prior to the mandatory delivery date thereofthis Agreement. (f) Maintain, at Use its principal office or in a regional office approved by the Lender, or in the office of a computer service bureau engaged by the Company and approved by the Lender, and, upon request, make available best efforts to the Lender the originals, or copies in any case where the originals have been delivered to the Lender or to an Investor, cause each of its Servicers, if any, to keep in force throughout the term of this Agreement (i) a policy or policies of insurance covering errors and omissions for failure to maintain insurance as required by this Agreement and (ii) a fidelity bond. Each such policy and fidelity bond shall be in such form and amount as is generally customary among Persons who service a portfolio of Mortgage Notes and Mortgages included in Pledged MortgagesLoans having an aggregate principal amount comparable to that of the servicing portfolio of such Servicer or Borrower, Mortgage-backed Securities delivered to the Lender as Pledged Securities, Purchase Commitmentsrespectively, and all related Mortgage Loan documents and instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating which are generally regarded as servicers acceptable to the Collateralinstitutional investors.

Special Affirmative Covenants Concerning Collateral. (a) Warrant and defend the right, title and interest of the Lender in and to the Collateral against the claims and demands of all Persons whomsoever. (b) Service or cause to be serviced all Mortgage Loans in accordance with the standard requirements of the issuers of Purchase Commitments covering the same and all applicable FHA FHA, FmHA and VA requirements, including without limitation taking all actions necessary to enforce the obligations of the obligors under such Mortgage Loans. The Company shall service or cause to be serviced all Mortgage Loans backing Pledged Securities in accordance with applicable governmental requirements and requirements of issuers of Purchase Commitments covering the same. The Company shall hold all escrow funds collected in respect of Pledged Mortgages and Mortgage Loans backing Pledged Securities in trust, without commingling the same with non-custodial funds, and apply the same for the purposes for which such funds were collected. (c) Execute and deliver to the Lender such Uniform Commercial Code financing statements with respect to the Collateral as the Lender may request. The Company shall also execute and deliver to the Lender such further instruments of sale, pledge or assignment or transfer, and such powers of attorney, as required by the Lender, and shall do and perform all matters and things necessary or desirable to be done or observed, for the purpose of effectively creating, maintaining and preserving the security and benefits intended to be afforded the Lender under this Agreement. The Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code of Minnesota, or any other applicable law, in addition to all rights provided for herein. (d) Notify the Lender within two (2i) 2 Business Days of any default under, or of the termination of, any Purchase Commitment relating to any Pledged Mortgage, Eligible Mortgage Pool or Pledged SecuritySecurity (ii) 2 Business Days of any default (after expiration of any grace period) under any Unimproved Mortgage Loan. (e) Promptly comply in all respects with the terms and conditions of all Purchase Commitments, and all extensions, renewals and modifications or substitutions thereof or thereto. The Company will cause to be delivered to the Investor the Pledged Mortgages and Pledged Securities to be sold under each Purchase Commitment not later than three (3) 3 Business Days prior to the mandatory delivery date thereof. (f) Maintain, at its principal office or in a regional office approved by the Lender, or in the office of a computer service bureau engaged by the Company and approved by the Lender, and, upon request, make available to the Lender the originals, or copies in any case where the originals have been delivered to the Lender or to an Investor, of its Mortgage Notes and Mortgages included in Pledged Mortgages, Mortgage-backed Securities delivered to the Lender as Pledged Securities, Purchase Commitments, and all related Mortgage Loan documents and instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Collateral.

Special Affirmative Covenants Concerning Collateral. (a) Warrant The Company warrants and will defend the right, title and interest of the Lender Banks in and to the Collateral Mortgage Loans against the claims and demands of all Persons persons whomsoever.. ` 6.13 (b) Service The Company shall service or cause to be serviced all Mortgage Loans in accordance with the standard requirements of the issuers of the respective Purchase Commitments covering the same and all applicable FHA and VA governmental requirements, including without limitation taking all actions necessary to enforce the obligations of the obligors under such Mortgage Loans. The Company shall service or cause to be serviced all Mortgage Loans backing Pledged Securities in accordance with all applicable governmental requirements and requirements of the issuers of the respective Purchase Commitments covering the same. The Company shall hold all escrow funds collected in respect of Pledged Mortgages and Mortgage Loans backing Pledged Securities in trust, without commingling the same with non-custodial funds, and apply the same for the purposes for which such funds were collected. (c) Execute The Company shall execute and deliver to the Lender Agent such Uniform Commercial Code financing statements with respect to the Collateral as the Lender Agent and the Bank may request. The Company shall also execute and deliver to the Lender Agent such further instruments of sale, pledge or assignment or transfer, and such powers of attorney, as required by the LenderAgent and the Banks, and shall do and perform all matters and things necessary or desirable to be done or observed, for the purpose of effectively creating, maintaining and preserving the security and benefits intended to be afforded the Lender Banks under this Agreement. The Lender Agent and the Banks shall have all the rights and remedies of a secured party under the Uniform Commercial Code of Minnesotathe State of Illinois, or any other applicable law, in addition to all rights provided for herein. (d) Notify The Company shall notify the Lender Banks within two (2) Business Days of any default under, or of the termination of, or the rejection for purchase under, any Purchase Commitment relating to any Pledged Mortgage, Eligible Mortgage Pool or Pledged SecurityLoan. (e) Promptly The Company will promptly comply in all respects with the terms and conditions of all Purchase Commitments, and all extensions, renewals and modifications or substitutions thereof or thereto. The Company will cause to be delivered to the Investor the Pledged Mortgages and Pledged Securities Mortgage Loans to be sold under each Purchase Commitment not later than the earlier of three (3) Business Days prior to the mandatory delivery date thereofexpiration thereof or three (3) Business Days prior to the deadline for acquisition of the Mortgage Loan by the Investor thereunder. (f) MaintainThe Company shall maintain, at its principal office or in a regional office approved by the LenderBanks, or in the office of a computer service bureau engaged by the Company and approved by the LenderBanks, and, upon request, shall make available to the Lender Banks the originals, or copies in any case where the originals have original has been delivered to the Lender Banks, or to an Investor, of its Mortgage Notes Note and Mortgages included in Pledged Mortgages, Mortgage-backed Securities delivered to the Lender as Pledged SecuritiesMortgage Loans, Purchase Commitments, and all related Mortgage Loan documents and instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Collateral. (g) Upon the request of the Banks, the Company shall direct that all payments due the Company on Foreclosure Receivables be sent directly to the Agent (subject to applicable FHA and VA requirements) for deposit.

Special Affirmative Covenants Concerning Collateral. (a) Warrant The Company warrants and will defend the right, title and interest of the Lender in and to the Collateral Mortgage Loans against the claims and demands of all Persons persons whomsoever. (b) Service The Company shall service or cause to be serviced all Mortgage Loans in accordance with the standard requirements of the issuers of Investors under the respective Purchase Commitments covering the same and all applicable FHA and VA governmental requirements, including including, without limitation limitation, taking all actions necessary to enforce the obligations of the obligors under such Mortgage Loans. The Company shall service or cause to be serviced all Mortgage Loans backing Pledged Securities in accordance with applicable governmental requirements and requirements of issuers of Purchase Commitments covering the same. The Company shall hold all escrow funds collected in respect of Pledged Mortgages and Mortgage Loans backing Pledged Securities in trust, without commingling the same with non-custodial funds, and apply the same for the purposes for which such funds were collected. (c) Execute The Company shall execute and deliver to the Lender such Uniform Commercial Code financing statements with respect to the Collateral as the Lender may request. The Company shall also execute and deliver to the Lender such further instruments of sale, pledge or assignment or transfer, and such powers of attorney, as required by the Lender, and shall do and perform all matters and things necessary or desirable to be done or observed, for the purpose of effectively creating, maintaining and preserving the security and benefits intended to be afforded the Lender under this Agreement. The Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code of Minnesotathe State of Illinois, or any other applicable law, in addition to all rights provided for herein. (d) Notify The Company shall immediately notify the Lender within two (2) Business Days of any default under, or of the termination of, or the rejection for purchase under, any Purchase Commitment relating to any Pledged Mortgage, Eligible Mortgage Pool or Pledged SecurityLoan. (e) Promptly The Company will promptly comply in all respects with the terms and conditions of all Purchase Commitments, and all extensions, renewals and modifications or substitutions thereof or thereto. The Not later than the earlier of the expiration of a Purchase Commitment or the deadline for acquisition of any Mortgage Loan by the Investor thereunder, the Company will cause to be delivered to the Investor and/or the Pledged Mortgages Company, as applicable, all forms, letters, documents, instruments, authorizations, releases, schedules and Pledged Securities to other materials which may be sold under each Purchase Commitment not later than three (3) Business Days prior to required by the mandatory delivery date thereofapplicable Investor and/or the Lender, as applicable, in connection with the acquisition of the Mortgage Loan by the Investor. (f) MaintainThe Company shall maintain, at its principal office or in a regional office approved by the Lender, or in the office of a computer service bureau engaged by the Company and approved by the Lender, and, upon request, shall make available to the Lender the originals, or copies in any case where the originals have been delivered to the Lender or to an Investor, of its all Mortgage Notes and Mortgages included in Pledged Mortgages, Mortgage-backed Securities delivered to the Lender as Pledged SecuritiesMortgage Loans, Purchase Commitments, and all related Mortgage Loan documents Documents and instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Collateral.

