SERVICING RIGHTS PURCHASE AND SALE AGREEMENT

Exhibit 10.71

EXECUTION COPY

SERVICING RIGHTS PURCHASE AND SALE AGREEMENT

BY AND BETWEEN

MERRILL LYNCH CREDIT CORPORATION

as

SELLER

and

CENDANT MORTGAGE CORPORATION

as

PURCHASER

DATED AS OF

January 28, 2000

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Table of Contents

SCHEDULES AND EXHIBITS

 iv 

     This Servicing Rights Purchase and Sale Agreement (the "Agreement"), dated as of the 28 ^th day of January, 2000, is made by and between Merrill Lynch Credit Corporation, a Delaware corporation, with offices located at 4802 Deer Lake Drive East, Jacksonville, Florida 32246 ("Seller"), and Cendant Mortgage Corporation, a New Jersey corporation, with offices located at 3000 Leadenhall Road, Mt. Laurel, New Jersey 08054 ("Purchaser").

WITNESSETH :

      WHEREAS , Seller owns, and from time to time will own, the right to service certain residential mortgage loans that are or shall be identified; and

      WHEREAS , the residential mortgage loans shall have characteristics substantially similar to the mortgage loans described in the Offering Memorandum (each, a "Mortgage Loan" and, collectively, the "Mortgage Loans", as more fully defined herein), which Mortgage Loans are serviced for the Investors referred to herein; and

      WHEREAS , Seller desires to sell, transfer, and assign to Purchaser, and Purchaser desires to acquire and assume from Seller, from time to time during the term of this Agreement, the Servicing Rights referred to herein, and Purchaser desires to become the Servicer under the Investor Agreements; and

      WHEREAS , notwithstanding the sale of Servicing Rights hereunder, Seller wishes to retain the goodwill of the Mortgagors and the relationships developed with such Mortgagors;

      NOW, THEREFORE , in consideration of the mutual promises, covenants and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I.
DEFINITIONS

Section 1.01. Incorporation of Recitals; Definitions .

     The foregoing recitals are hereby incorporated herein by reference. As used in this Agreement, the following terms shall have the meanings specified below.

      Additional Collateral means (i) with respect to any Mortgage 100 ^sm Loan, the marketable securities subject to a security interest pursuant to the related Mortgage 100 ^sm Pledge Agreement, or (ii) with respect to any Parent Power® Mortgage Loan, the related Parent Power® Agreement.

      Additional Collateral Agreement means a Mortgage 100 ^sm Pledge Agreement, Parent Power® Guaranty and Security Agreement for Securities Account and Parent Power® Guaranty Agreement for Real Estate.

      Additional Collateral Mortgage Loan means each Mortgage Loan that is either a Mortgage 100 ^sm Loan or Parent Power® Mortgage Loan as to which the Additional Collateral is still required to be provided.

      Adjustment Date means three (3) Business Days after each applicable Transfer Date.

      Advances means, with respect to the Servicing Rights, the outstanding moneys that have been advanced by Seller from its funds in connection with its servicing of the Mortgage Loans (including, but not limited to, principal, interest, taxes, ground rents, assessments, insurance premiums, Soldiers and Sailors Civil Relief Act advances, foreclosure and bankruptcy fees and expenses, and other expenses) which have been made in accordance with Applicable Requirements; and for which Seller has a right of reimbursement from Mortgagors, Insurers, Investors, or otherwise.

      Affiliate means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. (Capitalized terms derived from the word Affiliate (e.g., "Affiliated") shall have corresponding meanings.) For the purposes of this definition, "control," "controlled by," and "under common control with" means the direct or indirect possession of ordinary voting powers to elect a majority of the board of directors or comparable body of a Person.

      Agreement means this Servicing Rights Purchase and Sale Agreement and all exhibits and schedules hereto, all of which are incorporated herein by this reference, as the same may from time to time be amended or supplemented by one or more instruments executed by all parties hereto.

      Ancillary Fees means, with respect to any Mortgage Loan, (i) all late charges, (ii) all fees payable pursuant to Cendant’s "Speed Pay" program, (iii) all returned-item charges (e.g., NSF charges) and (iv) modification or conversion fees.

      Applicable Requirements means and includes, as of the time of reference, with respect to the Mortgage Loans and the Servicing Rights, all of the following: (a) all contractual obligations of Seller (and any Originator and/or Prior Servicer) or Purchaser contained in this Agreement, the other Transaction Agreements, the Mortgage Loan Documents, the Investor Agreements, the applicable Guides or any agreement with any Insurer, for which obligations Seller (and any Originator and/or Prior Servicer) or Purchaser is responsible or at any time was responsible; (b) all applicable federal, state, and local legal and regulatory requirements (including laws, statutes, rules, regulations, and ordinances) binding upon Seller (and any Originator and/or Prior Servicer) or Purchaser; (c) all other applicable requirements and guidelines of each governmental agency, board, commission, instrumentality, and other governmental body or office having jurisdiction, including, but not limited to, those of any Investor or any Insurer; (d) all other applicable judicial and administrative judgments, orders, stipulations, awards, writs, and injunctions; (e) with respect to Purchaser’s obligations, the provisions of the Operations Guide; and (f) the reasonable and customary mortgage servicing practices of prudent mortgage lending institutions that service mortgage loans of the same type as the Mortgage Loans in the jurisdiction in which the related Mortgaged Properties are located.

      Appraised Value means, with respect to any Mortgage Loan, the value of the related Mortgaged Property based upon the lesser of (i) the appraisal made for the Originator at the time of origination of the Mortgage Loan, and (ii) if applicable, the sales price of the Mortgaged Property at such time of origination.

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      Arbitrator means, with respect to any arbitrator selected by a party to this Agreement, an arbitrator that is Independent of such party and has expertise in the valuation of mortgage loan servicing rights.

      ARM Loans means those Mortgage Loans that are adjustable rate loans.

      Assignment means, with respect to a Mortgage Loan, a written instrument that, when recorded in the appropriate office of the local jurisdiction in which the related Mortgaged Property is located, will reflect the transfer of the Mortgage Instrument identified therein from the transferor to the transferee named therein.

      Base MLCC Interim Servicing Fee means a fee of $ [ * * * ] for each applicable Mortgage Loan.

      BSA means the regulations set forth in 31 C.F.R. Part 103, promulgated under the Bank Secrecy Act, 12 U.S.C. § 1829b, 12 U.S.C. §§ 1951-1959 and 31 U.S.C. §§ 5311-5330, and similar requirements under state laws and regulations.

      BSA Policies and Procedures shall have the meaning given in Section 9A.01 hereof.

      Bulk Offering Mortgage Loans means the Mortgage Loans identified as "Bulk Offering Mortgage Loans" in the Mortgage Loan Schedule.

      Bulk Offering Purchase Price means, with respect to the Bulk Offering Mortgage Loans, the product of the outstanding principal balance thereof as of the related Bulk Offering Sale Date and the corresponding percentage set forth on the Execution Date Pricing Matrix.

      Bulk Offering Sale Date means February 29, 2000.

      Bulk Offering Servicing Rights means all Servicing Rights with respect to the Bulk Offering Mortgage Loans.

      Bulk Offering Transfer Date means, with respect to any Bulk Offering Mortgage Loan, the related Transfer Date, which shall be April 3, 2000, or such other date as to which the parties may agree.

      Business Day means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in the States of New Jersey, Florida or New York are required or authorized by law or by executive order to be closed or (iii) a day on which Seller or Purchaser is not actually open for business.

      Buydown means a reduction in a Mortgagor’s monthly Mortgage Loan Payment required under a Mortgage Note or otherwise provided for in a related document. Mortgage Loans with a Buydown feature are listed on Exhibit A .

      Cash Outages shall mean an occurrence, which results from (i) an out-of-balance condition between the custodial bank cash balance, Seller’s book balance, and the Investor’s trial

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

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balance, or (ii) an out-of-balance condition as a result of a remittance error or a bank reconciliation adjustment.

      Cendant means Cendant Mortgage Corporation and its successors in interest.

      Cendant Mortgage Loan means a Mortgage Loan originated by Purchaser pursuant to the Origination Agreement.

      Claim Notice shall have the meaning given in Section 10.02(a) hereof.

      Co-op Lease means, with respect to a Co-op Loan, the proprietary lease with respect to a dwelling unit occupied by the Mortgagor and relating to the stock allocated to the related dwelling unit.

      Co-op Loan means a Mortgage Loan secured by the pledge of the evidence of ownership allocated to a dwelling unit in a residential cooperative housing corporation and a collateral assignment of the related Co-op Lease.

      Correspondent Loan means any of certain Mortgage Loans purchased on a servicing-released basis by Seller through its correspondent lending network.

      Correspondent Loan Trailing Percentage means, as of any date of determination after August 1, 2000, a fraction (expressed as a percentage) whose numerator is the principal balance of Correspondent Loans included in the Subsequent Flow Mortgage Loans as to which Servicing Rights were sold by Seller to Purchaser in the [ * * * ] period immediately preceding such date of determination and whose denominator is the principal balance of all such Subsequent Flow Mortgage Loans.

      Custodial Funds means all funds held in a Custodial Funds Account.

      Custodial Funds Account means an account maintained by Seller for the deposit of principal and interest payments received in respect of one or more Mortgage Loans.

      Cut-Off Date means, the final date for the posting of transactions (which is one Business Day before each applicable Transfer Date).

      Delivery Date means five (5) Business Days after each applicable Transfer Date.

      EDP means the electronic data processing system used by Seller and Purchaser, which are licensees of ALLTEL Information Services, Inc.

      Equity Access® Agreement means the revolving line of credit agreement entered into between MLCC and the guarantor under any Parent Power® Guaranty Agreement for Real Estate pursuant to which a line of credit may be drawn upon by MLCC to fund the payment by such guarantor of a loss specified in such Parent Power® Guaranty Agreement for Real Estate.

      Equity Access® Mortgage means the mortgage, deed of trust or other security instrument (including all amendments and supplements thereto) made by the guarantor under any

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

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Parent Power® Guaranty Agreement for Real Estate to secure its obligations thereunder and under the related Equity Access® Agreement.

      Estimated Purchase Price means, with respect to any Bulk Offering Mortgage Loans and Initial Flow Mortgage Loans and the related Servicing Rights, an estimate of the related Purchase Price, based on the outstanding principal balance of the related Mortgage Loans as of the date that is two (2) Business Days before the related Sale Date.

      Excess Yield means that portion of the interest rate on a Mortgage Loan (other than the related contractual Servicing Fee payable to Seller) payable to Seller as excess servicing compensation.

      Execution Date Pricing Matrix means the pricing matrix attached hereto as Exhibit E .

      FDIC means the Federal Deposit Insurance Corporation or any successor thereto.

      Federal Funds Rate means the per annum rate of interest (rounded upward to the nearest 1/100 of 1%) that is the weighted average of the rates on overnight federal funds transactions arranged on such day or, if such day is not a Business Day, the previous Business Day, by federal funds brokers computed and released by the Federal Reserve Bank of New York (or any successor) in substantially the same manner as such Federal Reserve Bank currently computes and releases the weighted average it refers to as the "Federal Funds Effective Rate" at the date of this Agreement.

      FHLMC means the Federal Home Loan Mortgage Corporation or any successor thereto.

      Flow Mortgage Loan means any Initial Flow Mortgage Loan or any Subsequent Flow Mortgage Loan.

      Flow Offering Purchase Price means the applicable Initial Flow Offering Purchase Price or the applicable Subsequent Flow Offering Purchase Price, as the case may be.

      Flow Offering Sale Date means an Initial Flow Offering Sale Date or Subsequent Flow Offering Sale Date, as applicable.

      Flow Offering Servicing Rights means the Initial Flow Offering Servicing Rights or Subsequent Flow Offering Servicing Rights.