Special Affirmative Covenants Concerning Collateral. The Company hereby covenants and agrees that, so long as any Advance is outstanding or there remain any Obligations to be paid or performed under this Agreement or under any other Loan Document, the Company shall: (a) Warrant and defend the right, title and interest of the Lender in and to the Collateral against the claims and demands of all Persons whomsoever. (b) Service or cause to be serviced all Mortgage Loans in accordance with the standard requirements of the issuers of Purchase Commitments covering the same and all applicable FHA HUD, FNMA and VA FHLMC requirements, including without limitation taking all actions necessary to enforce the obligations of the obligors under such Mortgage Loans. The Company shall service or cause to be serviced all Mortgage Loans backing Pledged Securities in accordance with applicable governmental requirements and requirements of issuers of Purchase Commitments covering the same. The Company shall hold all escrow funds collected in respect of Pledged Mortgages and Mortgage Loans backing Pledged Securities in trust, without commingling the same with non-custodial funds, and apply the same for the purposes for which such funds were collected. (c) Execute and deliver to the Lender such Uniform Commercial Code financing statements with respect to the Collateral as the Lender may request. The Company shall also execute and deliver to the Lender such further instruments of sale, pledge or assignment or transfer, and such powers of attorney, as required by the Lender, and shall do and perform all matters and things necessary or desirable to be done or observed, for the purpose of effectively creating, maintaining and preserving the security and benefits intended to be afforded the Lender under this Agreement. The Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code of Minnesota, or any other applicable law, in addition to all rights provided for herein. (d) Notify the Lender within two (2) Business Days of any default under, or of the termination of, any Purchase Commitment relating to any Pledged Mortgage, Eligible Mortgage Pool or Pledged Security. (e) Promptly comply in all respects with the terms and conditions of all Purchase Commitments, and all extensions, renewals and modifications or substitutions thereof or thereto. The Company will cause to be delivered to the Investor the Pledged Mortgages and Pledged Securities to be sold under each Purchase Commitment not later than three (3) Business Days prior to the mandatory delivery date thereof. (f) Maintain, at its principal office or in a regional office approved by the Lender, or in the office of a computer service bureau engaged by the Company and approved by the Lender, and, upon request, make available to the Lender the originals, or copies in any case where the originals have been delivered to the Lender or to an Investor, of its Mortgage Notes and Mortgages included in Pledged Mortgages, Mortgage-backed Securities delivered to the Lender as Pledged Securities, Purchase Commitments, and all related Mortgage Loan documents and instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Collateral.

Special Affirmative Covenants Concerning Collateral. (a) Warrant and defend the right, title and interest of the Lender Administrative Agent and the Lenders in and to the Collateral against the claims and demands of all Persons whomsoever. (b) Service or cause to be serviced all Mortgage Loans Pledged Mortgages in accordance with the standard requirements of the issuers of Purchase Commitments covering the same and all applicable FHA and VA requirements, including without limitation taking all actions necessary to enforce the obligations of the obligors under such Mortgage Loans. The Company shall service or cause to be serviced all Mortgage Loans backing Pledged Securities in accordance with applicable governmental requirements and requirements of issuers of Purchase Commitments covering the same. The Company shall hold all escrow funds collected in respect of Pledged Mortgages and Mortgage Loans backing Pledged Securities in trust, without commingling the same with non-custodial funds, and apply the same for the purposes for which such funds were collected. (c) Execute and deliver to the Lender Administrative Agent such Uniform Commercial Code financing statements with respect to the Collateral as the Lender Administrative Agent may request. The Company shall also execute and deliver to the Lender Administrative Agent such further instruments of sale, pledge or assignment or transfer, and such powers of attorney, as required by the LenderAdministrative Agent to secure the Collateral, and shall do and perform all matters and things necessary or desirable to be done or observed, for the purpose of effectively creating, maintaining and preserving the security and benefits intended to be afforded the Lender Lenders under this Agreement. The Lender Administrative Agent, on behalf of the Lenders, shall have all the rights and remedies of a secured party under the Uniform Commercial Code of MinnesotaTexas, or any other applicable law, in addition to all rights provided for herein. (d) Notify the Lender Administrative Agent within two (2) Business Days after receipt of notice from an Investor of any default under, or of the termination of, any Purchase Commitment relating to any Pledged Mortgage, Eligible Mortgage Pool or Pledged Security. (e) Promptly comply in all respects with the terms and conditions of all Purchase Commitments, and all extensions, renewals and modifications or substitutions thereof or thereto. The Company will cause to be delivered to the Investor the Pledged Mortgages and Pledged Securities to be sold under each Purchase Commitment not later than three (3) Business Days prior to the mandatory delivery date expiration thereof. (f) Maintain, at its principal office or in a regional office approved by the LenderAdministrative Agent, or in the office of a computer service bureau engaged by the Company and approved by the LenderAdministrative Agent, and, upon request, shall make available to the Lender Administrative Agent, for the benefit of the Lenders, the originals, or copies in any case where the originals have been delivered to the Lender Administrative Agent, for the benefit of the Lenders, or to an Investor, of its Mortgage Notes and Mortgages included in Pledged MortgagesCollateral, Mortgage-backed Securities delivered to the Lender Administrative Agent, for the benefit of the Lenders, as Pledged Securities, Purchase Commitments, and all related Mortgage Loan documents and instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Collateral.

Special Affirmative Covenants Concerning Collateral. (a) Warrant and defend the right, title and interest of the Lender in and to the Collateral against the claims and demands of all Persons whomsoever. (b) Service or cause to be serviced all Mortgage Loans in accordance with the standard requirements of the issuers of Purchase Commitments covering the same and all applicable FHA HUD, FNMA and VA FHLMC requirements, including without limitation taking all actions necessary to enforce the obligations of the obligors under such Mortgage Loans. The Company Borrowers shall service or cause to be serviced all Mortgage Loans backing Pledged Securities in accordance with applicable governmental requirements and requirements of issuers of Purchase Commitments covering the same. The Company Borrowers Washington/Huntxxx:0/03/96 59 shall hold all escrow funds collected in respect of Pledged Mortgages and Mortgage Loans backing Pledged Securities in trust, without commingling the same with non-custodial funds, and apply the same for the purposes for which such funds were collected. (c) Execute and deliver to the Lender such Uniform Commercial Code financing statements with respect to the Collateral as the Lender may request. The Company Borrowers shall also, at the request of the Lender, execute and deliver to the Lender, and obtain the execution and delivery by FNMA, FHLMC and/or GNMA of, Acknowledgment Agreements in the forms from time to time promulgated by FNMA, FHLMC or GNMA, as applicable, with respect to the FNMA, FHLMC and/or GNMA Servicing Contracts included in the Collateral. The Borrowers shall also execute and deliver to the Lender such further instruments of sale, pledge or assignment or transfer, and such powers of attorney, as required may reasonably be requested by the Lender, and shall do and perform all matters and things necessary or desirable to be done or observed, for the purpose of effectively creating, maintaining and preserving the security and benefits intended to be afforded the Lender under this Agreement. The Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code of Minnesota, or any other applicable law, in addition to all rights provided for herein. (d) Notify the Lender within two (2) Business Days of any default under, or of the termination of, any Purchase Commitment relating to any Pledged Mortgage, Eligible Mortgage Pool Pool, or Pledged Security. (e) Promptly comply in all respects with the terms and conditions of all Purchase Commitments, and all extensions, renewals and modifications or substitutions thereof or thereto. The Company Borrowers will cause to be delivered to the Investor the Pledged Mortgages and Pledged Securities to be sold under each Purchase Commitment not later than three (3) Business Days prior to the mandatory delivery date thereof. (f) Maintain, at its their principal office or in a regional office approved by the Lender, or in the office of a computer service bureau engaged by the Company Borrowers and approved by the Lender, Lender and, upon request, make available to the Lender the originals, or copies in any case where the originals have been delivered to the Lender or to an Investor, of its Mortgage Notes and Mortgages included in Pledged Mortgages, Mortgage-backed Securities delivered to the Lender as Pledged Securities, Washington/Huntxxx:0/03/96 60 Purchase Commitments, and all related Mortgage Loan documents and instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Collateral. (g) Promptly provide the Lender with copies of any amendment, supplement, restatement or other modification of the Berkshire Master Agreement, the Berkshire Master Notes or the FNMA Special Pool Purchase Contract related thereto.

Special Affirmative Covenants Concerning Collateral. (a) Warrant and defend the right, title and interest of the Lender Agent and the Lenders in and to the Collateral against the claims and demands of all Persons whomsoever. (b) Service or cause to be serviced all Mortgage Loans Pledged Mortgages in accordance with the standard requirements of the issuers of Purchase Commitments covering the same and all applicable FHA and VA requirements, including without limitation taking all actions necessary to enforce the obligations of the obligors under such Mortgage Loans. The Company shall service or cause to be serviced all Mortgage Loans backing Pledged Securities in accordance with applicable governmental requirements and requirements of issuers of Purchase Commitments covering the same. The Company shall hold all escrow funds collected in respect of Pledged Mortgages and Mortgage Loans backing Pledged Securities in trust, without commingling the same with non-custodial funds, and apply the same for the purposes for which such funds were collected. (c) Execute and deliver to the Lender Agent such Uniform Commercial Code financing statements with respect to the Collateral as the Lender Agent may request. The Company shall also execute and deliver to the Lender Agent such further instruments of sale, pledge or assignment or transfer, and such powers of attorney, as required by the LenderAgent to secure the Collateral, and shall do and perform all matters and things necessary or desirable to be done or observed, for the purpose of effectively creating, maintaining and preserving the security and benefits intended to be afforded the Lender Lenders under this Agreement. The Lender Agent, on behalf of the Lenders, shall have all the rights and remedies of a secured party under the Uniform Commercial Code of MinnesotaTexas, or any other applicable law, in addition to all rights provided for herein. (d) Notify the Lender Agent within two (2) Business Days after receipt of notice from an Investor of any default under, or of the termination of, any Purchase Commitment relating to any Pledged Mortgage, Eligible Mortgage Pool or Pledged Security. (e) Promptly comply in all respects with the terms and conditions of all Purchase Commitments, and all extensions, renewals and modifications or substitutions thereof or thereto. The Company will cause to be delivered to the Investor the Pledged Mortgages and Pledged Securities to be sold under each Purchase Commitment not later than three (3) Business Days prior to the mandatory delivery date expiration thereof. (f) Maintain, at its principal office or in a regional office approved by the LenderAgent, or in the office of a computer service bureau engaged by the Company and approved by the LenderAgent, and, upon request, shall make available to the Lender Agent, for the benefit of the Lenders, the originals, or copies in any case where the originals have been delivered to the Lender Agent, for the benefit of the Lenders, or to an Investor, of its Mortgage Notes and Mortgages included in Pledged MortgagesCollateral, Mortgage-backed Securities delivered to the Lender Agent, for the benefit of the Lenders, as Pledged Securities, Purchase Commitments, and all related Mortgage Loan documents and instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Collateral.

Special Affirmative Covenants Concerning Collateral. Until all of the Obligations shall have been fully paid in cash and satisfied and the Lender has no obligation to lend or provide any other financial accommodations to Borrower under or otherwise in respect of this Agreement, Borrower agrees to: (a) Warrant and forever defend the right, title and interest of the Lender Lender, for the benefit of itself and the other Secured Parties, in and to the Collateral Pledged Servicing Rights against the claims and demands of all Persons whomsoeverwhomsoever other than the Agency or the owner of any related Mortgage Loan in the case of Non-Agency Servicing Rights, as applicable, subject to any restrictions imposed by the relevant Servicing Agreement or the 36 Credit and Security Agreement Acknowledgment Agreement for the benefit of the party to it on whose behalf the Mortgage Loans are being serviced to the extent (if any) that such restrictions are valid and enforceable under the applicable UCC and other Laws. (b) Service or cause Diligently fulfill its duties and obligations under each Approved Servicing Agreement, and not be declared by a counterparty to each such Servicing Agreement to be serviced all Mortgage Loans in accordance with the standard requirements default; provided that Borrower shall not be in breach of this covenant if a default declared by a counterparty to such Servicing Agreement arose from a failure of the issuers portfolio of Purchase Commitments covering Serviced Loans to perform as required by the same relevant Servicing Agreement and all applicable FHA such counterparty has elected in writing to continue to use Borrower as Servicer thereof and VA requirements, including without limitation taking all actions necessary to enforce the obligations of the obligors under has not rescinded or revoked such Mortgage Loans. The Company shall service or cause to be serviced all Mortgage Loans backing Pledged Securities in accordance with applicable governmental requirements and requirements of issuers of Purchase Commitments covering the same. The Company shall hold all escrow funds collected in respect of Pledged Mortgages and Mortgage Loans backing Pledged Securities in trust, without commingling the same with non-custodial funds, and apply the same for the purposes for which such funds were collectedelection. (c) Execute Diligently and deliver timely collect its servicing compensation under each Approved Servicing Agreement. (d) Cause Borrower’s rights to the Lender servicing compensation provided for in each Approved Servicing Agreement to remain in full force and effect until the Borrowings to finance Borrower’s retention of the Pledged Servicing Rights related to such Uniform Commercial Code Approved Servicing Agreement have been fully repaid, or until such Servicing Agreement expires in accordance with its terms and without renewal. (e) Reconfirm the filing authorization given in this Agreement to such UCC financing statements with respect to the Collateral and continuation statements as the Lender may request. The Company reasonably request from time to time (although no such reconfirmation shall also be a condition to the filing of any financing statement, including any “in lieu” financing statement, or continuation statement) and execute and deliver to the Lender such further instruments of sale, pledge or pledge, assignment or transfer, and such powers of attorney, as shall be reasonably required by the LenderLender from time to time, and shall do and perform all matters and things necessary or desirable to be done or observed, for the purpose of effectively creating, maintaining and preserving the security and benefits intended to be afforded the Lender and the Lenders under this Agreement, the Revolving Credit Note and the other Loan Documents. The Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code of Minnesota, or UCC and any other applicable law, in addition to all rights provided for herein. (d) Notify the Lender within two (2) Business Days of any default under, or of the termination of, any Purchase Commitment relating to any Pledged Mortgage, Eligible Mortgage Pool or Pledged Security. (e) Promptly comply in all respects with the terms and conditions of all Purchase Commitments, and all extensions, renewals and modifications or substitutions thereof or thereto. The Company will cause to be delivered to the Investor the Pledged Mortgages and Pledged Securities to be sold under each Purchase Commitment not later than three (3) Business Days prior to the mandatory delivery date thereofthis Agreement. (f) Maintain, at Use its principal office or in a regional office approved by the Lender, or in the office of a computer service bureau engaged by the Company and approved by the Lender, and, upon request, make available best efforts to the Lender the originals, or copies in any case where the originals have been delivered to the Lender or to an Investor, cause each of its Servicers, if any, to keep in force throughout the term of this Agreement (i) a policy or policies of insurance covering errors and omissions for failure to maintain insurance as required by this Agreement and (ii) a fidelity bond. Each such policy and fidelity bond shall be in such form and amount as is generally customary among Persons who service a portfolio of Mortgage Notes and Mortgages included in Pledged MortgagesLoans having an aggregate principal amount comparable to that of the servicing portfolio of such Servicer or Borrower, Mortgage-backed Securities delivered to the Lender as Pledged Securities, Purchase Commitmentsrespectively, and all related Mortgage Loan documents and instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating which are generally regarded as servicers acceptable to the Collateralinstitutional investors.

Special Affirmative Covenants Concerning Collateral. As long as the Warehousing Commitment is outstanding or there remain any Obligations to be paid or performed under this Agreement or under any other Loan Document, Borrower must: (a) Warrant and defend the right, title and interest of the Lender in and to the Collateral against the claims and demands of all Persons whomsoeverPersons. (b) Service or cause to be serviced all Mortgage Pledged Loans in accordance with the standard requirements of the issuers of Purchase Commitments covering the same and all applicable FHA and VA requirementsthem, including without limitation taking all actions necessary to enforce the obligations of the obligors under such Mortgage Loans. The Company shall service Service or cause to be serviced all Mortgage Loans backing Pledged Securities in accordance with applicable governmental requirements and requirements of issuers of Purchase Commitments covering the samethem. The Company shall hold Hold all escrow funds collected in respect of Pledged Mortgages Loans and Mortgage Loans backing Pledged Securities in trust, without commingling the same with non-custodial funds, and apply the same them for the purposes for which such those funds were collected. (c) Execute and deliver to the Lender such Uniform Commercial Code financing statements with respect to the Collateral as the Lender may request. The Company shall also execute and deliver to the Lender such those further instruments of sale, pledge or pledge, assignment or transfer, and such those powers of attorney, as required by the Lender, and shall do and perform all matters and things necessary or desirable to be done or observed, for the purpose of effectively creating, maintaining and preserving the security and benefits intended to be afforded the Lender under this Agreement. The Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code of Minnesota, or any other applicable law, in addition to all rights provided for herein. (d) Notify the Lender within two (2) 2 Business Days of any default under, or of the termination of, any Purchase Commitment relating to any Pledged MortgageLoan, Eligible Mortgage Pool Pool, or Pledged Security. (e) Promptly comply in all respects with the terms and conditions of all Purchase Commitments, and all extensions, renewals and modifications or substitutions thereof or thereto. The Company will cause to be delivered to the Investor the Pledged Mortgages and Pledged Securities to be sold under each Purchase Commitment not later than three (3) Business Days prior to the mandatory delivery date thereof. (f) Maintain, at its principal office or in a regional office approved by the Lender, or in the office of a computer service bureau engaged by the Company and approved by the Lender, and, upon request, make available to the Lender the originals, or copies in any case where the originals have been delivered to the Lender or to an Investor, of its Mortgage Notes and Mortgages included in Pledged Mortgages, Mortgage-backed Securities delivered to the Lender as Pledged Securities, Purchase Commitments, and all related Mortgage Loan documents and instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Collateral.

Special Affirmative Covenants Concerning Collateral. Until all of the Obligations shall have been fully paid in cash and satisfied and Lenders have no obligation to lend or provide any other financial accommodations to Borrower under or otherwise in respect of this Agreement, Borrower agrees to, subject to the Agency’s Interests, the Agency Guidelines, the Servicing Agreement and the Acknowledgment Agreement: (a) Warrant and forever defend the right, title and interest of Administrative Agent, for the Lender benefit of itself and the other Lenders, in and to the Collateral Pledged Servicing Rights against the claims and demands of all Persons whomsoever, subject to any restrictions imposed by the relevant Servicing Agreement or the Acknowledgment Agreement for the benefit of the party to it on whose behalf the Mortgage Loans are being serviced to the extent (if any) that such restrictions are valid and enforceable under the applicable UCC and other Laws. (b) Service or cause Diligently fulfill its duties and obligations under each Approved Servicing Agreement, and not be declared by a counterparty to each such Servicing Agreement to be serviced all Mortgage Loans in accordance with the standard requirements default; provided that Borrower shall not be in breach of this covenant if a default declared by a counterparty to such Servicing Agreement arose from a failure of the issuers portfolio of Purchase Commitments covering Serviced Loans to perform as required by the same relevant Servicing Agreement and all applicable FHA such counterparty has elected in writing to continue to use Borrower as Servicer thereof and VA requirements, including without limitation taking all actions necessary to enforce the obligations of the obligors under has not rescinded or revoked such Mortgage Loans. The Company shall service or cause to be serviced all Mortgage Loans backing Pledged Securities in accordance with applicable governmental requirements and requirements of issuers of Purchase Commitments covering the same. The Company shall hold all escrow funds collected in respect of Pledged Mortgages and Mortgage Loans backing Pledged Securities in trust, without commingling the same with non-custodial funds, and apply the same for the purposes for which such funds were collectedelection. (c) Execute Diligently and deliver timely collect its servicing compensation under each Approved Servicing Agreement. (d) Cause Borrower’s rights to the Lender servicing compensation provided for in each Approved Servicing Agreement to remain in full force and effect until the Borrowings to finance Borrower’s retention of the Pledged Servicing Rights related to such Uniform Commercial Code Approved Servicing Agreement have been fully repaid, or until such Servicing Agreement expires in accordance with its terms and without renewal. (e) Reconfirm the filing authorization given in this Agreement to such UCC financing statements with respect and continuation statements as Administrative Agent may reasonably request from time to time (although no such reconfirmation shall be a condition to the Collateral as the Lender may request. The Company shall also filing of any financing statement, including any “in lieu” financing statement, or continuation statement) and execute and deliver to the Lender Administrative Agent such further instruments of sale, pledge or pledge, assignment or transfer, and such powers of attorney, as shall be reasonably required by the LenderAdministrative Agent from time to time, and shall do and perform all matters and things necessary or desirable to be done or observed, for the purpose of effectively creating, maintaining and preserving the security and benefits intended to be afforded the Lender Administrative Agent under this Agreement, the Revolving Credit Note and the other Loan Documents. The Lender Administrative Agent shall have all the rights and remedies of a secured party under the Uniform Commercial Code of Minnesota, or UCC and any other applicable law, in addition to all rights provided for herein. (d) Notify the Lender within two (2) Business Days of any default under, or of the termination of, any Purchase Commitment relating to any Pledged Mortgage, Eligible Mortgage Pool or Pledged Security. (e) Promptly comply in all respects with the terms and conditions of all Purchase Commitments, and all extensions, renewals and modifications or substitutions thereof or thereto. The Company will cause to be delivered to the Investor the Pledged Mortgages and Pledged Securities to be sold under each Purchase Commitment not later than three (3) Business Days prior to the mandatory delivery date thereofthis Agreement. (f) Maintain, at Use its principal office or in a regional office approved by the Lender, or in the office of a computer service bureau engaged by the Company and approved by the Lender, and, upon request, make available best efforts to the Lender the originals, or copies in any case where the originals have been delivered to the Lender or to an Investor, cause each of its Servicers, if any, to keep in force throughout the term of this Agreement (i) a policy or policies of insurance covering errors and omissions for failure to maintain insurance as required by this Agreement and (ii) a fidelity bond. Each such policy and fidelity bond shall be in such form and amount as is generally customary among Persons who service a portfolio of Mortgage Notes Loans having an aggregate principal amount 47 Credit and Mortgages included in Pledged MortgagesSecurity Agreement / comparable to that of the servicing portfolio of such Servicer or Borrower, Mortgage-backed Securities delivered to the Lender as Pledged Securities, Purchase Commitmentsrespectively, and all related Mortgage Loan documents and instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating which are generally regarded as servicers acceptable to the Collateralinstitutional investors.