      Flow Offering Transfer Date means an Initial Flow Offering Transfer Date or a Subsequent Flow Offering Transfer Date, as applicable.

      FNMA means the Federal National Mortgage Association or any successor thereto.

      FNMA Loan means any Mortgage Loan serviced by Seller for or on behalf of FNMA, as Investor.

      Foreclosure means the procedure (including a deed in lieu of foreclosure) pursuant to which a Mortgaged Property is sold to satisfy a debt upon default of a Mortgagor and includes, to

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the extent applicable, in connection with a Co-op Loan, foreclosure on the evidence of ownership allocated to a dwelling unit in a residential cooperative housing corporation, which foreclosure is accomplished by a sale in accordance with the provisions of Article 9 of the Uniform Commercial Code and the security agreement relating to such stock.

      GNMA means the Government National Mortgage Association or any successor thereto.

      Guides means: (a) the FNMA Selling and Servicing Guides with respect to FNMA Loans, as amended from time to time and (b) any and all rules, regulations, and guidelines of any Investor or Insurer, and in each case as such Guide may be amended from time to time, including, but not limited to, all other rules, regulations, guidelines, and memoranda issued by each Investor and Insurer.

      HUD means the Department of Housing and Urban Development.

      Indemnified Party shall have the meaning given in Section 10.04(b) hereof.

      Indemnifying Party shall have the meaning given in Section 10.04(b) hereof.

      Independent means, with respect to Seller or Purchaser, that such Person does not have any material direct financial interest in or any material indirect financial interest in Seller or Purchaser and has no connection with Seller or Purchaser or any Affiliate thereof as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions.

      Information Sharing Notice means a Purchaser Information Sharing Notice or a Seller Information Sharing Notice, as applicable.

      Initial Flow Mortgage Loans means all Mortgage Loans (other than Bulk Offering Mortgage Loans and Quarterly Bulk Mortgage Loans) originated after August 1, 1999 and on or before March 10, 2000. Such Mortgage Loans shall be identified by Seller after the date hereof in the Mortgage Loan Schedule and may contain Mortgage Loans originated on or before the date this Agreement is executed that are not identified on the Mortgage Loan Schedule as Bulk Offering Mortgage Loans.

      Initial Flow Offering Purchase Price means, with respect to any Initial Flow Mortgage Loan; the product of the outstanding principal balance thereof as of the related Initial Flow Offering Sale Date and the corresponding percentage set forth in the Execution Date Pricing Matrix.

      Initial Flow Offering Sale Date means, with respect to any Initial Flow Mortgage Loan, March 10, 2000.

      Initial Flow Offering Servicing Rights means all Servicing Rights with respect to the Initial Flow Mortgage Loans.

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      Initial Flow Offering Transfer Date means, with respect to any Initial Flow Mortgage Loan, the related Transfer Date, which shall be April 3, 2000, or such other date as to which the parties may agree.

      Insurer means any entity that insures or guarantees all or part of the risk of loss on a Mortgage Loan, including, but not limited to, any Investor and any private mortgage insurance provider, standard hazard insurance provider, flood insurance provider, earthquake insurance provider or title insurance provider.

      Investor means, (i) MLCC or (ii) with respect to any Investor Agreement, the party for which Seller is servicing and administering the related mortgage loans pursuant to such Investor Agreement.

      Investor Agreement means (i) with respect to Mortgage Loans owned by an Investor other than MLCC, the agreement or agreements (including all exhibits and schedules thereto and all amendments and supplements thereof) between Seller and that Investor relating to those Mortgage Loans and the servicing thereof by Seller and (ii) with respect to Mortgage Loans for which MLCC is the Investor, the MLCC Portfolio Servicing Agreement.

      IRS means the Internal Revenue Service.

      Knowledge means that whenever any representation, warranty or other statement contained in this Agreement is qualified by reference to "Seller’s or Purchaser’s knowledge" or "to the best of Seller’s or Purchaser’s knowledge," that qualified reference shall be deemed to include knowledge of facts or conditions of which Seller or Purchaser either is actually aware or should have been aware under the circumstances in the discharging of Seller’s or Purchaser’s origination or servicing duties, as applicable. All matters of public record that, at the time of origination of any Mortgage Loan originated by Seller, appeared in the related title insurance policy commitment shall be deemed to be known by Seller, and all matters contained or disclosed in any Mortgage Loan Documents shall be deemed to be known by Seller or Purchaser.

      Litigation means that the Mortgage Loan or Servicing Rights is/are the subject of or subject to a lawsuit, other than a Foreclosure or bankruptcy, and such lawsuit has a material adverse affect on the Mortgage Loan, the Servicing Rights related thereto, or the marketability of the Mortgage Loan.

      Loan Information means, with respect to any Mortgage Loan, the servicing, loan level, and other information described on Exhibit 3 to the Operations Guide.

      Loan-to-Value Ratio means, with respect to any Mortgage Loan, as of any date on which a determination thereof is made, the ratio on such date of the outstanding principal balance of such Mortgage Loan to the Appraised Value of the related Mortgaged Property.

      Loss means, in respect of any indemnification arising under this Agreement, any and all losses, claims, damages, penalties, liabilities, obligations, judgments, settlements, awards, demands, offsets, defenses, counterclaims, actions or proceedings, reasonable out-of-pocket costs, expenses and attorneys’ fees of the Indemnified Party, including but not limited to, (a) any reasonable costs, expenses and attorneys’ fees incurred by the Indemnified Party in enforcing

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such right of indemnification against any Indemnifying Party or with respect to any appeal and (b) interest at the Federal Funds Rate on any amount for which the Indemnified Party is entitled to be indemnified from the date the Indemnified Party notifies the Indemnifying Party of the expenditure of such amounts until such amounts are paid by the Indemnifying Party; provided , however , that in no event shall a "Loss" include a claim for consequential damages, indirect damages or lost profits except when the Loss results from fraud or willful misconduct of the Indemnifying Party.

      MBS means a guaranteed mortgage pass-through certificate issued by FNMA.

      MERS means Mortgage Electronic Registration Systems, Inc., a Delaware corporation with its principal place of business situated at 8201 Greensboro Drive, Suite 350, McLean, Virginia 22102.

      MERS FNMA Loan means, with respect to any date, a FNMA Loan registered with MERS prior to such date.

      MLCC means Merrill Lynch Credit Corporation and its successors in interest.

      MLCC Interim Servicing Compensation has the meaning set forth in Section 4.03(b).

      MLCC Interim Servicing Period means, with respect to any Mortgage Loan as to which Servicing Rights are being or will be sold and assigned by Seller to Purchaser under this Agreement, the period, if any, from the related Sale Date to the related Transfer Date.

      MLCC Portfolio Servicing Agreement means the Portfolio Servicing Agreement dated as of the date hereof between MLCC and Purchaser with respect to Mortgage Loans as to which MLCC is the Investor.

      Mortgage 100 ^sm Loan means a Mortgage Loan secured by Additional Collateral in the form of a security interest in the securities and other assets held in a Trading Account and having a value, as of the date of origination of such Mortgage Loan, at least equal to the related Original Additional Collateral Requirement.

      Mortgage 100 ^sm Pledge Agreement means, with respect to each Mortgage 100 ^sm Loan, the Mortgage 100 ^sm Pledge Agreement for Securities Account between the related Mortgagor and MLCC pursuant to which such Mortgagor granted a security interest in the securities and other assets held in a Trading Account.

      Mortgage File means, collectively, with respect to any Mortgage Loan, the microfiche copies, and/or hard copies and/or imaging copies (and/or copies in any other media or format) of the following documents: Mortgage Note, recorded Mortgage, recorded Assignment (if any) to Purchaser, all related intervening assignments of mortgage (if any), title policy (required to have the first page with recording information and property location), ARM Rider (if applicable), appraisal of related Mortgaged Property (pages 1 and 2), MI certificates (if applicable), HUD1, and flood certificate, and, if the Mortgage Loan is a Co-op Loan, the UCC-1 and any continuation statements, the UCC-3 assigning the security interest covered by such UCC-1 to

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Seller (if applicable), Co-op Lease, assignment of Co-op Lease to Seller and all intervening assignments, if any, and the Recognition Agreement.

      Mortgage Instrument means any deed of trust, security deed, mortgage, land contracts, or any other instrument that constitutes a first lien on real estate (or, in the case of a Co-op Loan, the applicable security agreement and financing statements) securing payment by a Mortgagor of a Mortgage Note.

      Mortgage Loan means a conventional, conforming and non-conforming, residential first lien mortgage loan (other than (i) a mortgage loan originated or acquired by Seller pursuant to its Equity Access ^® program and (ii) any of certain mortgage loans designated by Seller) that, in each case, has been or will be originated or acquired by Seller and sold to Investors by Seller (or retained by Seller as Investor) and for which Servicing Rights are being sold pursuant to this Agreement. The term Mortgage Loan shall refer to the Bulk Offering Mortgage Loans, the Flow Mortgage Loans, the Quarterly Bulk Mortgage Loans, the Cendant Mortgage Loans, or any or all of them, as applicable.

      Mortgage Loan Documents means the Mortgage Instruments, Mortgage Notes and Assignments, and such other documents required by an Investor or Insurer to originate and service a Mortgage Loan.

      Mortgage Loan Payment means with respect to a Mortgage Loan, each scheduled installment for such Mortgage Loan, whether for principal, interest, escrow, or other purpose, required or permitted to be paid by the Mortgagor in accordance with the terms of the Mortgage Loan Documents.

      Mortgage Loan Product Category means any product category of Mortgage Loan originated by or on behalf of MLCC as part of its mortgage loan program, as specified in the Pricing Matrix.

      Mortgage Loan Schedule means, with respect to Servicing Rights sold to Purchaser on any Sale Date, the list or lists of Mortgage Loans setting forth, as of such Sale Date and the related Transfer Date, the information set forth in Exhibit C hereto.

      Mortgage Note means the mortgage note, deed of trust note, security deed note, or other form of promissory note executed by a Mortgagor and secured by a Mortgage Instrument evidencing the indebtedness of the Mortgagor under a Mortgage Loan.

      Mortgaged Property means any one- to four-family residence (at the time of the origination of the applicable Mortgage Loan) that is encumbered by a Mortgage Instrument, including all buildings and fixtures thereon and all accessions thereto, and including installations of mechanical, electrical, plumbing, heating and air conditioning systems located in or affixed to such buildings, and all alterations, additions and replacements thereto. The term "Mortgaged Property" shall include, to the extent the context shall permit or require, a dwelling unit in a residential cooperative housing corporation.

      Mortgagor means any and all obligors under a Mortgage Note and/or Mortgage Instrument.

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      Offering Memorandum means Seller’s Confidential Offering Memorandum dated August 17, 1999, as amended by supplement #1, dated December 2, 1999, with respect to the offering of the Servicing Rights.

      Operations Guide means the Operations Guide attached hereto as Exhibit D , as the same shall be amended from time to time by Seller.

      Opted-out refers to any Mortgagor who has received an Information Sharing Notice and has notified Seller or Purchaser, as applicable, that he or she does not want Purchaser to disseminate the Loan Information to Seller and/or does not want Seller to disseminate the Loan Information to one or more Affiliates of Seller.

      Original Additional Collateral Requirement means, with respect to any Additional Collateral Mortgage Loan, generally 30 percent of the original principal balance of such Mortgage Loan or such other percentage thereof as is specified by MLCC in connection with the origination of such Additional Collateral Mortgage Loan.

      Origination Agreement means the Mortgage Loan Purchase and Services Agreement dated as of September 24, 1997 between Seller and PHH Mortgage Services Corporation.