Special Affirmative Covenants Concerning Collateral. (a) Warrant and defend the right, title and interest of the Lender in and to the Collateral against the claims and demands of all Persons whomsoever. (b) Service or cause to be serviced all Mortgage Loans in accordance with the standard requirements of the issuers of Purchase Commitments covering the same same, the requirements of any Investor with which the Borrowers have agreements or other arrangements to sell similar Mortgage Loans, and all applicable FHA and VA requirements, including without limitation taking all actions necessary to enforce the obligations of the obligors under such Mortgage Loans. The Company Borrowers shall service or cause to be serviced all Mortgage Loans backing Pledged Securities in accordance with applicable governmental requirements and requirements of issuers of Purchase Commitments covering the same. The Company Borrowers shall hold all escrow funds collected in respect of Pledged Mortgages and Mortgage Loans backing Pledged Securities in trust, without commingling the same with non-custodial funds, and apply the same for the purposes for which such funds were collected. (c) Execute and deliver to the Lender such Uniform Commercial Code financing statements with respect to the Collateral as the Lender may reasonably request. The Company Borrowers shall also execute and deliver to the Lender such further instruments of sale, pledge or assignment or transfer, and such powers of attorney, as required by the Lender, and shall do and perform all matters and things necessary or desirable to be done or observed, for the purpose of effectively creating, maintaining and preserving the security and benefits intended to be afforded the Lender under this Agreement. The Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code of Minnesota, or any other applicable law, in addition to all rights provided for herein. (d) Notify the Lender within two (2) Business Days of any default under, or of the termination of, any Purchase Commitment relating to any Pledged Mortgage, Eligible Mortgage Pool or Pledged Security. (e) Promptly comply in all respects with the terms and conditions of all Purchase Commitments, and all extensions, renewals and modifications or substitutions thereof or thereto. The Company will cause to be delivered to the Investor the Pledged Mortgages and Pledged Securities to be sold under each Purchase Commitment not later than three (3) Business Days prior to the mandatory delivery date thereof. (f) Maintain, at its principal office or in a regional office approved by the Lender, or in the office of a computer service bureau engaged by the Company and approved by the Lender, and, upon request, make available to the Lender the originals, or copies in any case where the originals have been delivered to the Lender or to an Investor, of its Mortgage Notes and Mortgages included in Pledged Mortgages, Mortgage-backed Securities delivered to the Lender as Pledged Securities, Purchase Commitments, and all related Mortgage Loan documents and instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Collateral.

Special Affirmative Covenants Concerning Collateral. (a) Warrant and defend the right, title and interest of the Lender Agent and the Lenders in and to the Collateral against the claims and demands of all Persons whomsoever. (b) Service or cause to be serviced all Mortgage Pledged Loans in accordance with the standard requirements of the issuers of Purchase Commitments covering the same them and all applicable FHA HUD, Fxxxxx Mae and VA Fxxxxxx Mac requirements, including without limitation taking all actions necessary to enforce the obligations of the obligors under such Mortgage Loans. The Company shall ; and must service or cause to be serviced all Mortgage Loans backing Pledged Securities in accordance with applicable governmental requirements and requirements of issuers of Purchase Commitments covering the same. The Company shall hold all escrow funds collected in respect of Pledged Mortgages and Mortgage Loans backing Pledged Securities in trust, without commingling the same with non-custodial funds, and apply the same for the purposes for which such funds were collectedthem. (c) Execute and deliver to the Lender Agent such Uniform Commercial Code financing statements with respect to the Collateral as the Lender Agent may request. The Company Borrower shall also execute and deliver to the Lender Agent such further instruments of sale, pledge or assignment or transfer, and such powers of attorney, as reasonably required by the LenderAgent to secure the Collateral, and shall do and perform all matters and things reasonably requested by the Agent that are necessary or desirable to be done or observed, for the purpose of effectively creating, maintaining and preserving a first priority security interest in the security Collateral and all other benefits intended to be afforded the Lender Lenders under this Agreement. The Lender Agent, on behalf of the Lenders, shall have all the rights and remedies of a secured party under the Uniform Commercial Code of MinnesotaNew York, or any other applicable law, in addition to all rights provided for herein. (d) Notify the Lender Agent within two (2) Business Days after receipt of notice from an Investor of any default under, or of the termination of, any Purchase Commitment relating to any Pledged MortgageLoan, Eligible Mortgage Pool or Pledged Security. (e) Promptly comply in all respects with the terms and conditions of all Purchase Commitments, and all extensions, renewals and modifications or substitutions thereof or thereto. The Company Borrower will cause to be delivered to the Investor the Pledged Mortgages Loans and Pledged Securities to be sold under each Purchase Commitment not later than three (3) Business Days prior to the mandatory delivery date thereofof the Pledged Loans or Pledged Securities under the Purchase Commitment. (f) Maintain, at its principal office at New York, New York, or in a regional its offices at Irving, Texas and Jersey City, New Jersey (until such office is closed and moved to its principal office at New York, New York), or at other offices approved by the LenderAgent, or in the office of a computer service bureau engaged by the Company Borrower and approved by the LenderAgent, and, upon request, shall make available to the Lender Agent, for the benefit of the Lenders, the originals, or copies in any case where the originals have been delivered to the Lender Agent, for the benefit of the Lenders, or to an Investor, of its Mortgage Notes and Mortgages included in Pledged MortgagesCollateral, Mortgage-backed Securities delivered to the Lender Agent, for the benefit of the Lenders, as Pledged Securities, Purchase Commitments, and all related Mortgage Loan documents and instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Collateral. (g) Be in good standing with Fxxxxx Mxx, Fxxxxxx Mac, Gxxxxx Mxx, and FHA, except to the extent related to programs in which the applicable Borrower has ceased to originate Mortgage Loans and, in the case of Fxxxxx Mae and Fxxxxxx Mac, such cessation was not the result of a termination or other action by Fxxxxx Mae, Fxxxxxx Mac, Gxxxxx Mxx, or FHA, as applicable.

Special Affirmative Covenants Concerning Collateral. (a) Warrant and defend the right, title and interest of the Lender Agent and the Lenders in and to the Collateral against the claims and demands of all Persons whomsoever. (b) Service or cause to be serviced all Mortgage Pledged Loans in accordance with the standard requirements of the issuers of Purchase Commitments covering the same them and all applicable FHA HUD, Xxxxxx Mae and VA Xxxxxxx Mac requirements, including without limitation taking all actions necessary to enforce the obligations of the obligors under such Mortgage Loans. The Company shall ; and must service or cause to be serviced all Mortgage Loans backing Pledged Securities in accordance with applicable governmental requirements and requirements of issuers of Purchase Commitments covering the same. The Company shall hold all escrow funds collected in respect of Pledged Mortgages and Mortgage Loans backing Pledged Securities in trust, without commingling the same with non-custodial funds, and apply the same for the purposes for which such funds were collectedthem. (c) Execute and deliver to the Lender Agent such Uniform Commercial Code financing statements with respect to the Collateral as the Lender Agent may request. The Company Borrower shall also execute and deliver to the Lender Agent such further instruments of sale, pledge or assignment or transfer, and such powers of attorney, as reasonably required by the LenderAgent to secure the Collateral, and shall do and perform all matters and things reasonably requested by the Agent that are necessary or desirable to be done or observed, for the purpose of effectively creating, maintaining and preserving a first priority security interest in the security Collateral and all other benefits intended to be afforded the Lender Lenders under this Agreement. The Lender Agent, on behalf of the Lenders, shall have all the rights and remedies of a secured party under the Uniform Commercial Code of MinnesotaNew York, or any other applicable law, in addition to all rights provided for herein. (d) Notify the Lender Agent within two (2) Business Days after receipt of notice from an Investor of any default under, or of the termination of, any Purchase Commitment relating to any Pledged MortgageLoan, Eligible Mortgage Pool or Pledged Security. (e) Promptly comply in all respects with the terms and conditions of all Purchase Commitments, and all extensions, renewals and modifications or substitutions thereof or thereto. The Company Borrower will cause to be delivered to the Investor the Pledged Mortgages Loans and Pledged Securities to be sold under each Purchase Commitment not later than three (3) Business Days prior to the mandatory delivery date thereofof the Pledged Loans or Pledged Securities under the Purchase Commitment. (f) Maintain, at its principal office at New York, New York, or in a regional its offices at Irving, Texas and Jersey City, New Jersey (until such office is closed and moved to its principal office at New York, New York), or at other offices approved by the LenderAgent, or in the office of a computer service bureau engaged by the Company Borrower and approved by the LenderAgent, and, upon request, shall make available to the Lender Agent, for the benefit of the Lenders, the originals, or copies in any case where the originals have been delivered to the Lender Agent, for the benefit of the Lenders, or to an Investor, of its Mortgage Notes and Mortgages included in Pledged MortgagesCollateral, Mortgage-backed Securities delivered to the Lender Agent, for the benefit of the Lenders, as Pledged Securities, Purchase Commitments, and all related Mortgage Loan documents and instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Collateral. (g) Be in good standing with Xxxxxx Xxx, Xxxxxxx Mac, Xxxxxx Xxx, and FHA, except to the extent related to programs in which the applicable Borrower has ceased to originate Mortgage Loans and, in the case of Xxxxxx Mae and Xxxxxxx Mac, such cessation was not the result of a termination or other action by Xxxxxx Mae, Xxxxxxx Mac, Xxxxxx Xxx, or FHA, as applicable.

Special Affirmative Covenants Concerning Collateral. Until all of the Obligations shall have been fully paid in cash and satisfied and Lenders have no obligation to lend or provide any other financial accommodations to Borrower under or otherwise in respect of this Agreement, Borrower agrees to, subject to the Agency’s Interests, the Agency Guidelines, the Servicing Agreement and the Acknowledgment Agreement: (a) Warrant and forever defend the right, title and interest of Administrative Agent, for the Lender benefit of itself and the other Lenders, in and to the Collateral Pledged Servicing Rights against the claims and demands of all Persons whomsoever, subject to any restrictions imposed by the relevant Servicing Agreement or the Acknowledgment Agreement for the benefit of the party to it on whose behalf the Mortgage Loans are being serviced to the extent (if any) that such restrictions are valid and enforceable under the applicable UCC and other Laws. (b) Service or cause Diligently fulfill its duties and obligations under each Approved Servicing Agreement, and not be declared by a counterparty to each such Servicing Agreement to be serviced all Mortgage Loans in accordance with the standard requirements default; provided that Borrower shall not be in breach of this covenant if a default declared by a counterparty to such Servicing Agreement arose from a failure of the issuers portfolio of Purchase Commitments covering Serviced Loans to perform as required by the same relevant Servicing Agreement and all applicable FHA such counterparty has elected in writing to continue to use Borrower as Servicer thereof and VA requirements, including without limitation taking all actions necessary to enforce the obligations of the obligors under has not rescinded or revoked such Mortgage Loans. The Company shall service or cause to be serviced all Mortgage Loans backing Pledged Securities in accordance with applicable governmental requirements and requirements of issuers of Purchase Commitments covering the same. The Company shall hold all escrow funds collected in respect of Pledged Mortgages and Mortgage Loans backing Pledged Securities in trust, without commingling the same with non-custodial funds, and apply the same for the purposes for which such funds were collectedelection. (c) Execute Diligently and deliver timely collect its servicing compensation under each Approved Servicing Agreement. (d) Cause Borrower’s rights to the Lender servicing compensation provided for in each Approved Servicing Agreement to remain in full force and effect until the Borrowings to finance Borrower’s retention of the Pledged Servicing Rights related to such Uniform Commercial Code Approved Servicing Agreement have been fully repaid, or until such Servicing Agreement expires in accordance with its terms and without renewal. (e) Reconfirm the filing authorization given in this Agreement to such UCC financing statements with respect and continuation statements as Administrative Agent may reasonably request from time to time (although no such reconfirmation shall be a condition to the Collateral as the Lender may request. The Company shall also filing of any financing statement, including any “in lieu” financing statement, or continuation statement) and execute and deliver to the Lender Administrative Agent such further instruments of sale, pledge or pledge, assignment or transfer, and such powers of attorney, as shall be reasonably required by the LenderAdministrative Agent from time to time, and shall do and perform all matters and things necessary or desirable to be done or observed, for the purpose of effectively creating, maintaining and preserving the security and benefits intended to be afforded the Lender Administrative Agent under this Agreement, the Revolving Credit Note and the other Loan Documents. The Lender Administrative Agent shall have all the rights and remedies of a secured party under the Uniform Commercial Code of Minnesota, or UCC and any other applicable law, in addition to all rights provided for hereinin this Agreement. (d) Notify the Lender within two (2) Business Days of any default under, or of the termination of, any Purchase Commitment relating to any Pledged Mortgage, Eligible Mortgage Pool or Pledged Security. (e) Promptly comply in all respects with the terms and conditions of all Purchase Commitments, and all extensions, renewals and modifications or substitutions thereof or thereto. The Company will cause to be delivered to the Investor the Pledged Mortgages and Pledged Securities to be sold under each Purchase Commitment not later than three (3) Business Days prior to the mandatory delivery date thereof. (f) Maintain, at its principal office or in a regional office approved by the Lender, or in the office of a computer service bureau engaged by the Company and approved by the Lender, and, upon request, make available to the Lender the originals, or copies in any case where the originals have been delivered to the Lender or to an Investor, of its Mortgage Notes and Mortgages included in Pledged Mortgages, Mortgage-backed Securities delivered to the Lender as Pledged Securities, Purchase Commitments, and all related Mortgage Loan documents and instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Collateral.

Special Affirmative Covenants Concerning Collateral. Until all of the Obligations shall have been fully paid in cash and satisfied and the Lender has no obligation to lend or provide any other financial accommodations to Borrower under or otherwise in respect of this Agreement, Borrower agrees to: (a) Warrant and defend the right, title and interest of the Lender Lender, for the benefit of itself and the other Secured Parties, in and to the Collateral Pledged Agency Servicing Rights and Pledged Servicing Receivables against the claims and demands of all Persons whomsoever, subject to any restrictions imposed by the relevant Servicing Agreement for the benefit of the party to it on whose behalf the Mortgage Loans are being serviced to the extent (if any) that such restrictions are valid and enforceable under the applicable UCC and other Laws. (b) Service or cause Diligently fulfill its duties and obligations under each Pledged Servicing Agreement and Pledged Receivables Servicing Agreement, and not be declared by a counterparty to each such Servicing Agreement to be serviced all Mortgage Loans in accordance with the standard requirements default; provided that Borrower shall not be in breach of this covenant if a default declared by a counterparty to such Servicing Agreement arose from a failure of the issuers portfolio of Purchase Commitments covering Serviced Loans to perform as required by the same relevant Servicing Agreement and all applicable FHA such counterparty has elected in writing to continue to use Borrower as Servicer thereof and VA requirements, including without limitation taking all actions necessary to enforce the obligations of the obligors under has not rescinded or revoked such Mortgage Loans. The Company shall service or cause to be serviced all Mortgage Loans backing Pledged Securities in accordance with applicable governmental requirements and requirements of issuers of Purchase Commitments covering the same. The Company shall hold all escrow funds collected in respect of Pledged Mortgages and Mortgage Loans backing Pledged Securities in trust, without commingling the same with non-custodial funds, and apply the same for the purposes for which such funds were collectedelection. (c) Execute Diligently and deliver timely collect its Servicing Receivables under each Pledged Servicing Receivables Agreement and its servicing compensation under each Pledged Servicing Agreement and cause Borrower’s rights to collect Servicing Receivables under each Pledged Receivables Agreement to remain in full force and effect. (d) Cause Borrower’s rights to the Lender servicing compensation provided for in each Pledged Servicing Agreement to remain in full force and effect until the Borrowings to finance Borrower’s retention of the Pledged Agency Servicing Rights related to such Uniform Commercial Code Pledged Servicing Agreement have been fully repaid, or until such Servicing Agreement expires in accordance with its terms and without renewal. (e) Cause Borrower’s rights to collect Servicing Receivables under each Pledged Servicing Receivables Agreement to remain in full force and effect. (f) Reconfirm the filing authorization given in this Agreement to such UCC financing statements with respect to the Collateral and continuation statements as the Lender may request. The Company reasonably request from time to time (although no such reconfirmation shall also be a condition to the filing of any financing statement, including any “in lieu” financing statement, or continuation statement) and execute and deliver to the Lender such further instruments of sale, pledge or pledge, assignment or transfer, and such powers of attorney, as shall be reasonably required by the LenderLender from time to time, and shall do and perform all matters and things necessary or desirable to be done or observed, for the purpose of effectively creating, maintaining and preserving the security and benefits intended to be afforded the Lender and the Lenders under this Agreement, the Revolving Credit Note and the other Loan Documents. The Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code of Minnesota, or UCC and any other applicable law, in addition to all rights provided for hereinin this Agreement. (dg) Notify Use its commercially reasonable efforts to cause each of its Servicers, if any, to keep in force throughout the Lender within two term of this Agreement (2i) Business Days a policy or policies of any default under, or insurance covering errors and omissions for failure to maintain insurance as required by this Agreement and (ii) a fidelity bond. Each such policy and fidelity bond shall be in such form and amount as is generally customary among Persons who service a portfolio of Mortgage Loans having an aggregate principal amount comparable to that of the termination ofservicing portfolio of such Servicer or Borrower, any Purchase Commitment relating to any Pledged Mortgage, Eligible Mortgage Pool or Pledged Security. (e) Promptly comply in all respects with the terms and conditions of all Purchase Commitmentsrespectively, and all extensions, renewals which are generally regarded as servicers acceptable to institutional investors and modifications or substitutions thereof or thereto. The Company will cause to be delivered to the Investor the Pledged Mortgages and Pledged Securities to be sold under each Purchase Commitment not later than three (3) Business Days prior to the mandatory delivery date thereofrelated Agency. (f) Maintain, at its principal office or in a regional office approved by the Lender, or in the office of a computer service bureau engaged by the Company and approved by the Lender, and, upon request, make available to the Lender the originals, or copies in any case where the originals have been delivered to the Lender or to an Investor, of its Mortgage Notes and Mortgages included in Pledged Mortgages, Mortgage-backed Securities delivered to the Lender as Pledged Securities, Purchase Commitments, and all related Mortgage Loan documents and instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Collateral.