      Originator means, with respect to any Mortgage Loan, the person(s), entity or entities that (a) took the relevant Mortgagor’s loan application; (b) processed the relevant Mortgagor’s loan application; and/or (c) closed and/or funded such Mortgage Loan.

      Outsource Vendor means any vendor or any Affiliate retained by Seller to perform any aspects of servicing the Mortgage Loans and identified in Schedule 4.26.

      Parent Power® Agreement means, with respect to each Parent Power® Mortgage Loan, a Parent Power® Guaranty and Security Agreement for Securities Account or a Parent Power® Guaranty Agreement for Real Estate.

      Parent Power® Guaranty Agreement for Real Estate means, with respect to a Parent Power® Mortgage Loan, an agreement between MLCC and a guarantor on behalf of the Mortgagor under such Parent Power® Mortgage Loan pursuant to which the guarantor guarantees the payment of certain losses under such Parent Power® Mortgage Loan, authorizes MLCC to draw on the related Equity Access Agreement to fund such guaranty and has secured such Equity Access Agreement with a lien on residential real estate of the guarantor. For purposes of this definition, the Parent Power® Guaranty Agreement for Real Estate shall not include the rights of the mortgagee under the Equity Access® Agreement referred to therein and under the Equity Access® Mortgage, which rights have been retained by MLCC.

      Parent Power® Guaranty and Security Agreement for Securities Account means, with respect to a Parent Power® Mortgage Loan, an agreement between MLCC and a guarantor on behalf of the Mortgagor under such Parent Power® Mortgage Loan pursuant to which such guarantor guarantees the payment of certain losses under such Parent Power® Mortgage Loan and has granted a security interest to MLCC in certain marketable securities to collateralize such guaranty.

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      Parent Power® Mortgage Loan means a Mortgage Loan that at the time of origination has a Loan-to-Value Ratio generally in excess of MLCC’s maximum acceptable Loan-to-Value Ratio for such Mortgage Loan and that is guaranteed by a Parent Power Agreement.

      Payment Date means the date on which Purchaser pays the portion of the Purchase Price described in Section 3.02(b) hereof, which date is five (5) Business Days after the related Transfer Date, subject in each case to (a) Seller’s compliance with, and Purchaser’s verification of such compliance with, Sections 4.14 and 4.16 herein, which sections are required to be complied with on or before each applicable Payment Date, and (b) Seller’s delivery of the reports, documents, and files that are due on or before each applicable Payment Date in accordance with this Agreement and the Transfer Instructions.

      Payoff Loan means any Mortgage Loan that is paid in full within ninety (90) days after each applicable Sale Date.

      Permission Agreement means the Permission Agreement dated as of the date hereof between Seller and Purchaser.

      Person means an individual, corporation, limited liability company, partnership, joint venture, trust, or unincorporated organization, or a federal, state, city, municipal, or foreign government, or an agency or political subdivision thereof.

      Pledge Agreement means any Mortgage 100 ^sm Pledge Agreement or Parent Power® Guaranty and Security Agreement for Securities Account related to an Additional Collateral Mortgage Loan.

      PMI means private mortgage insurance.

      PMI Policy means a certificate of insurance issued under a policy of primary mortgage guaranty insurance issued by an Insurer duly authorized and licensed in accordance with applicable law and approved by the applicable Investor.

      Pool means the Mortgage Loans and related Mortgage Instruments that back the issuance of an MBS.

      Pricing Matrix means (i) on the date of this Agreement and each date thereafter (subject to clause (ii) of this sentence), the Execution Date Pricing Matrix and (ii) on and after the date on which any repricing in the Execution Date Pricing Matrix first becomes effective, the pricing matrix as then in effect pursuant to Section 3.01(b).

      Prior Servicer means any Person that was a servicer or subservicer of any Mortgage Loan before Seller became the Servicer of the Mortgage Loan.

      Private Investor Loan means any Mortgage Loan as to which the Investor is not FNMA or MLCC.

      Purchase Price means the Bulk Offering Purchase Price or any applicable Flow Offering Purchase Price or Quarterly Bulk Offering Purchase Price, as the context requires.

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      Purchaser means Cendant Mortgage Corporation, a New Jersey corporation, and its permitted successors and assigns, in its capacity as purchaser hereunder.

      Purchaser Indemnified Parties shall have the meaning given in Section 10.01 hereof.

      Purchaser Information Sharing Notice means, with respect to any Mortgage Loan that is not a Seller Interest Mortgage Loan, a notice sent by Purchaser to the applicable Mortgagor thereunder that indicates that Purchaser will share the Loan Information related to his or her Mortgage Loan with Seller.

      Purchaser’s Representatives shall have the meaning given in Section 11.02(a) hereof.

      Quarterly Bulk Mortgage Loan means (a) any Mortgage Loan purchased by Seller through its correspondent lending network, (b) a construction loan that has been converted to a permanent Mortgage Loan or (c) any other mortgage loan that the parties may mutually agree to designate. Quarterly Bulk Mortgage Loans shall be identified by Seller after the date hereof in the Mortgage Loan Schedule.

      Quarterly Bulk Offering Purchase Price means, with respect to any Quarterly Bulk Mortgage Loan, the product of the outstanding principal balance thereof as of the Quarterly Bulk Offering Sale Date and the corresponding percentage set forth on the Pricing Matrix.

      Quarterly Bulk Offering Sale Date means, with respect to any Quarterly Bulk Mortgage Loan, the related Sale Date, which shall be the first Business Day of the calendar quarter following such loan’s becoming a Quarterly Bulk Mortgage Loan.

      Quarterly Bulk Offering Servicing Rights means all Servicing Rights with respect to any Quarterly Bulk Mortgage Loan.

      Quarterly Bulk Offering Transfer Date means, with respect to any Quarterly Bulk Mortgage Loan, the related Transfer Date, which shall be the first Business Day of the calendar quarter following such loan’s becoming a Quarterly Bulk Mortgage Loan.

      Recourse Obligation means, with respect to any Mortgage Loan, any obligation or liability (actual or contingent) of the Servicer (a) for Losses incurred in connection with the Foreclosure or other disposition of, or other realization or attempt to realize upon the collateral securing, such Mortgage Loan (including, but not limited to, Losses relating to loss mitigation or obtaining deeds in lieu of foreclosure); (b) to repurchase such Mortgage Loan in the event that the Mortgagor of such Mortgage Loan is in bankruptcy, in Foreclosure or in litigation; or (c) to repurchase such Mortgage Loan in the event of a delinquency or other payment default thereunder by the Mortgagor. Notwithstanding the foregoing, a Mortgage Loan shall not be considered subject to a Recourse Obligation solely because the Servicer retains a contingent liability to repurchase (i) a Mortgage Loan that is determined to have been ineligible for sale to the applicable Investor due to a breach of one or more representations and warranties, (ii) a Mortgage Loan whose interest rate converts from an adjustable to a fixed rate (or from an adjustable rate based on one index to an adjustable rate based on a different index), and (iii) certain Mortgage Loans with balloon provisions containing a conditional right to refinance, pursuant to the terms of the related Mortgage Note.

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      Related Escrow Funds means all funds held by Seller with respect to the Mortgage Loans (other than the Custodial Funds), including, but not limited to, all Buydown funds, suspense funds, assessments, ground rents, replacement reserves, tax and insurance funds, loss draft proceeds, and other escrow and impound amounts (including interest accrued thereon held for the benefit of the Mortgagors).

      Related Escrow Funds Account means an account in which Related Escrow Funds are held.

      Relocation Loan means any Mortgage Loan originated pursuant to an agreement between the applicable lender (whether MLCC, one of MLCC’s correspondent lenders, or otherwise) and an employer that commonly relocates its employees in connection with a bona fide relocation program maintained by such employer.

      Relocation Loan Trailing Percentage means, as of any date of determination after August 1, 2000, a fraction (expressed as a percentage) whose numerator is the principal balance of Relocation Loans included in the Subsequent Flow Mortgage Loans as to which Servicing Rights were sold by Seller to Purchaser [ * * * ] and whose denominator is the principal balance of all such Subsequent Flow Mortgage Loans.

      Remittance Date means, with respect to each Investor, the day of each month on which funds are required to be remitted to such Investor pursuant to the related Investor Agreement.

      REO Property means any Mortgaged Property owned in fee simple by Seller or the applicable Investor as a result of a Foreclosure of a Mortgage Loan, or similar action.

      Repricing Event means any of the following:

     (i) With respect to all Mortgage Loan Product Categories, [ * * * ] .

     (ii) The occurrence of a material adverse change in general political or economic conditions or a change in law, rule, regulations or generally accepted accounting principles, which in each case materially affects the value of the Servicing Rights with respect to one or more Mortgage Loan Product Categories.

     (iii) The occurrence of (a) a Simple Monthly Mortality Rate of greater than [ * * * ] of the aggregate unpaid principal balance of the Subserviced Loans, calculated using a one-month trailing Simple Mortality Rate, and (b) the "MBA Application Refinance Index" (as published weekly by Mortgage Bankers Association of America and published on Bloomberg under MBAVREFI<INDEX>) being [ * * * ] .

     (iv) The occurrence of (a) a Simple Monthly Mortality Rate of greater than [ * * * ] of the aggregate unpaid principal balance of the Subserviced Loans, calculated using a one-month trailing Simple Mortality Rate and (b) the "MBA Application Refinance Index" (as published weekly by Mortgage Bankers

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

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Association of America and published on Bloomberg under MBAVREFI<INDEX>) being [ * * * ] .

          (v) The Relocation Loan Trailing Percentage exceeds [ * * * ] ; this Repricing Event shall apply to all Mortgage Loan Product Categories.

          (vi) The Correspondent Loan Trailing Percentage exceeds [ * * * ] ; this Repricing Event shall apply to all Mortgage Loan Product Categories.

      Repricing Request has the meaning set forth in Section 3.01(b).

      RESPA means the Real Estate Settlement Procedures Act, 1.2 U.S.C. § 2601 et seq., and Regulation X, 24 C.F.R. § 3500.21, thereunder, as the foregoing may be amended from time to time.

      Sale Date means (i) with respect to a Bulk Offering Mortgage Loan, the related Bulk Offering Sale Date, (ii) with respect to a Flow Mortgage Loan, the related Flow Offering Sale Date and (iii) with respect to a Quarterly Bulk Mortgage Loan, the related Quarterly Bulk Offering Sale Date.

      Securitized Loan Primary Servicing Agreement means the Securitized Loan Primary Servicing Agreement dated as of the date hereof between Seller, as master servicer, and Purchaser, as primary servicer.

      Seller means Merrill Lynch Credit Corporation, a Delaware corporation, and its permitted successors and assigns, in its capacity as seller hereunder.

      Seller Indemnified Parties shall have the meaning given in Section 10.03 hereto.

      Seller Information Sharing Notice means a notice sent by Seller to the applicable Mortgagor that indicates that Seller will share the Loan Information related to his or her Mortgage Loan with one or more Affiliates of Seller.

      Seller Interest Mortgage Loan means any Mortgage Loan (a) that is subject to the terms and provisions of the Subservicing Agreement, the Securitized Loan Primary Servicing Agreement or the MLCC Portfolio Servicing Agreement or (b) that is an Additional Collateral Mortgage Loan.

      Seller’s Representatives shall have the meaning given in Section 11.02(a) hereof.

      Servicer means the party contractually obligated to administer the Servicing Rights under the Investor Agreements.

      Servicing Fee means the amount to be paid to the Servicer under the applicable Investor Agreement related to a Mortgage Loan as consideration for servicing the Mortgage Loan.