Special Affirmative Covenants Concerning Collateral. (a) Warrant and defend the right, title and interest of the Lender in and to the Collateral against the claims and demands demand of all Persons whomsoever. (b) Service or cause to be serviced serviced, before and after any Default by Company, all Pledged Mortgage Loans in accordance with the standard requirements of the issuers of investors that have entered into a Purchase Commitments Commitment covering the same and all applicable FHA and VA requirementssame, including without limitation taking all actions necessary to enforce the obligations of the obligors under such Pledged Mortgage Loans. The Company shall service or cause to be serviced all Mortgage Loans backing Pledged Securities in accordance with applicable governmental requirements and requirements of issuers of Purchase Commitments covering the same. The Company shall hold all escrow funds collected in respect of Pledged Mortgages and Mortgage Loans backing Pledged Securities in trust, without commingling the same with non-custodial funds, and apply the same for the purposes purpose for which such funds were collected. (c) Execute and deliver to the Lender such Uniform Commercial Code financing statements with respect to the Collateral and Pledged Mortgage Loans as the Lender may reasonably request. The Company shall also execute and deliver to the Lender such further instruments of sale, pledge or assignment or transfer, and such powers of attorney, as reasonably required by the Lender, but such documents and powers' of attorney may only be utilized by Lender, in accordance with the terms of this Agreement, in the Event of Default or an Event of Default. The Company shall do and perform all matters and things necessary or desirable to be done or observed, for the purpose of effectively creating, maintaining and preserving the security and benefits intended to be afforded the Lender under this Agreement. The Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code of Minnesota, California or any other applicable law, in addition to all rights provided for herein. (d) Notify the Lender within two (2) Business Days of any default under, or of the termination of, any Purchase Commitment relating to any Pledged Mortgage, Eligible Mortgage Pool or Pledged Security. (e) Promptly comply in all respects with the terms and conditions of all Purchase Commitments, and all extensions, renewals and modifications or substitutions thereof or thereto. The Company will cause to be delivered to the Investor the Pledged Mortgages and Pledged Securities to be sold under each Purchase Commitment not later than three (3) Business Days prior to the mandatory delivery date thereof. (fe) Maintain, at its principal office or in a regional office approved by the Lender, or in the office of a computer service bureau engaged by the Company offices and approved by the Lender, and, upon request, make available to the Lender the originals, or copies in any case where the originals have been delivered to the Lender or to an Investor, of its the Pledged Mortgage Notes and Mortgages included in Pledged Mortgages, Mortgage-backed Securities delivered to the Lender as Pledged SecuritiesLoans, Purchase Commitments, and all related Pledged Mortgage Loan documents and instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the CollateralCollateral and Pledged Mortgage Loans.

Special Affirmative Covenants Concerning Collateral. (a) Warrant The Company warrants and will defend the right, title and interest of the Lender Bank in and to the Collateral Pledged Mortgages against the claims and demands of all Persons persons whomsoever. (b) Service The Company shall service or cause to be serviced all Mortgage Loans Pledged Mortgages in accordance with the standard requirements of the issuers of Purchase Commitments covering the same and all applicable FHA and VA requirementsrelating to residential construction mortgages, including without limitation taking all actions necessary to enforce the obligations of the obligors under such Mortgage Loans. The Company shall service or cause to be serviced all Mortgage Loans backing included in the Pledged Securities in accordance with applicable governmental requirements and requirements of issuers of Purchase Commitments covering the sameMortgages. The Company shall hold all escrow funds collected in respect of Pledged Mortgages and Mortgage Loans backing Pledged Securities in trustMortgages, without commingling co-mingling the same with non-custodial funds, and apply the same for the purposes for which such funds were collected. (c) Execute The Company shall execute and deliver to the Lender Bank such Uniform Commercial Code financing statements with respect to the Collateral as the Lender Bank may reasonably request. The Company shall also execute and deliver to the Lender Bank such further instruments of sale, pledge or assignment or transfer, and such powers of attorney, as reasonably required by the LenderBank, and shall do and perform all matters and things reasonably necessary or desirable to be done or observed, for the purpose of effectively creating, maintaining and preserving the security and benefits intended to be afforded the Lender Bank under this Loan Agreement. The Lender Bank shall have all the rights and remedies of a secured party under the South Carolina Uniform Commercial Code of MinnesotaCode, or any other applicable law, in addition to all rights provided for herein. (d) Notify The Company shall notify the Lender Bank within two (2) Business Days of any default under, or of the termination of, any Purchase Commitment relating to any Pledged Mortgage, Eligible Mortgage Pool or Pledged Security. (e) Promptly The Company will promptly comply in all respects with the terms and conditions of all Purchase Commitments, and all extensions, renewals and modifications or substitutions thereof or thereto. The Company will cause to be delivered to the Investor the Pledged Mortgages and Pledged Securities to be sold under each Purchase Commitment not later than three (3) Business Days prior to the mandatory delivery date thereof. (f) MaintainThe Company shall maintain, at its principal office or in a regional office approved by the LenderBank, or in the office of a computer service bureau engaged by the Company and approved by the LenderBank, and, upon request, shall make available to the Lender Bank the originals, following documents or copies instruments entered into and/or delivered in any case where connection with the Pledged Mortgages: (i) the originals have been delivered to the Lender or to an Investor, of its Mortgage Notes and Mortgages included in Pledged Mortgages, Mortgage-backed Securities delivered to the Lender as Pledged Securities, Purchase Commitments, and (ii) copies of all related Mortgage Loan documents and instruments, and (iii) all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Collateral, in each case, which the Company has not previously provided to the Bank in accordance with the procedures set forth in Section 2.2 or Exhibit C hereof.

Special Affirmative Covenants Concerning Collateral. (a) Warrant The Company warrants and will defend the right, title and interest of the Lender Bank in and to the Collateral Pledged Mortgage Loans against the claims and demands of all Persons persons whomsoever. (b) Service The Company shall service or cause to be serviced in all material respects all Pledged Mortgage Loans in accordance with the standard requirements of the issuers of Purchase Commitments covering the same and all applicable FHA and VA governmental requirements, including without limitation taking all actions necessary to enforce the obligations of the obligors under such Pledged Mortgage Loans. The Company shall service or cause to be serviced all Mortgage Loans backing Pledged Securities in accordance with applicable governmental requirements and requirements of issuers of Purchase Commitments covering the same. The Company shall hold all escrow funds collected in respect of Pledged Mortgages and Mortgage Loans backing Pledged Securities in trust, without commingling the same with non-custodial funds, and apply the same for the purposes for which such funds were collected. (c) Execute The Company shall execute and deliver to the Lender Bank such Uniform Commercial Code financing statements with respect to the Collateral as the Lender Bank may reasonably request. The Company shall also execute and deliver to the Lender Bank such further instruments of sale, pledge or assignment or transfer, and such powers of attorney, as reasonably required by the LenderBank, and shall do and perform all matters and things necessary or desirable to be done or observed, for the purpose of effectively creating, maintaining and preserving the security and benefits intended to be afforded the Lender Bank under this Agreement. The Lender Bank shall have all the rights and remedies of a secured party under the Uniform Commercial Code of Minnesotathe State of Ohio, or any other applicable law, in addition to all rights provided for herein. (d) Notify the Lender within two (2) Business Days of any default under, or of the termination of, any Purchase Commitment relating to any Pledged Mortgage, Eligible Mortgage Pool or Pledged Security. (e) Promptly comply in all respects with the terms and conditions of all Purchase Commitments, and all extensions, renewals and modifications or substitutions thereof or thereto. The Company will cause to be delivered to the Investor the Pledged Mortgages and Pledged Securities to be sold under each Purchase Commitment not later than three (3) Business Days prior to the mandatory delivery date thereof. (f) Maintainshall maintain, at its principal office or in a regional office approved by the LenderBank, or in the office of a computer service bureau engaged by the Company and approved by custodian under the LenderCustodial Agreement, and, upon request, shall make available to the Lender Bank the originals, or copies in any case where the originals have original has been delivered to the Lender Bank, or to an Investor, of its Mortgage Notes and Mortgages included in Pledged Mortgages, Mortgage-backed Securities delivered to the Lender as Pledged SecuritiesMortgage Loans, Purchase Commitments, and all related Pledged Mortgage Loan documents and instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Collateral. (e) Any and all payments made with respect to the individual Pledged Mortgage Loans will be applied to such Pledged Mortgage Loan in accordance with the terms of the Mortgage Note and Mortgage and any modifications thereof evidencing and securing that Pledged Mortgage Loan, and the books, records, accounts and reports of the Company with respect to the Pledged Mortgage Loans and servicing contracts have will be prepared and maintained in accordance with all applicable Investor and Insurer requirements.

Special Affirmative Covenants Concerning Collateral. (a) Warrant and defend the right, title and interest of the Lender in and to the Collateral against the claims and demands of all Persons whomsoever. (b) Service or cause to be serviced all Mortgage Loans in accordance with the standard requirements of the issuers of Purchase Commitments covering the same and all applicable FHA and VA requirements, including without limitation taking all actions necessary to enforce the obligations of the obligors under such Mortgage Loans. The Company shall service or cause to be serviced all Mortgage Loans backing Pledged Securities in accordance with applicable governmental requirements and requirements of issuers of Purchase Commitments covering the same. The Company shall hold all escrow funds collected in respect of Pledged Mortgages and Mortgage Loans backing Pledged Securities in trust, without commingling the same with non-custodial funds, and apply the same for the purposes for which such funds were collected. (c) Execute and deliver to the Lender such Uniform Commercial Code financing statements with respect to the Collateral as the Lender may request. The Company shall also execute and deliver to the Lender such further instruments of sale, pledge or assignment or transfer, and such powers of attorney, as required by the Lender, and shall do and perform all matters and things necessary or desirable to be done or observed, for the purpose of effectively creating, maintaining and preserving the security and benefits intended to be afforded the Lender under this Agreement. The Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code of Minnesota, or any other applicable law, in addition to all rights provided for herein.. 165 (d) Notify the Lender within two (2) Business Days of any default under, or of the termination of, any Purchase Commitment relating to any Pledged Mortgage, Eligible Mortgage Pool or Pledged Security. (e) Promptly comply in all respects with the terms and conditions of all Purchase Commitments, and all extensions, renewals and modifications or substitutions thereof or thereto. The Company will cause to be delivered to the Investor the Pledged Mortgages and Pledged Securities to be sold under each Purchase Commitment not later than three (3) Business Days prior to the mandatory delivery date thereof. (f) Maintain, at its principal office or in a regional office approved by the Lender, or in the office of a computer service bureau engaged by the Company and approved by the Lender, and, upon request, make available to the Lender the originals, or copies in any case where the originals have been delivered to the Lender or to an Investor, of its Mortgage Notes and Mortgages included in Pledged Mortgages, Mortgage-backed Securities delivered to the Lender as Pledged Securities, Purchase Commitments, and all related Mortgage Loan documents and instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Collateral.