      Servicing Rights means, with respect to all Mortgage Loans, all of the rights and obligations of Seller, as Servicer, pursuant to the Investor Agreements, including but not limited

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

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to the right and obligation to service, administer, collect the payments for the reduction of principal and application of interest, pay taxes and insurance, remit collected payments, provide foreclosure services, provide full escrow administration and any other obligations required by any Investor (including the obligation to repurchase from the applicable Investor any such Mortgage Loan whose interest rate converts from an adjustable to a fixed rate, or from an adjustable rate based on one index to an adjustable rate based on a different index, and certain Mortgage Loans with balloon provisions containing a conditional right to refinance, pursuant to the terms of the related Mortgage Note) or Insurer in, of, or for such Mortgage Loans pursuant to the Investor Agreements, together with the right to receive (i) the Servicing Fee, (ii) the Excess Yield, if any, on the Bulk Offering Mortgage Loans (but not on the Flow Mortgage Loans or Quarterly Bulk Mortgage Loans), (iii) any Ancillary Fees arising from or connected to such Mortgage Loans and (iv) all applicable net interest earnings on any related Custodial Funds Account and Related Escrow Funds Account balances (to the extent permitted by applicable law), but in any event excluding the rights and obligations of Seller, as Servicer, pursuant to the Investor Agreements to service and administer the Additional Collateral under the Additional Collateral Agreements. The term Servicing Rights shall refer to the Bulk Offering Servicing Rights, the Flow Offering Servicing Rights, the Quarterly Bulk Offering Servicing Rights, or any or all of them, as applicable.

      Set-up File means, as to Subsequent Flow Mortgage Loans collectively, copies of the following documents:

     (a) Mortgage insurance certificate;

     (b) Hazard, flood and other insurance policies, if applicable (may consist of application and paid receipt);

     (c) Legal description;

     (d) Settlement statement (HUD1);

     (e) Mortgage Note with riders;

     (f) Buydown agreement, if applicable;

     (g) For wholesale and correspondent loans, the related funding sheet;

     (h) ACH enrollment form; and

     (i) Appraisal report (pages 1 and 2).

      Simple Monthly Mortality Rate means, with respect to any calendar month, an indicator of the level of prepayment of a static pool of loans, calculated by dividing the balance of that pool of loans at the end of that month by the balance of that pool of loans at the beginning of that month, and subtracting the resulting quotient from one.

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      Subsequent Flow Mortgage Loans means Mortgage Loans originated after March 10, 2000. Such Mortgage Loans shall be identified by Seller after the date hereof in the Mortgage Loan Schedule.

      Subsequent Flow Offering Purchase Price means, with respect to any Subsequent Flow Mortgage Loan, the product of the outstanding principal balance thereof as of the Subsequent Flow Offering Sale Date and the corresponding percentage set forth in the Pricing Matrix.

      Subsequent Flow Offering Sale Date means, with respect to any Subsequent Flow Mortgage Loan, the date on which such loan is originated.

      Subsequent Flow Offering Servicing Rights means all Servicing Rights with respect to the Subsequent Flow Mortgage Loans.

      Subsequent Flow Offering Transfer Date means, with respect to any Subsequent Flow Mortgage Loan, the related Transfer Date, which shall coincide with the related Subsequent Flow Offering Sale Date.

      Subserviced Loan means any mortgage loan subject to the Subservicing Agreement or the Securitized Loan Primary Servicing Agreement.

      Subservicing Agreement means the Loan Subservicing Agreement dated as of the date hereof between Seller, as master servicer, and Purchaser, as subservicer.

      Third Party Consent means the written consent or approval of an Investor (and, if applicable, each rating agency, surety, certificate insurer and other party) which consent or approval is required under the related Investor Agreement to effect a transfer of the applicable Servicing Rights from Seller to Purchaser).

      Trading Account means, with respect to any Additional Collateral Mortgage Loan as to which a Pledge Agreement was made, the account in which the securities and other assets that are subject to such Pledge Agreement are held.

      Transaction Agreements means this Agreement, the Securitized Loan Primary Servicing Agreement, the Subservicing Agreement, the Permission Agreement and the MLCC Portfolio Servicing Agreement.

      Transfer Date means, with respect to any Mortgage Loan, the date on which Purchaser begins physically servicing such Mortgage Loan.

      Transfer Instructions means the instructions set forth at Exhibit F hereto detailing the procedures pursuant to which Seller shall effect the transfer of the Servicing Rights, Mortgage Files, Advances, Custodial Funds, Related Escrow Funds, and other documents, reports and files to Purchaser. To the extent of a conflict between the Transfer Instructions and this Agreement, this Agreement shall control. The Transfer Instructions shall not apply to the Subsequent Flow Mortgage Loans.

      TRETS means Transamerica Real Estate Tax Service.

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Section 1.02. General .

     The terms defined herein include the plural as well as the singular and the singular as well as the plural.

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ARTICLE II.
SALE OF SERVICING RIGHTS AND RELATED ITEMS

Section 2.01. Items to be Sold .

          (a) Subject to, and upon the terms and conditions of this Agreement, from time to time during the term of this Agreement, as hereinafter provided, Seller shall sell, transfer, and assign to Purchaser, and Purchaser shall purchase and assume from Seller, all right, title, interest, and obligation of Seller in and to the applicable (i) Servicing Rights and all rights related thereto (but not the right to service the Additional Collateral), including, but not limited to, the right to receive the Servicing Fee and Ancillary Fee; (ii) Advances; (iii) Custodial Funds; (iv) Related Escrow Funds; (v) Mortgage Files; (vi) Investor Agreements; (vii) other documents and records relating to the Mortgage Loans and (viii) the obligation to repurchase from the applicable Investor any Mortgage Loan whose interest rate converts from an adjustable to a fixed rate, or from an adjustable rate based on one index to an adjustable rate based on a different index, and certain Mortgage Loans with balloon provisions containing a conditional right to refinance, pursuant to the terms of the related Mortgage Note. For the Quarterly Bulk Mortgage Loans and Subsequent Flow Mortgage Loans, Seller agrees that during the term of this Agreement, Seller (i) shall sell, transfer, and assign to Purchaser the Servicing Rights with respect to substantially all Mortgage Loans originated or acquired by Seller and (ii) shall not sell, transfer or assign such Servicing Rights to any third party other than Purchaser; but Seller, in its sole discretion, shall nevertheless be entitled to retain the Servicing Rights to certain Mortgage Loans it designates; provided, however, that with respect to clause (ii) of this sentence, the aggregate principal balance of such retained Mortgage Loans shall not exceed $ [ * * * ] in any calendar quarter (excluding (A) Quarterly Bulk Mortgage Loans, (B) Mortgage Loans in Mortgage Loan Product Categories created by Seller after the date hereof and for which Seller and Purchaser are unable to reach agreement on an appropriate purchase price for the related Servicing Rights and (C) any other Mortgage Loan types that Purchaser is not operationally able to service).

          (b) In connection with each sale and transfer of Servicing Rights contemplated herein, Purchaser will assume only those contractual duties, obligations, and liabilities of Seller that (i) accrue on or after each applicable Sale Date and (ii) directly arise in connection with Purchaser’s acquisition, ownership, and use of the Servicing Rights. Purchaser will not assume or otherwise be responsible for in any way whatsoever any other duties, obligations, or liabilities of, or claims against, Seller or Seller’s shareholders (or any of their respective agents, officers, directors, trustees, or Affiliates) that accrue or otherwise relate to the period before each applicable Sale Date with respect to the Servicing Rights or otherwise; provided , however , that subject to Seller’s indemnification obligation set forth in Section 10.01 hereof, Purchaser will assume liabilities to Investors with respect to the Servicing Rights that accrue before each applicable Sale Date, but only to the extent that such assumption is a condition, evidenced in writing and accepted by Purchaser, to the consent by the applicable Investor to the transfer of such Servicing Rights to Purchaser.

Section 2.02. Sale Date .

     On each applicable Sale Date, Seller shall sell, transfer, and assign to Purchaser, and Purchaser shall purchase and assume from Seller, all of Seller’s beneficial right, title, and interest in and to the applicable (i) Servicing Rights and all rights and obligations related thereto (but not

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

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the right to service the Additional Collateral), including, but not limited to, the right to receive the Servicing Fees and Ancillary Fee accruing on and after such Sale Date; (ii) Advances; (iii) Custodial Funds; (iv) Related Escrow Funds; (v) Mortgage Files; (vi) Investor Agreements; (vii) other documents and records relating to the Mortgage Loans and (viii) the obligation to repurchase from the applicable Investor any Mortgage Loan whose interest rate converts from an adjustable to a fixed rate, or from an adjustable rate based on one index to an adjustable rate based on a different index, and certain Mortgage Loans with balloon provisions containing a conditional right to refinance, pursuant to the terms of the related Mortgage Note.

Section 2.03. Transfer Date .

          (a) On each Transfer Date, Seller shall transfer and assign to Purchaser, and Purchaser shall assume from Seller, all of Seller’s legal right, title, and interest in and to the applicable (i) Servicing Rights and all rights and obligations related thereto (but not the right to service the Additional Collateral), including, but not limited to, the right to receive the applicable Servicing Fees and Ancillary Fee accruing on and after the related Sale Date; (ii) Advances; (iii) Custodial Funds; (iv) Related Escrow Funds; (v) Mortgage Files; (vi) Investor Agreements; (vii) other documents and records relating to the Mortgage Loans and (viii) the obligation to repurchase from the applicable investor any Mortgage Loan whose interest rate converts from an adjustable to a fixed rate, or from an adjustable rate based on one index to an adjustable rate based on a different index, and certain Mortgage Loans with balloon provisions containing a conditional right to refinance, pursuant to the terms of the related Mortgage Note.

          (b) On the Bulk Offering Transfer Date and the Initial Flow Offering Transfer Date, Seller shall cease to be the interim servicer with respect to any Mortgage Loans it is interim servicing for Purchaser pursuant to Section 4.03 and shall effect the physical transfer of the applicable servicing in accordance with the terms and conditions set forth in this Agreement and in the Transfer Instructions. On each Subsequent Flow Offering Transfer Date, Seller shall effect the transfer of the applicable Servicing Rights in accordance with the terms and conditions set forth in this Agreement and in the Transfer Instructions.

Section 2.04. Evidence of Sale .

Before each Transfer Date, Purchaser and Seller shall execute and deliver the documents, if any, required by the Investor(s) in connection with the transfer of the applicable Servicing Rights, in form and substance satisfactory to Purchaser and Seller. Purchaser and Seller, subject to the terms of this Agreement, shall also execute and deliver such other instruments or documents as Purchaser and Seller shall reasonably determine are necessary to evidence the transactions contemplated hereby.

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ARTICLE III.
CONSIDERATION AND PAYMENTS

Section 3.01. Purchase Price .

          (a) In full consideration of each sale and transfer of the Servicing Rights, Purchaser shall pay to Seller, subject to the terms of this Agreement and in accordance with Section 3.02 hereof, the Bulk Offering Purchase Price, Flow Offering Purchase Price or Quarterly Bulk Offering Purchase Price, as applicable, subject to any agreed-upon adjustments. Seller (i) shall not be entitled to receive any Purchase Price from Purchaser for the Servicing Rights to any Mortgage Loan that as of the applicable Sale Date (A) is 60 days or more past due (including Mortgage Loans in foreclosure proceedings), (B) is in Litigation or (C) has a Mortgagor who is in bankruptcy and (ii) shall pay Purchaser $ [ * * * ] per Mortgage Loan upon Seller’s assignment, to Purchaser, of the Servicing Rights to any such Mortgage Loan.

     (b) (i) Within the sixty-day period following the occurrence of a Repricing Event, either party to this Agreement may make a written request to the other party (a "Repricing Request") that the Pricing Matrix be amended with respect to any Mortgage Loan Product Category to which such Repricing Event relates, and any such Repricing Request shall be accompanied by a copy of the proposed amended Pricing Matrix prepared by the requesting party. If Purchaser and Seller agree to adopt the proposed amended Pricing Matrix, it shall become effective on the first Business Day of the calendar quarter immediately following the date of such adoption.

     (ii) If, within 30 days after the date on which a Repricing Request was delivered hereunder by one party to the other pursuant to Section 3.01(b)(i), Purchaser and Seller are unable to agree on the terms of an amended Pricing Matrix with respect to a Mortgage Loan Product Category as to which such Repricing Request was made, each of them shall engage the services of a separate Arbitrator, which shall use commercially reasonable methods to determine the appropriate pricing for the sale of Servicing Rights related to such Mortgage Loan Product Category, taking into account, among other things, the requirements of this Agreement, including without limitation the Operations Guide. The results of the two Arbitrators’ determinations shall be averaged to arrive at the pricing to be specified in the amended Pricing Matrix with respect to such Mortgage Loan Product Category. If, following the Arbitrators’ determinations, the proposed amended Pricing Matrix is agreed to by Seller and Purchaser, it shall become effective on the first Business Day of the calendar quarter immediately following the date on which the first Arbitrator is retained. The parties agree to exchange appropriate documentation supporting the opinions of their respective Arbitrators. The then-current Pricing Matrix shall remain in effect until the proposed amended Pricing Matrix goes into effect. If one of the parties to this Agreement reasonably, and in good faith, rejects the proposed amended Pricing Matrix following the Arbitrators’ determinations, that party shall have the right to terminate this Agreement upon 180 days’ prior written notice to the other party. In any event, each party shall pay the fees and costs associated with the Arbitrator it engages.

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

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Section 3.02. Payment of Purchase Price and Other Amounts .

     Purchaser shall pay the Purchase Price to Seller as follows:

          (a) Sale Dates . For the Bulk Offering Mortgage Loans, Purchaser shall pay Seller [ * * * ] of the applicable Estimated Purchase Price by wire transfer of immediately available funds on the applicable Sale Date. For the Initial Flow Mortgage Loans, Purchaser shall pay Seller [ * * * ] of the applicable Purchase Price by wire transfer of immediately available funds within three (3) Business Days after the applicable Sale Date. Such payments (or, if applicable, the related portion thereof) shall be returned by Seller to Purchaser:

     (i) together with interest thereon at the daily Federal Funds Rate in effect from the date of any such payment by Purchaser to the date Seller returns such payment (or, if applicable, the related portion thereof) to Purchaser, if the transfer of the physical servicing of any Mortgage Loan does not occur on the related Transfer Date, or extension thereof, because (x) the conditions precedent set forth in Article VIII are not met or (y) Seller fails to comply with the terms of this Agreement, or

     (ii) without interest, if the transfer of the physical servicing of any Mortgage Loan does not occur on the related Transfer Date, or extension thereof, because (x) the condition precedent set forth in Section 9.03 is not satisfied or (y) Purchaser fails to comply with the terms of this Agreement.

Concurrently with Seller’s return of the payments, or any portion thereof (and, if applicable, interest), described in this Section 3.02(a), Purchaser shall reconvey the related Servicing Rights and associated documents to Seller in accordance with Section 7.01(b)(ii) and the penultimate sentence of Section 7.01(b). In addition to the foregoing rights, the aggrieved party shall have all additional rights and remedies afforded to such party under this Agreement.

          (b) Payment Date . Subject to Seller’s compliance with all terms and conditions required to be complied with pursuant to this Agreement and the Transfer Instructions on or before the related Transfer Date, on the related Payment Date Purchaser shall pay to Seller, by wire transfer of immediately available funds, with respect to the Bulk Offering Mortgage Loans and Initial Flow Mortgage Loans, the applicable Purchase Price less the amount paid with respect to such loans pursuant to Section 3.02(a). With respect to any Subsequent Flow Mortgage Loan other than a Cendant Mortgage Loan, Purchaser shall pay Seller the applicable Purchase Price by wire transfer of immediately available funds within three (3) Business Days after Purchaser’s receipt of the related Set-up File, as provided for herein. Purchaser shall provide Seller with documentation containing Seller’s loan number and the outstanding principal balance for each Subsequent Flow Mortgage Loan for which the Purchase Price is wire transferred to Seller. With respect to Quarterly Bulk Mortgage Loans, Purchaser shall pay Seller the applicable Purchase Price by wire transfer of immediately available funds on the related Payment Date. Notwithstanding anything to the contrary contained herein or in the Operations Guide, with respect to each Subsequent Flow Mortgage Loan that is also a Cendant Mortgage Loan, (i) Seller shall have no obligation to deliver a Set-up File or Mortgage File to Purchaser and (ii) Purchaser shall pay Seller the related Purchase Price by wire transfer of immediately available funds within five (5) Business Days after such Mortgage Loan is closed.

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

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          (c) Adjustments Based on Pay-Offs . Except for Subsequent Flow Mortgage Loans, on each applicable Payment Date, Seller will (i) provide Purchaser with a schedule of Payoff Loans; and (ii) Purchaser will net out an amount equal to the portion of the Purchase Price already paid pursuant to Section 3.02(a) applicable to the Payoff Loans from the Purchase Price paid to Seller. Seller will reimburse Purchaser the portion of the Purchase Price already paid for any Subsequent Flow Mortgage Loan that becomes a Payoff Loan within ninety (90) days from the Sale Date. Seller shall remit such payment to Purchaser by wire transfer of immediately available funds within five (5) Business Days after receipt of an invoice from Purchaser, which invoice shall indicate the name of the Mortgagor, Seller’s loan number and the date of the payoff.

          (d) Adjustments Based on Errors . If, subsequent to each applicable payment of the Purchase Price or each applicable payment of any other amounts due under this Agreement to either party, the Purchase Price or such other amounts are found to be in error, including, but not limited to, the existence of updated balance information, the party benefiting from the error shall pay to the other party, within five (5) Business Days after the receipt of information sufficient to provide notice that payment is due, an amount sufficient to correct and reconcile the Purchase Price, or such other amounts and shall provide the other party with a reconciliation statement and such other documentation sufficient to reasonably satisfy the other party concerning the accuracy of such reconciliation.

          (e) Payment of Advances . (i) Upon receipt of the schedule required in Section 4.14, Purchaser shall wire transfer the agreed-upon documented principal and interest Advances, net of prepaid amounts, if any, to Seller on the Business Day immediately preceding the day that the applicable Investor remittance is due and (ii) with regard to any other Advances, subject to Purchaser’s verification of the amount due, Purchaser shall wire transfer the agreed-upon Advances to Seller, on or before the tenth (10 ^th ) Business Day following each applicable Transfer Date.

Section 3.03. Verification of Purchase Price and Other Amounts .

As soon as possible, but no later than each applicable Adjustment Date, Seller shall determine, as of the applicable Sale Date, from its books and records and promptly notify Purchaser in writing of: (i) the aggregate outstanding principal balance of all Mortgage Loans relating to the Servicing Rights then being transferred; (ii) the amount of all Advances relating to the Servicing Rights then being transferred; and (iii) the amount of all Custodial Funds and Related Escrow Funds relating to the Servicing Rights then being transferred. Except for the Subsequent Flow Mortgage Loans, all such accounts shall be reconciled by Seller to its EDP reports and to reports made to the applicable Investors.

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ARTICLE IV.
COVENANTS

Section 4.01. Mortgage Loan Information .

          (a) From and after each applicable Transfer Date, Purchaser agrees that, for each Seller Interest Mortgage Loan, it shall supply the Loan Information for each applicable Mortgagor to Seller on a daily basis in accordance with the specific timing, transfer, and other requirements set forth in the Operations Guide.

          (b) From and after each applicable Transfer Date, Purchaser agrees that, for each Mortgage Loan that is not a Seller Interest Mortgage Loan, it shall supply the Loan Information for each applicable Mortgagor to Seller on a daily basis in accordance with the specific timing, transfer, and other requirements set forth in the Operations Guide, provided that the applicable Mortgagor has been provided a Purchaser Information Sharing Notice and has not contacted Purchaser to request that Purchaser not disseminate the Loan Information to Seller.

          (c) Seller and Purchaser acknowledge that it is Purchaser’s obligation to send a Purchaser Information Sharing Notice to each applicable Mortgagor and that it is Seller’s obligation to send a Seller Information Sharing Notice to each applicable Mortgagor. Seller and Purchaser therefore agree to combine their respective notice obligations into one notice and agree that the form and content of the Information Sharing Notice forms attached hereto as Composite Exhibit B are acceptable; provided, that, with respect to the Bulk Offering Mortgage Loans, the Initial Flow Mortgage Loans, and the Quarterly Bulk Mortgage Loans, the applicable form is mailed to each applicable Mortgagor together with the notice of the transfer of Servicing Rights required by RESPA and, with respect to the Subsequent Flow Mortgage Loans, the applicable form is included in the closing package pertaining to each applicable Mortgagor.

          (d) In connection with any Mortgage Loan (i) that is not a Seller Interest Mortgage Loan and (ii) as to which the Mortgagor thereunder has Opted-out, Purchaser agrees that it shall nevertheless provide the Loan Information to Seller with respect to such Mortgage Loan in the aggregate (as described in the Operations Guide in paragraphs D and E under the heading "Reporting Requirements") with the Loan Information of other Mortgagors so long as the information supplied to Seller relating to the Mortgagor who Opted-out cannot be linked to such Mortgagor.

          (e) Seller and Purchaser acknowledge that, to the best of their respective knowledge, their respective obligations to provide Information Sharing Notices and to supply the Loan Information are permitted by, and comply with, the Applicable Requirements. Prospectively, in the event that either party to this Agreement believes, in good faith, that there has been a change in the Applicable Requirements that may affect either (i) the dissemination of the Loan Information from Purchaser to Seller, (ii) the manner in which the Loan Information is disseminated from Purchaser to Seller, or (iii) the form, content, or delivery of the required form of Information Sharing Notice, then such party shall provide written notice to the other of the purported change in the Applicable Requirements. Thereafter, the parties hereto shall work in good faith to address the effect of the purported change; in the Applicable Requirements and to resolve the same, in a manner that is reasonably acceptable in good faith to both parties and that will allow Purchaser to continue to

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supply to Seller as much of the Loan Information as is then possible given the applicable change in the Applicable Requirements. If (i) in Seller’s judgment, Purchaser’s interpretation of the purported change in the Applicable Requirements is adverse to Seller, (ii) Seller disagrees with that interpretation and (iii) Seller and Purchaser are unable to resolve such disagreement in a mutually acceptable manner, as described above, within thirty days of the delivery of the written notice required by this Section 4.01(e), Seller may, at its option, terminate this Agreement and any or all other Transaction Agreements. In addition, Seller may, at its option, terminate this Agreement and any or all other Transaction Agreements if the parties agree that a change in the Applicable Requirements restricts in any way the information Purchaser is to share with Seller.

          (f) Seller acknowledges and agrees that it will not use or disseminate the Loan Information in violation of the Applicable Requirements.

          (g) Seller shall indemnify Purchaser against any and all Losses incurred by Purchaser to the extent that such Losses result from, are caused by, or arise out of Purchaser’s compliance with Section 4.01(a) with respect to Additional Collateral Mortgage Loans or Subserviced Loans.

Section 4.02. Confidentiality of Mortgage Loan Information :.

     With respect to each Mortgage Loan that is not a Seller Interest Mortgage Loan, Seller shall not disclose, and shall cause its employees not to disclose, any Loan Information provided to it hereunder, including, but not limited to, the names and/or addresses of such Mortgagors, to any Person other than to (i) Affiliates of Seller, provided that the applicable Mortgagor has not Opted-out, and (ii) the Mortgagor to whom the applicable Loan Information relates. The foregoing notwithstanding, however, nothing herein shall be construed to prohibit Seller or any of Seller’s Affiliates from disseminating such Loan Information if necessary to comply with applicable law.