Special Affirmative Covenants Concerning Collateral. (a) Warrant and defend the right, title and interest of the Lender in and to the Collateral against the claims and demands of all Persons whomsoever. (b) Service or cause to be serviced all Mortgage Loans Pledged Mortgages in accordance with the standard requirements of the issuers of Purchase Commitments covering the same and all applicable FHA and VA requirements, including without limitation taking all actions necessary to enforce the obligations of the obligors under such Mortgage Loans. The Company shall service or cause to be serviced all Mortgage Loans backing Pledged Securities in accordance with applicable governmental requirements and requirements of issuers of Purchase Commitments covering the same. The Company shall hold all escrow funds collected in respect of Pledged Mortgages and Mortgage Loans backing Pledged Securities in trust, without commingling the same with non-custodial funds, and apply the same for the purposes for which such funds were collected. (c) Execute and deliver to the Lender such Uniform Commercial Code financing statements with respect to the Collateral as the Lender may request. The Company shall also execute and deliver to the Lender such further instruments of sale, pledge or assignment or transfer, and such powers of attorney, as required by the LenderLender to secure the Collateral, and shall do and perform all matters and things necessary or desirable to be done or observed, for the purpose of effectively creating, maintaining and preserving the security and benefits intended to be afforded the Lender under this Agreement. The Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code of MinnesotaTexas, or any other applicable law, in addition to all rights provided for herein. (d) Notify the Lender within two (2) Business Days after receipt of notice from an Investor of any default under, or of the termination of, any Purchase Commitment relating to any Pledged Mortgage, Eligible Mortgage Pool or Pledged Security. (e) Promptly comply in all respects with the terms and conditions of all Purchase Commitments, and all extensions, renewals and modifications or substitutions thereof or thereto. The Company will cause to be delivered to the Investor the Pledged Mortgages and Pledged Securities to be sold under each Purchase Commitment not later than three (3) Business Days prior to the mandatory delivery date expiration thereof. (f) Maintain, at its principal office or in a regional office approved by the Lender, or in the office of a computer service bureau engaged by the Company and approved by the Lender, and, upon request, request shall make available to the Lender the originals, or copies in any case where the originals have been delivered to the Lender or to an Investor, of its Mortgage Notes and Mortgages included in Pledged Mortgages, Mortgage-backed Securities delivered to the Lender as Pledged Securities, Purchase Commitments, and all related Mortgage Loan documents and instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Collateral.

Special Affirmative Covenants Concerning Collateral. The Company --------------------------------------------------- shall: (a) Warrant and defend the right, title and interest of the Lender in and to the Collateral against the claims and demands of all Persons whomsoever, except to the extent such claim arose as a result of the Lender's failure to use reasonable care in the custody and preservation of Collateral Documents in its possession. (b) Service or cause to be serviced all Mortgage Loans in accordance with standards customary in the industry and in accordance with all material provisions of the applicable Servicing Contract and, in the case of Conforming Mortgage Loans, the standard requirements of the issuers of Purchase Commitments covering the same and all applicable FHA and VA requirements, including without limitation taking all actions necessary to enforce the obligations of the obligors under such Mortgage Loans. The Company shall service or cause to be serviced all Mortgage Loans backing Pledged Securities in accordance with applicable governmental requirements and requirements of issuers of Purchase Commitments covering the same. The Company shall hold all escrow funds collected in respect of Pledged Mortgages and Mortgage Loans backing Pledged Securities in trust, without commingling the same with non-non- custodial funds, and apply the same for the purposes for which such funds were collected. (c) Execute and deliver to the Lender such Uniform Commercial Code financing statements with respect to the Collateral as the Lender may reasonably request. The Company shall also execute and deliver to the Lender such further instruments of sale, pledge or assignment or transfer, and such powers of attorney, as reasonably required by the Lender, and shall do and perform all matters and things necessary or desirable to be done or observed, for the purpose of effectively creating, maintaining and preserving the security and benefits intended to be afforded the Lender under this Agreement. The Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code of Minnesota, or any other applicable law, in addition to all rights provided for herein. (d) Notify the Lender within two three (23) Business Days of any default underevent that would presently permit the termination of, or of the termination of, any Purchase Commitment relating to any Pledged Mortgage, Eligible Mortgage Pool or Pledged Security. (e) Promptly comply in all material respects with the terms and conditions of all Purchase Commitments, and all extensions, renewals and modifications or substitutions thereof or thereto. The Company will cause to be delivered to the Investor the Pledged Mortgages and Pledged Securities to be sold under each Purchase Commitment not later than three (3) Business Days prior to the mandatory delivery date thereof. (f) Maintain, at its principal office or in a regional office approved by the Lender, or in the office of a computer service bureau engaged by the Company and approved by the Lender, and, upon request, make available to the Lender the originals, or copies in any case where the originals have been delivered to the Lender or to an Investor, of its Mortgage Notes and Mortgages included in 57 Pledged Mortgages, Mortgage-backed Securities delivered to the Lender as Pledged Securities, Purchase Commitments, and all related Mortgage Loan documents and instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Collateral.

Special Affirmative Covenants Concerning Collateral. (a) Warrant and defend the right, title and interest of the Lender Agent and the Lenders in and to the Collateral against the claims and demands of all Persons whomsoever. (b) Service or cause to be serviced all Mortgage Pledged Loans in accordance with the standard requirements of the issuers of Purchase Commitments covering the same them and all applicable FHA HUD, Fannie Mae and VA Freddie Mac requirements, including without limitation taking all takxxx xxl actions necessary to enforce the obligations of the obligors under such Mortgage Loans. The Company shall ; and must service or cause to be serviced all Mortgage Loans backing Pledged Securities in accordance with applicable governmental requirements and requirements of issuers of Purchase Commitments covering the same. The Company shall hold all escrow funds collected in respect of Pledged Mortgages and Mortgage Loans backing Pledged Securities in trust, without commingling the same with non-custodial funds, and apply the same for the purposes for which such funds were collectedthem. (c) Execute and deliver to the Lender Agent such Uniform Commercial Code financing statements with respect to the Collateral as the Lender Agent may request. The Company Borrower shall also execute and deliver to the Lender Agent such further instruments of sale, pledge or assignment or transfer, and such powers of attorney, as reasonably required by the LenderAgent to secure the Collateral, and shall do and perform all matters and things reasonably requested by the Agent that are necessary or desirable to be done or observed, for the purpose of effectively creating, maintaining and preserving a first priority security interest in the security Collateral and all other benefits intended to be afforded the Lender Lenders under this Agreement. The Lender Agent, on behalf of the Lenders, shall have all the rights and remedies of a secured party under the Uniform Commercial Code of MinnesotaNew York, or any other applicable law, in addition to all rights provided for herein. (d) Notify the Lender Agent within two (2) Business Days after receipt of notice from an Investor of any default under, or of the termination of, any Purchase Commitment relating to any Pledged MortgageLoan, Eligible Mortgage Pool or Pledged Security. (e) Promptly comply in all respects with the terms and conditions of all Purchase Commitments, and all extensions, renewals and modifications or substitutions thereof or thereto. The Company Borrower will cause to be delivered to the Investor the Pledged Mortgages Loans and Pledged Securities to be sold under each Purchase Commitment not later than three (3) Business Days prior to the mandatory delivery date thereofof the Pledged Loans or Pledged Securities under the Purchase Commitment. (f) Maintain, at its principal office at New York, New York, or in a its regional office offices at Jersey City, New Jersey, Irvine, California, and/or Irving, Texas, or at other regional offices approved by the LenderAgent, or in the office of a computer service bureau engaged by the Company Borrower and approved by the LenderAgent, and, upon request, shall make available to the Lender Agent, for the benefit of the Lenders, the originals, or copies in any case where the originals have been delivered to the Lender Agent, for the benefit of the Lenders, or to an Investor, of its Mortgage Notes and Mortgages included in Pledged MortgagesCollateral, Mortgage-backed Securities delivered to the Lender Agent, for the benefit of the Lenders, as Pledged Securities, Purchase Commitments, and all related Mortgage Loan documents and instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Collateral. (g) Be in good standing with Fannie Mae, Freddie Mac, Ginnie Mae, and FHA, except xx xxe xxtxxx xxlated xx xrxxxams in which the applicable Borrower has ceased to originate Mortgage Loans and, in the case of Fannie Mae and Freddie Mac, such cessation was not the xxxxlt of a xxxxxxxtion or other action by Fannie Mae, Freddie Mac, Ginnie Mae, or FHA, as applixxxxx.

Special Affirmative Covenants Concerning Collateral. (a) Warrant and defend the right, title and interest of the Lender in and to the Collateral against the claims and demands of all Persons whomsoever. (b) Service or cause to be serviced all Mortgage Loans Pledged Mortgages in accordance with the standard requirements of the issuers of Purchase Commitments covering the same and all applicable FHA and VA requirements, including without limitation taking all actions necessary to enforce the obligations of the obligors under such Mortgage Loans. The Company shall service or cause to be serviced all Mortgage Loans backing Pledged Securities in accordance with applicable governmental requirements and requirements of issuers of Purchase Commitments covering the same. The Company shall hold all escrow funds collected in respect of Pledged Mortgages and Mortgage Loans backing Pledged Securities in trust, without commingling the same with non-custodial funds, and apply the same for the purposes for which such funds were collected. (c) Execute and deliver to the Lender such Uniform Commercial Code financing statements with respect to the Collateral as the Lender may request. The Company shall also execute and deliver to the Lender such further instruments of sale, pledge or assignment or transfer, and such powers of attorney, as required by the LenderLender to secure the Collateral, and shall do and perform all matters and things necessary or desirable to be done or observed, for the purpose of effectively creating, maintaining and preserving the security and benefits intended to be afforded the Lender under this Agreement. The Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code of MinnesotaTexas, or any other applicable law, in addition to all rights provided for herein. (d) Notify the Lender within two (2) Business Days after receipt of notice from an Investor of any default under, or of the termination of, any Purchase Commitment relating to any Pledged Mortgage, Eligible Mortgage Pool or Pledged Security. (e) Promptly comply in all respects with the terms and conditions of all Purchase Commitments, and all extensions, renewals and modifications or substitutions thereof or thereto. The Company will cause to be delivered to the Investor the Pledged Mortgages and Pledged Securities to be sold under each Purchase Commitment not later than three (3) Business Days prior to the mandatory delivery date expiration thereof. (f) Maintain, at its principal office or in a regional office approved by the Lender, or in the office of a computer service bureau engaged by the Company and approved by the Lender, and, upon request, shall make available to the Lender the originals, or copies in any case where the originals have been delivered to the Lender or to an Investor, of its Mortgage Notes and Mortgages included in Pledged MortgagesCollateral, Mortgage-backed Securities delivered to the Lender as Pledged Securities, Purchase Commitments, and all related Mortgage Loan documents and instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Collateral.