Section 4.03. Interim Servicing .

          (a) With respect to any Mortgage Loan as to which Servicing Rights are being sold and assigned by Seller to Purchaser under this Agreement, Seller shall perform the obligations related to such Servicing Rights during the related MLCC Interim Servicing Period in accordance with Applicable Requirements and with the same care, customer service and operating standards that Seller uses to service comparable mortgage loans for its own portfolio.

          (b) Purchaser shall pay Seller the Base MLCC Interim Servicing Fee for each Mortgage Loan interim-serviced by Seller pursuant to this Agreement for each preceding calendar month or portion thereof during the related MLCC Interim Servicing Period (whether or not a collection is received on such Mortgage Loan). Seller shall be entitled to retain all ancillary income with respect thereto, and all net interest earnings, on the related Custodial Funds Account and Related Escrow Funds Account balances for the preceding calendar month (such income and earnings, together with the Base MLCC Interim Servicing Fee, the "MLCC Interim Servicing Compensation"). During the related MLCC Interim Servicing Period for each Mortgage Loan then being interim serviced by Seller, Seller shall (i) remit monthly to Purchaser, on each Remittance Date, all Servicing Fees (net of the MLCC Interim Servicing Compensation) actually received by

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Seller pursuant to this Agreement during the preceding calendar month and (ii) no later than the Business Day prior to such Remittance Date, provide Purchaser with a reconciliation of all Servicing Fees and all related reports. If the interest collected in any month on each Mortgage Loan and allocated to pay the Servicing Fee under the related Investor Agreements is insufficient to pay Seller the full amount of the related Base MLCC Interim Servicing Fee for such month, then Purchaser shall pay Seller the shortfall on the related Remittance Date.

          (c) Subject to Section 4.03(d) hereof, Purchaser shall remain responsible for all Losses directly associated with the servicing of the Mortgage Loans, except for (i) all or any portion of such Losses resulting from the failure of Seller to comply with Applicable Requirements or otherwise perform or observe its obligations under this Agreement, for which Losses Seller shall remain responsible and (ii) any fact or circumstance in respect of which Purchaser is entitled to indemnification by Seller under this Agreement.

          (d) Seller shall: (i) make prompt and proper application for, and diligently pursue, insurance settlements, reimbursement from Investors (if appropriate), claims against third parties for indemnification or repurchase, and enforcement of the Mortgage Loan Documents against the Mortgagors; (ii) obtain the requisite quality services and products from Outsource Vendors, not in excess of reasonable and customary levels, giving Purchaser the benefit of any discounts therefor to which Seller may be entitled and without mark-up by Seller; (iii) defend and/or appeal any request or demand by an Investor or Insurer for repurchase of, or indemnification with respect to, a Mortgage Loan; (iv) not make Advances deemed not to be recoverable, except to the extent required by Applicable Requirements; (v) consult with Purchaser before undertaking or electing not to take discretionary actions that could result in material cost or liability to Purchaser; unless consultation is not commercially feasible; and (vi) service delinquent Mortgage Loans, Foreclosures and REO Properties in the same manner as Seller would service mortgage loans for its own account.

          (e) It is further understood and agreed that Seller shall be solely responsible for the direct and indirect general and administrative costs and expenses associated with the servicing of the Mortgage Loans, including, without limitation, Seller’s personnel, facilities, supplies, postage and Seller’s EDP expenses, relating to the manner in which Seller generally services mortgage loans (which may include the Mortgage Loans), regardless of whether Seller elects to contract with Outsource Vendors to perform all or any portion of such general and administrative functions.

          (f) Subject to the other subsections of this Section 4.03 hereof and any right of reimbursement from subsequent payments from Mortgagors, Investors, Insurers and liquidation proceeds, Purchaser agrees to bear the economic risk of all Advances, except for (i) any portion of those Advances resulting from Seller’s failure to comply with Applicable Requirements or otherwise perform or observe its obligations under this Agreement, for which Advances Seller shall remain responsible and (ii) any interest that must be advanced with regard to a paid-in-full Mortgage Loan, pursuant to Section 4.03(d) above.

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Section 4.04. Third Party Consents .

     Seller shall use its best efforts to obtain all required Third Party Consents in accordance with Section 7.01 hereof. Seller shall pay any and all costs of securing such consents, including, but not limited to, any fees charged by the Investor for the transfer of the Servicing Rights.

Section 4.05. Interest on Related Escrow Funds .

     Except with respect to Subsequent Flow Mortgage Loans, Seller shall pay interest on Related Escrow Funds on, and accrued through, the Business Day preceding each applicable Transfer Date to the extent interest with respect to the applicable Related Escrow Funds Accounts is required to be paid by Applicable Requirements for the benefit of Mortgagors under the Mortgage Loans. Seller shall deposit the interest earned on Related Escrow Funds in the applicable Related Escrow Funds Account on or before each applicable Transfer Date. With regard to loss draft proceeds, Seller shall credit to the related account any interest for loss draft proceeds on, and accrued through, the Business Day preceding each applicable Transfer Date. No interest will be required to be paid by Seller pursuant to this Section 4.05 with respect to Subsequent Flow Mortgage Loans or, if not required by Applicable Requirements, with respect to any Mortgage Loan.

Section 4.06. Escrow Disbursements and Obligations .

          (a) Taxes . (i) In connection with any Mortgage Loan (other than a Subsequent Flow Mortgage Loan) with respect to which Seller maintains a Related Escrow Funds Account for taxes, Seller shall pay all taxes with respect to which the related tax bill is due before the thirtieth (30th) day following each applicable Transfer Date and for which the related tax bill was received by Seller or any applicable Outsource Vendor five (5) Business Days before each applicable Transfer Date, and (ii) Seller shall be responsible for any tax penalties, costs, and losses (including any loss of discount for which any Mortgagor or any third party for the benefit of the Mortgagor has a legal claim) arising in connection with any Mortgage Loan (other than a Subsequent Flow Mortgage Loan) with respect to which: (A) Seller maintains a Related Escrow Funds Account for taxes; (B) the related tax bill was due before the thirtieth (30th) day following each applicable Transfer Date; and (C) the related tax bill was received by Seller or any applicable Outsource Vendor five (5) Business Days before each applicable Transfer Date. Seller shall have no responsibility for payment of tax bills with respect to Subsequent Flow Mortgage Loans.

          (b) Insurance . In connection with any Mortgage Loan (other than a Subsequent Flow Mortgage Loan) with respect to which Seller maintains a Related Escrow Funds Account for insurance, Seller shall pay all hazard, flood, earthquake, PMI Policy, and other insurance premiums ("Insurance Premiums") that are due before the thirtieth (30) day following each applicable Transfer Date and for which the related Insurance Premium bill was received by Seller or any applicable Outsource Vendor five (5) Business Days before each applicable Transfer Date, and (ii) Seller shall be responsible for any penalties, costs, and losses arising in connection with any Mortgage Loan (other than a Subsequent Flow Mortgage Loan) with respect to which: (A) Seller maintains a Related Escrow Funds Account for Insurance Premiums; (B) the related Insurance Premium bill was due before the thirtieth (30th) day following each applicable Transfer Date; and (C) the related Insurance Premium bill was received by Seller or any applicable Outsource Vendor five (5)

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Business Days before each applicable Transfer Date. Seller shall have no responsibility for payment of Insurance Premium bills with respect to Subsequent Flow Mortgage Loans.

          (c) Escrow Analysis . (i) No later than three (3) Business Days after each Transfer Date, Seller shall provide Purchaser with copies of the most recent escrow analysis for all applicable Mortgage Loans (other than Subsequent Flow Mortgage Loans); and (ii) Seller shall complete an escrow analysis at least thirty (30) days prior to the applicable Transfer Date on all applicable Mortgage Loans (other than Subsequent Flow Mortgage Loans) that have an escrow analysis due by such Transfer Date, and the results of these escrow analyses shall appear on its EDP system.

Section 4.07. Notice to Mortgagors .

     No later than fifteen (15) days before each applicable Transfer Date (other than a Subsequent Flow Offering Transfer Date), unless earlier notification is required by Applicable Requirements, Seller and Purchaser shall jointly deliver to each applicable Mortgagor a letter advising the Mortgagor of the transfer of Servicing Rights contemplated herein. Such letters shall comply with all Applicable Requirements, including, but not limited to, RESPA. At least twenty (20) days before the Bulk Offering Transfer Date and the Initial Flow Offering Transfer Date, Seller and Purchaser shall review the form of the letter for compliance with the Applicable Requirements. All costs of preparing and delivering such letters shall be shared equally by Seller and Purchaser.

     With respect to each Subsequent Flow Mortgage Loan, at the closing thereof Seller and Purchaser shall jointly deliver to the related Mortgagor a letter advising the Mortgagor of the transfer of Servicing Rights contemplated herein.

Section 4.08. Notice to Tax Service Provider .

          (a) Notices . Not less than fifteen (15) days before each applicable Transfer Date (other than a Subsequent Flow Offering Transfer Date), Seller shall deliver written notices of the transfer of Servicing Rights contemplated herein to Seller’s tax service provider. At Purchaser’s request, Seller shall provide an officer’s certificate to the effect that Seller has mailed such notices at least 15 days before each Transfer Date. Such notice shall instruct such entity to deliver, from and after each applicable Transfer Date, all applicable payments, notices, bills, statements, records, files, histories, support documents, and other documents to Purchaser.

          (b) Costs and Compliance . Seller shall be responsible for the cost of preparing and delivering the notices described in this Section.

Section 4.09. Notice to Insurance Companies and Payment of Insurance Premiums .

          (a) Notices . Not less than fifteen (15) days before each applicable Transfer Date (other than a Subsequent Flow Offering Transfer Date), Seller shall deliver written notices of the transfer of Servicing Rights contemplated herein to each of Seller’s Insurers (other than with respect to Co-op Loans). At Purchaser’s request, Seller shall provide an officer’s certificate to the effect that Seller has mailed such notices at least 15 days before each Transfer Date. Such notices shall instruct such entities to deliver, from and after each applicable Transfer Date, all applicable payments, notices, bills, statements, records, files, histories, support documents, and other

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documents to Purchaser. All such notices sent to hazard, flood, earthquake, private mortgage guarantee, forced-placed and other insurers shall comply with the requirements of the applicable master policies and shall instruct such insurers to change the mortgagee clause to "Cendant Mortgage Corporation, its successors and/or assigns," in the format required under Applicable Requirements.

          (b) Costs and Compliance . Seller shall be responsible for the cost of preparing and delivering the notices described in this Section.

          (c) Payment of PMI Premiums . Other than with respect to Subsequent Flow Mortgage Loans, Seller shall pay, on or before each applicable Transfer Date, all applicable PMI premiums due and payable in the month of transfer for which Seller has received a related bill at least five (5) Business Days prior to the applicable Transfer Date.

Section 4.10. Purchaser to Service ARM Loans .

     Purchaser shall service the ARM Loans in accordance with all Applicable Requirements. If Purchaser fails to service an ARM Loan in a manner consistent with the Applicable Requirements, Purchaser shall notify Seller within ten (10) Business Days of obtaining Knowledge of such failure and shall take all appropriate actions required to correct any such servicing deficiencies so that such loans are thereafter serviced in compliance with the terms and provisions of this Agreement. Purchaser shall be solely responsible for any costs and expenses required to effectuate such remediation, except to the extent that any such servicing deficiency was the continuation by Purchaser of a failure by Seller or any Prior Servicer to service an ARM Loan in accordance with the Applicable Requirements (other than the Purchaser’s continuation of such previous servicing practices after the Purchaser knew or should have known that such previous servicing practices violated the Applicable Requirements).

     Purchaser shall take such additional corrective action as may be directed by Seller, the cost of which shall be the sole responsibility of Seller.

Section 4.11. Tax Contracts .

          (a) Seller shall cause TRETS to work with Purchaser’s designated tax service provider to deliver a comprehensive ADDS tape (AB383) for all Mortgage Loans (other than (i) Subsequent Flow Mortgage Loans, (ii) Mortgage Loans secured by Mortgaged Properties in Guam and Puerto Rico and (iii) Co-op Loans), whether escrowed or non-escrowed, no later than the applicable Delivery Date.

          (b) Not less than thirty (30) days before each applicable Transfer Date(other than Subsequent Flow Offering Transfer Dates and Quarterly Bulk Offering Transfer Dates), Seller shall provide Purchaser with the most recent TRETS audit of Seller’s EDP system (AB40 loan audit) that reviewed whether Seller’s EDP system is accurately populated with all tax contract data required by Purchaser to service the Bulk Offering Mortgage Loans.

          (c) With respect to all Mortgage Loans other than (i) Subsequent Flow Mortgage Loans, (ii) Mortgage Loans secured by Mortgaged Properties in Guam and Puerto Rico and (iii) Co-op Loans, Seller shall transfer the related TRETS life-of-loan contracts to Purchaser’s designated

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tax service provider on the applicable Transfer Date. Within 60 days after each Transfer Date, Purchaser shall provide Seller with a listing of all such Mortgage Loans for which Purchaser’s designated tax service provider did not receive the anticipated tax contract information from TRETS. Seller shall have 30 days after receiving the listing to reconcile it and, for each such Mortgage Loan that did not have a life-of-loan tax service contract, shall remit to Purchaser (x) a fee of $ [ * * * ] to purchase a tax service contract or (y) [ * * * ] to purchase a tax service contract for such Mortgage Loan.

          (d) With respect to each Subsequent Flow Mortgage Loan other than (i) Mortgage Loans secured by Mortgaged Properties in Guam and Puerto Rico and (ii) Co-op Loans, Seller shall charge the related Mortgagor (x) a fee of $ [ * * * ] to purchase a tax service contract or (y) [ * * * ] to purchase a tax service contract for such Subsequent Flow Mortgage Loan. Seller shall collect the applicable fee from the related Mortgagor and shall remit it to Purchaser (or, if Seller fails to collect the fee from the related Mortgagor, Seller shall remit the fee to Purchaser out of Seller’s own funds), and Purchaser shall apply the fee to the cost of purchasing a tax service contract.

          (e) Purchaser shall notify Seller if the cost of purchasing a tax service contract for a Mortgage Loan is less than $ [ * * * ] .

Section 4.12. Mortgage Loan Payments .

     Before each applicable Transfer Date, Seller shall apply, in accordance with Applicable Requirements, all Mortgage Loan Payments received by it with respect to each applicable Mortgage Loan. For a period of forty-five (45) days following each applicable Transfer Date, Seller at its own expense shall forward all applicable Mortgage Loan Payments to Purchaser by overnight delivery as soon as possible, but in no event later than two Business Days following Seller’s receipt thereof. After forty-five (45) days following each applicable Transfer Date, Seller shall forward such Mortgage Loan Payments to Purchaser by first class mail within two Business Days following Seller’s receipt thereof. Seller shall endorse each check evidencing a Mortgage Loan Payment to the order of Purchaser and provide Purchaser with sufficient information, as required by the Transfer Instructions, to process each such Mortgage Loan Payment.

Section 4.13. Assignments .

          (a) Assignments

     (1) There shall be no assignments for Mortgage Loans for which the Seller is the Investor or for MERS FNMA Loans.

     (2) Private Investor Loans shall only be assigned to Purchaser if such loans are held of record in the name of the Seller and if the related Investor consents to the assignment. If the Investor consents to the assignments to Purchaser, then Seller will prepare, execute and record assignments of mortgage to Purchaser. Seller will also be responsible for preparing and delivering to Purchaser assignments of mortgage in blank to the Investor. Purchaser shall be responsible for executing and delivering

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

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the assignment of mortgage in blank to the Investor. With respect to any Private Investor Loans held of record by an Investor, Seller shall assist Purchaser in obtaining limited powers of attorney from such Investor for servicing purposes.

     (3) No later than the applicable Transfer Date, other than a Subsequent Flow Offering Transfer Date, Seller shall prepare and record an assignment to Purchaser for all FNMA Loans that have not been previously registered with MERS.

     (4) Seller shall be responsible for obtaining and recording any intervening assignments, at Seller’s sole cost and expense.

          (b) MERS Registration and Transfers

     (1) For all MERS FNMA Loans, the Seller, with the cooperation of Purchaser, shall cause MERS’ records to reflect the transfer of Servicing Rights to the Purchaser, effective as of the related Transfer Date.

     (2) For all Subsequent Flow Mortgage Loans that are FNMA Loans originated in the name of MERS, as nominee for MLCC, Purchaser shall register such loans with MERS under Purchaser’s MERS Mortgage Identification Number so that MERS’ records reflect Purchaser as the servicer on the related FNA Loan.

          (c) Costs. (1) Purchaser and Seller shall equally bear the cost of (i) preparing and recording the Assignments described in Sections 4.13(a)(2) and (3); (ii) the transfer fee incurred for transfer pursuant to Section 4.13(b)(1); and (iii) the registration fee for registration pursuant to Section 4.13(b)(2).

          (2) Notwithstanding the foregoing, as to any Mortgage Loans as to which MLCC is the Investor, upon the sale of such Mortgage Loans to another Investor, upon the consent of such Investor, Seller will (i) prepare, execute and record assignments of mortgage to Purchaser and (ii) will prepare and deliver assignments of mortgage in blank from Purchaser to the Investor. Purchaser shall execute and deliver such assignments in blank from Purchaser to the Investor. Purchaser and Seller shall equally bear the cost of preparing and recording any such assignments of mortgage. If an Investor directs MLCC to assign any Mortgage Loans to that Investor, MLCC shall bear the cost of preparing and recording such assignments.

          (d) Post Recording Deliveries . Recorded Assignments required by this Section 4.13 shall be delivered to Purchaser within twelve months (or in New York, Pennsylvania and Minnesota, no later than eighteen (18) months, (ii) in the U.S. Virgin Islands, no later than twenty-four (24) months and (iii) in Puerto Rico, no later than five (5) years) after the related Transfer Date. Seller shall forward, or cause to be forwarded, recorded Assignments to Purchaser as Seller receives such Assignments.

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Section 4.14. Schedule of Advances .

     On or before each applicable Adjustment Date, Purchaser shall have received from Seller a schedule, certified as being true and correct on behalf of Seller by an authorized officer thereof, setting forth the Advances as of each applicable Transfer Date with respect to the servicing physically transferred on that date, which schedule shall contain all the information as required by the Transfer Instructions.

Section 4.15. Mortgage Files. Set-up Files and Custodial Files .

          (a) With respect to any Mortgage Loan for which the related Servicing Rights are transferred from Seller to Purchaser pursuant to this Agreement (except a Cendant Mortgage Loan), Seller shall deliver the Mortgage File to Purchaser within the twelve (12) month period (or, in the case of Mortgaged Properties in (i) New York, Pennsylvania and Minnesota, the eighteen (18) month period, (ii) U.S. Virgin Islands, the twenty-four (24) month period and (iii) Puerto Rico, the five (5) year period) immediately following the related Transfer Date. Seller may deliver any of the documents contained in the Mortgage File individually. If Seller fails to deliver the entire Mortgage File for a given Mortgage Loan within the period specified in the second preceding sentence, Seller shall pay Purchaser a penalty of $ [ * * * ] with respect to that Mortgage Loan for each month in which Seller fails to deliver such Mortgage File after the end of such period. In no event shall the aggregate penalty for any Mortgage Loan exceed $ [ * * * ] . If, in connection with any Mortgage Loan, Seller cannot deliver the related Mortgage or Assignment (if any) with evidence of recording thereon as provided above, solely because of a delay caused by the public recording office to which such Mortgage or Assignment has been delivered for recordation, Seller shall deliver to Purchaser an officer’s certificate of Seller stating that such Mortgage and/or Assignment has been delivered to the appropriate public recording official for recordation. If such certificate is provided, Seller shall not be subject to the penalty set forth above. Seller shall promptly deliver to Purchaser such Mortgage and/or Assignment with evidence of recording indicated thereon upon receipt thereof from the public recording official. Notwithstanding the above, Seller shall use all reasonable efforts to cause each original Mortgage or Assignment with evidence of recording thereon to be delivered to Purchaser within the time period set forth above.

          (b) Seller shall also act as a document custodian and shall provide copies of any other Mortgage Loan Documents to Purchaser within two (2) Business Days of request. The procedures for requesting and delivering such documents are more particularly set forth in the Operations Guide.

          (c) As to any Subsequent Flow Mortgage Loan, Seller shall electronically transmit the related master file information to Purchaser’s EDP within six (6) Business Days after the later of (i) Seller’s receipt of the related closing documents from the closing agent and (ii) expiration of the related Mortgagor’s right to rescind. The Set-up File for such Subsequent Flow Mortgage Loan shall be sent to Purchaser within ten (10) Business Days after the date the master file information is transmitted to Purchaser’s EDP. Seller may include Mortgage File documents with the Set-up File documents, in which case Seller shall have no further delivery responsibilities with regard to such Mortgage File documents. Seller may deliver any remaining Mortgage File documents to Purchaser as received.

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

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          (d) If Purchaser requests delivery to it of an original Mortgage Note from an Investor or its custodian, as applicable, and the Investor or its custodian does not have the original Mortgage Note, Purchaser shall contact Seller, and Seller shall work with Purchaser to fulfill the servicing responsibility that gave rise to Purchaser’s request for the original Mortgage Note.

          (e) Purchaser shall provide to Seller on a periodic basis reports detailing certain Set-up Files and Mortgage Files (respectively referred to as "Set-up File Trailing Documents Reports" and "Mortgage File Trailing Documents Reports") that do not contain the applicable documentation as required under this Agreement. A Set-up File Trailing Documents Report shall (i) be provided to Seller at least weekly, beginning in May 2000, (ii) be arranged by MLCC loan number (in ascending order), (iii) include each related Mortgagor’s last name and (iv) detail each missing document as of the report date. A Mortgage File Trailing Documents Report shall (i) be provided to Seller no later than the tenth (10 ^th ) day of each month beginning in May 2000, (ii) be arranged by MLCC loan number (in ascending order), (iii) include each related Mortgagor’s last name and (iv) detail each missing document as of the report date.

          (f) Seller shall be responsible for completing the delivery of all Mortgage Files, Set-up Files and other documents within the timeframes required by this Agreement. If, as of the last day of any calendar month, the number of individual documents (excluding Mortgages and Assignments in the process of being recorded) that have not been delivered to Purchaser within such timeframes (the "Undelivered Document Population") exceeds [ * * * ] of the total number of individual documents required to have been delivered by such date pursuant to the Agreement (the "Designated Population"), Purchaser shall be entitled to institute a holdback of [ * * *] of the Subsequent Flow Offering Purchase Price on purchases of Subsequent Flow Offering Servicing Rights effected after such date. Any such holdback shall continue until the last day of the calendar month as of which date the Undelivered Document Population is reduced to less than or equal to [ * * * ] the Designated Population as of such date. In connection with these provisions and prior to their becoming effective, Purchaser and Seller shall jointly develop a mechanism to determine this calculation. Upon agreement by the parties, the parties shall document the agreed-upon process in the Operations Guide. In the calendar month following such agreement, Purchaser shall deliver a detailed calculation to Seller no later than the tenth (10 ^th ) day of each month, beginning in May 2000.