Special Affirmative Covenants Concerning Collateral. (a) Warrant and defend the right, title and interest of the Lender in and to the Collateral against the claims and demands of all Persons whomsoever. (b) Service or cause to be serviced all Mortgage Loans in accordance with the standard requirements of the issuers of Purchase Commitments covering the same and all applicable FHA and VA requirements, including without limitation taking all actions necessary to enforce the obligations of the obligors under such Mortgage Loans. The Company Borrowers shall service or cause to be serviced all Mortgage Loans backing Pledged Securities in accordance with applicable governmental requirements and requirements of issuers of Purchase Commitments covering the same. The Company Borrowers shall hold all escrow funds collected in respect of Pledged Mortgages and Mortgage Loans backing Pledged Securities in trust, without commingling the same with non-custodial funds, and apply the same for the purposes for which such funds were collected. (c) Execute and deliver to the Lender such Uniform Commercial Code financing statements with respect to the Collateral as the Lender may request. The Company Borrowers shall also execute and deliver to the Lender such further instruments of sale, pledge or assignment or transfer, and such powers of attorney, as required by the Lender, and shall do and perform all matters and things necessary or desirable to be done or observed, for the purpose of effectively creating, maintaining and preserving the security and benefits intended to be afforded the Lender under this Agreement. The Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code of Minnesota, or any other applicable law, in addition to all rights provided for herein. (d) Notify the Lender within two (2) 2 Business Days of any default under, or of the termination of, any Purchase Commitment relating to any Pledged Mortgage, Eligible Mortgage Pool or Pledged Security. (e) Promptly comply in all respects with the terms and conditions of all Purchase Commitments, and all extensions, renewals and modifications or substitutions thereof or thereto. The Company Borrowers will cause to be delivered to the Investor the Pledged Mortgages and Pledged Securities to be sold under each Purchase Commitment not later than three (3) 3 Business Days prior to the mandatory delivery date thereof. (f) Maintain, at its principal office or in a regional office approved by the Lender, or in the office of a computer service bureau engaged by the Company Borrowers and approved by the Lender, and, upon request, make available to the Lender the originals, or copies in any case where the originals have been delivered to the Lender or to an Investor, of its Mortgage Notes and Mortgages included in Pledged Mortgages, Mortgage-backed Securities delivered to the Lender as Pledged Securities, Purchase Commitments, and all related Mortgage Loan documents and instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Collateral.

Special Affirmative Covenants Concerning Collateral. (a) Warrant and defend the right, title and interest of the Lender in and to the Collateral against the claims and demands of all Persons whomsoever. (b) Service or cause to be serviced all Mortgage Loans in accordance with the standard requirements of the issuers of Purchase Commitments covering the same and all applicable FHA and VA requirements, including without limitation taking all actions necessary to enforce the obligations of the obligors under such Mortgage Loans. The Company shall service or cause to be serviced all Mortgage Loans backing Pledged Securities in accordance with applicable governmental requirements and requirements of issuers of Purchase Commitments covering the same. The Company shall hold all escrow funds collected in respect of Pledged Mortgages and Mortgage Loans backing Pledged Securities in trust, without commingling the same with non-custodial funds, and apply the same for the purposes for which such funds were collected. (c) Execute and deliver to the Lender such Uniform Commercial Code financing statements with respect to the Collateral as the Lender may request. The Company shall also execute and deliver to the Lender such further instruments of sale, pledge or assignment or transfer, and such powers of attorney, as required by the Lender, and shall do and perform all matters and things necessary or desirable to be done or observed, for the purpose of effectively creating, maintaining and preserving the security and benefits intended to be afforded the Lender under this Agreement. The Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code of Minnesota, or any other applicable law, in addition to all rights provided for herein. (d) Notify the Lender within two (2) 2 Business Days of any default under, or of the termination of, any Purchase Commitment relating to any Pledged Mortgage, Eligible Mortgage Pool or Pledged Security. (e) Promptly comply in all respects with the terms and conditions of all Purchase Commitments, and all extensions, renewals and modifications or substitutions thereof or thereto. The Company will cause to be delivered to the Investor the Pledged Mortgages and Pledged Securities to be sold under each Purchase Commitment not later than three (3) 3 Business Days prior to the mandatory delivery date thereof. (f) Maintain, at its principal office or in a regional office approved by the Lender, or in the office of a computer service bureau engaged by the Company and approved by the Lender, and, upon request, make available to the Lender the originals, or copies in any case where the originals have been delivered to the Lender or to an Investor, of its Mortgage Notes and Mortgages included in Pledged Mortgages, Mortgage-backed Securities delivered to the Lender as Pledged Securities, Purchase Commitments, and all related Mortgage Loan documents and instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Collateral.

Special Affirmative Covenants Concerning Collateral. (a) Warrant and defend the right, title and interest of the Lender in and to the Collateral against the claims and demands of all Persons whomsoever. (b) Service or cause to be serviced all Mortgage Loans in accordance with the standard requirements of the issuers of Purchase Commitments covering the same, the Servicing Contracts covering the same and all applicable FHA and VA requirements, including without limitation taking all actions necessary to enforce the obligations of the obligors obligers under such Mortgage Loans. The Company shall service or cause to be serviced all Mortgage Loans backing Pledged Securities in accordance with applicable governmental requirements and requirements of issuers of Purchase Commitments covering the same. The Company shall hold all escrow funds collected in respect of Pledged Mortgages and Mortgages, Mortgage Loans backing Pledged Securities and Mortgage Loans serviced pursuant to Servicing Contracts in trust, without commingling the same with non-custodial funds, and apply the same for the purposes for which such funds were collected. (c) Execute and deliver to the Lender such Uniform Commercial Code financing statements with respect to the Collateral as the Lender may request. The Company shall also execute and deliver to the Lender such further instruments of sale, pledge or assignment or transfer, and such powers of attorney, as required by the Lender, and shall do and perform all matters and things necessary or desirable to be done or observed, for the purpose of effectively creating, maintaining and preserving the security and benefits intended to be afforded the Lender under this Agreement. The Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code of Minnesota, or any other applicable law, in addition to all rights provided for herein. (d) Notify the Lender within two (2) Business Days of any default under, or of the termination of, any Purchase Commitment relating to any Pledged Mortgage, Eligible Mortgage Pool or Pledged Security. (e) Promptly comply in all respects with the terms and conditions of all Purchase Commitments, and all extensions, renewals and modifications or substitutions thereof or thereto. The Company will cause to be delivered to the Investor the Pledged Mortgages and Pledged Securities to be sold under each Purchase Commitment not later than three (3) Business Days prior to the mandatory delivery date thereof. (f) Maintain, at its principal office or in a regional office approved by the Lender, or in the office of a computer service bureau engaged by the Company and approved by the Lender, and, upon request, make available to the Lender the originals, or copies in any case where the originals have been delivered to the Lender or to an Investor, of its Mortgage Notes and Mortgages included in Pledged Mortgages, Mortgage-Mortgage- backed Securities delivered to the Lender as Pledged Securities, Purchase Commitments, Servicing Contracts and all related Mortgage Loan documents and instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Collateral.

Special Affirmative Covenants Concerning Collateral. (a) Warrant and defend the right, title and interest of the Lender in and to the Collateral against the claims and demands of all Persons whomsoever. (b) Service or cause to be serviced all Mortgage Loans in accordance with the standard requirements of the issuers of Purchase Commitments covering the same and all applicable FHA and VA requirements, including without limitation taking all actions necessary to enforce the obligations of the obligors under such Mortgage Loans. The Company Borrowers shall service or cause to be serviced all Mortgage Loans backing Pledged Securities in accordance with applicable governmental requirements and requirements of issuers of Purchase Commitments covering the same. The Company Borrowers shall hold all escrow funds collected in respect of Pledged Mortgages and Mortgage Loans backing Pledged Securities in trust, without commingling the same with non-custodial funds, and apply the same for the purposes for which such funds were collected. (c) Execute and deliver to the Lender such Uniform Commercial Code financing statements with respect to the Collateral as the Lender may request. The Company Borrowers shall also execute and deliver to the Lender such further instruments of sale, pledge or assignment or transfer, and such powers of attorney, as required by the Lender, and shall do and perform all matters and things necessary or desirable to be done or observed, for the purpose of effectively creating, maintaining and preserving the security and benefits intended to be afforded the Lender under this Agreement. The Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code of Minnesota, or any other applicable law, in addition to all rights provided for herein. (d) Notify the Lender within two (2) Business Days of any default under, or of the termination of, any Purchase Commitment relating to any Pledged Mortgage, Eligible Mortgage Pool or Pledged Security. (e) Promptly comply in all respects with the terms and conditions of all Purchase Commitments, and all extensions, renewals and modifications or substitutions thereof or thereto. The Company Borrowers will cause to be delivered to the Investor the Pledged Mortgages and Pledged Securities to be sold under each Purchase Commitment not later than three (3) Business Days prior to the mandatory delivery date thereof. (f) Maintain, at its principal office or in a regional office approved by the Lender, or in the office of a computer service bureau engaged by the Company Borrowers and approved by the Lender, and, upon request, make available to the Lender the originals, or copies in any case where the originals have been delivered to the Lender or to an Investor, of its Mortgage Notes and Mortgages included in Pledged Mortgages, Mortgage-backed Securities delivered to the Lender as Pledged Securities, Purchase Commitments, and all related Mortgage Loan documents and instruments, and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Collateral.