Section 4.16. Transfer of Custodial Funds and Related Escrow Funds; Reconciliation .

          (a) (i) On or before each applicable Adjustment Date and subject to Section 4.16(b) herein, Seller shall wire transfer to Purchaser the applicable agreed-upon Related Escrow Funds and all other appropriate collections relating to the applicable Mortgage Loans and (ii) on or before each applicable Payment Date and subject to Section 4.16(b) herein, Seller shall wire transfer to Purchaser all applicable Custodial Funds.

          (b) No later than each applicable Payment Date, Seller shall fully reconcile and resolve on a loan level basis as of each applicable Transfer Date (i) the reports generated by Seller’s EDP with the balances of the applicable Custodial Funds Accounts, Related Escrow Funds Accounts, and Advances; (ii) the reports generated by Seller’s EDP with Investor’s records and reports for the applicable Servicing Rights; (iii) any Cash Outages (including Pool to security balance reconciliation and the expected cash reconciliation); and (iv) all outstanding items through

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

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and including the applicable Cut-Off Date. Seller shall be responsible for any payments or adjustments necessary on or before each applicable Transfer Date, to bring such Custodial Funds Accounts, Related Escrow Funds Accounts, and Advances to full reconciliation, so that all accounts are fully reconciled, balanced, and whole for the benefit of Purchaser.

Section 4.17. Assumptions. Payoffs, Loss Drafts, Repair Escrows, and Pending Name Changes .

          (a) Documentation . Seller shall deliver to Purchaser, on or before the applicable Delivery Date and in accordance with the Transfer Instructions: a list of all applicable Mortgage Loans with pending assumptions, paid-in-fulls, partial releases, loss drafts, repair escrows, and pending Mortgagor name changes.

          (b) Assumptions . With regard to pending assumptions, Seller shall deliver to Purchaser copies of all applicable assumption statements generated by Seller within the sixty-(60) days preceding each applicable Transfer Date.

          (c ) Paid-In-Full Mortgage Loans and Partial Releases .

     (i) With regard to pending payoffs, Seller shall (A) apply all payoff checks received through the Cut-Off Date and (B) as to all payoff checks received after the Cut-Off Date, within two Business Days after Seller’s receipt of any such check, either forward such check to Purchaser via overnight delivery or wire transfer to Purchaser the amount of such check, and Seller shall reimburse Purchaser for any additional per diem interest incurred with respect to the amount of any such check not forwarded or wire-transferred to Purchaser within such two-Business-Day period. With respect to any payoff check forwarded to Purchaser in accordance with the preceding sentence, Seller shall endorse such check and shall provide Purchaser with sufficient information to process such check as required by the Transfer Instructions. Any outstanding balances resulting from short payoffs and the preparation of satisfactions/releases with regard to Mortgage Loans that pay in full from each applicable Sale Date through each applicable Transfer Date shall be the responsibility of Seller.

     (ii) With regard to pending partial releases, Seller shall forward to Purchaser, on or before the applicable Delivery Date, copies of all correspondence forwarded for approval to any Investor.

Section 4.18. Payment of Investor Remittances .

     With respect to each Mortgage Loan serviced for FNMA, after each applicable Transfer Date, Seller shall make the principal and interest remittance due to FNMA in accordance with the following: (a) no later than the earlier of (i) each applicable Adjustment Date and (ii) two (2) Business Days immediately preceding the day the remittance is due, Seller will provide Purchaser with documentation showing the amount due to FNMA; (b) Purchaser shall verify the amount described in clause (a); (c) no later than noon, Jacksonville, Florida time, on the Business Day immediately preceding the day that the remittance is due, Purchaser shall wire transfer the amount of the remittance to Seller in immediately available funds; and (d) Seller shall pay the remittance to

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FNMA no later than the date that the remittance is due. With respect to each Mortgage Loan serviced for an Investor other than FNMA, after each applicable Transfer Date, Purchaser shall be responsible for making all Investor remittances in accordance with all Applicable Requirements.

Section 4.19. Misapplied Payments and NSF .

     All misapplied payments and all payment reversals resulting from the return of checks due to insufficient funds ("NSF") shall be processed as follows:

          (a) All parties shall cooperate in correcting misapplication errors and NSF;

          (b) The party receiving notice of a misapplied payment or NSF occurring before the relevant Transfer Date and discovered after each applicable Sale Date shall, within two Business Days of receiving such notice, notify the other party and shall accompany such notification with a copy of the applicable canceled or returned check or similar supporting documentation (unless the other party is the party that has access to such documentation);

          (c) If a misapplied payment or NSF that occurred before the relevant Transfer Date cannot be reconciled and results in a shortage in Custodial Funds or Related Escrow Funds, Seller shall reimburse Purchaser for the amount of such shortage within ten (10) Business Days after Seller’s receipt of Purchaser’s demand therefor accompanied by supporting documentation;

          (d) If a misapplied payment or NSF that occurred before the relevant Transfer Date has created an improper Purchase Price as the result of an inaccurate outstanding principal balance, a check shall be issued to the party shorted by the improper payment application or NSF, within ten (10) Business Days after written notice thereof by the other party accompanied by supporting documentation; and

          (e) Any check issued pursuant to this Section shall be accompanied by a statement indicating the purpose of the check, the applicable Mortgagor, the Mortgaged Property address and the corresponding Seller and/or Purchaser account number.

Section 4.20. Tax Reporting .

          (a) Seller shall be responsible for the preparation and filing of all reports required by the IRS for any Mortgage Loan that was paid in full prior to the related Transfer Date. For Mortgage Loans (other than Subsequent Flow Mortgage Loans) as to which Servicing Rights are transferred to Purchaser during the year 2000 and thereafter, Seller shall be responsible for the preparation and filing of all reports required by the IRS through the related Cut-Off Date, and Purchaser shall be responsible for the preparation and filing of all reports required by the IRS after the related Cut-Off Date.

          (b) With respect to the Subsequent Flow Mortgage Loans, Purchaser shall be responsible for the preparation and filing of all reports required by the IRS. At such time as Seller electronically transmits master file information to Purchaser’s EDP, pursuant to the Operations Guide, Seller shall furnish to Purchaser the applicable tax reporting, including, but not limited to discount points if the Mortgage Loan was for the purchase of a primary residence.

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          (c) To the extent Seller has such documents in its possession, Seller shall provide to Purchaser photocopies of IRS Forms W-8 and W-9, as applicable, executed by the Mortgagor (or equivalent documentation acceptable to Purchaser) on all Mortgage Loans upon request.

Section 4.21. Delivery of Tax Bills, Insurance Premiums, Etc .

     For a period of sixty (60) days following each applicable Transfer Date, Seller shall forward to Purchaser by overnight delivery, within two Business Days following Seller’s receipt thereof, any bill that Seller receives in connection with any Mortgage Loan, including, but not limited to, tax bills and bills for hazard, flood, earthquake or private mortgage insurance premiums. After each sixty (60) day period, Seller shall forward such bills to Purchaser by first class mail within two Business Days following Seller’s receipt thereof.

Section 4.22. Flood Insurance Determination Contracts .

          (a) Seller shall obtain, at Seller’s sole cost and expense, before each applicable Transfer Date, "life of loan" or "life-time" transferable flood insurance determination contracts on each Mortgage Loan. With respect to all Mortgage Loans other than Subsequent Flow Mortgage Loans, Seller shall assign to Purchaser, on or promptly following each applicable Transfer Date, the related certified and guaranteed assignable flood insurance determination contracts Seller obtained for such Mortgage Loans. Seller and Purchaser shall equally share responsibility for any fees required to transfer such flood insurance determination contracts to Purchaser. On Subsequent Flow Mortgage Loans, Seller shall obtain the life of loan or life-time contract in the name of Purchaser.

          (b) Seller shall continue to utilize its current carrier of coverage under flood insurance determination contracts during the term of this Agreement except as provided herein. Purchaser shall give Seller 90 days’ prior written notice of Purchaser’s desire to change its then-current carrier of coverage under flood insurance determination contracts. For a period of 30 days after receiving such notice, Seller shall have the right to reject the new carrier selected by Purchaser, and Seller shall deliver written notice of any such rejection to Purchaser before the expiration of such 30-day period. If Seller fails to reject the new carrier selected by Purchaser, Seller shall be deemed to have agreed to Purchaser’s selection. Notwithstanding the foregoing, if Purchaser approves or fails to reject the new carrier, then Seller shall, within such ninety (90) day notice period, negotiate in good faith (i) an agreement with the new carrier and (ii) an agreement with Purchaser covering the procedures for implementing the change, including but not limited to the allocation between Purchaser and Seller of the costs (including but not limited to termination fees) of implementing the change. If Seller fails to reach an agreement with the new carrier or with Purchaser within such ninety (90) day period, Purchaser and Seller shall each continue to use the then-current carrier.

Section 4.23. Seller’s Limited Powers of Attorney and Limited Signature Authority .

     Seller agrees to provide Purchaser on the Bulk Offering Transfer Date with limited powers of attorney in the agreed upon forms attached hereto as Exhibit G-1, and Exhibit G-2. Seller shall appoint a limited number of assistant vice presidents (or more senior officers) of Purchaser, who are also "department heads" of Purchaser, as "Limited Authorized Signatories" of Seller as set forth in Seller’s corporate resolution.

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Section 4.24. Updated Exhibits and Schedules .

     As soon as possible, and in any event no later than the applicable Delivery Date, Purchaser shall have received from Seller updated versions of each then-relevant exhibit and schedule hereto, certified as being true and correct on behalf of Seller by an authorized officer thereof, with respect to the Servicing Rights transferred on that date.

Section 4.25. Outsource Vendor Contracts .

     Purchaser shall not assume any of Seller’s obligations under the Outsource Vendor contracts. A list of the Outsource Vendors is attached as Schedule 4.26.

Section 4.26. Bi-Saver Loans .

     Purchaser agrees to incur any and all expenses associated with the transfer of bi-weekly payment program Mortgage Loans to Purchaser’s EDP. Seller agrees not to cancel any bi-weekly payment program agreements. Seller also agrees to provide Purchaser with all reasonable assistance necessary to transfer the bi-weekly payment program Mortgage Loans to Purchaser’s EDP. Seller agrees that the Subsequent Flow Mortgage Loans shall not include any bi-weekly payment program Mortgage Loans without Purchaser’s prior written consent.

Section 4.27. Conversion Data .

          (a) Deliveries. Seller shall deliver to Purchaser, or Purchaser’s designee, at Seller’s sole cost, Seller’s master mortgage servicing data, in a form acceptable to Purchaser, and in accordance with the terms and conditions of the Transfer Instructions.

          (b) Corrections. Before delivering to Purchaser, or Purchaser’s designee, any scheduled conversion data, Seller shall use its best efforts to correct, at Seller’s sole cost, any information that Seller or Purchaser has identified as incorrect or defective.

          (c) Seller and Purchaser shall equally share the costs of effecting any full-file-conversion transfer.

Section 4.28. Transfer Instructions .

     Seller and Purchaser shall comply in all material respects with the Transfer Instructions.

Section 4.29. Seller to Service Additional Collateral .

     Notwithstanding anything to the contrary in this Agreement, Seller shall service and administer all Additional Collateral, it being understood and agreed that only Seller shall service and administer the related securities accounts, lines of credit, Equity Access ^® Mortgages, and guarantees with respect to Additional Collateral Agreements.

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Section 4.30. Commencement of Lawsuits .

     Purchaser shall commence no lawsuit (including but not limited to, collection, bankruptcy, foreclosure, or eviction proceedings relating to any Mortgage Loan) in Seller’s name without Seller’s prior consent. Except to the extent otherwise provided in Article X, Seller shall have the righ