EXHIBIT 10.1





 


 


FORM OF FLOW MORTGAGE LOAN SERVICING AGREEMENT


 


between


 


[SERVICER],


as Servicer,


 


and


 


REDWOOD RESIDENTIAL ACQUISITION CORPORATION,


as Owner


 


__________ __, 20__


 


Residential Mortgage Loans 


 


  




    	 	 



     


    

 


TABLE OF CONTENTS


 


	 	 	 	Page
	 	 	 	 
	SECTION 1.	Definitions	1
	 	 	 
	SECTION 2.	Acknowledgement	14
	 	 	 
	SECTION 3.	Mortgage Loan Schedule	14
	 	 	 
	SECTION 4.	Delivery of Servicing Files; Possession of Mortgage Files; Transfer Costs	14
	 	 	 	 
	Subsection 4.01	Delivery of Servicing Files	14
	 	 	 
	Subsection 4.02	Possession of Mortgage Files	14
	 	 	 
	Subsection 4.03	Transfer Expenses	15
	 	 	 	 
	SECTION 5.	Inspection of Documents	15
	 	 	 
	SECTION 6.	Helping Families Notice	15
	 	 	 
	SECTION 7.	Representations and Warranties; Effect of Breach	16
	 	 	 	 
	Subsection 7.01	Servicer Representations and Warranties	16
	 	 	 
	Subsection 7.02	Owner Representations and Warranties	17
	 	 	 
	Subsection 7.03	Representations and Warranties Regarding Individual Mortgage Loans	18
	 	 	 
	Subsection 7.04	Repurchase or Substitution of Mortgage Loans by Originator	20
	 	 	 	 
	SECTION 8.	Closing Conditions	20
	 	 	 
	SECTION 9.	Costs	21
	 	 	 
	SECTION 10.	Administration and Servicing of Mortgage Loans	21
	 	 	 	 
	Subsection 10.01	Servicer to Act as Servicer; Subservicing	21
	 	 	 
	Subsection 10.02	Liquidation of Mortgage Loans	24
	 	 	 
	Subsection 10.03	Collection of Mortgage Loan Payments	24
	 	 	 
	Subsection 10.04	Establishment of Custodial Account; Deposits in Custodial Account	25
	 	 	 
	Subsection 10.05	Withdrawals From the Custodial Account	26
	 	 	 
	Subsection 10.06	Establishment of Escrow Account; Deposits in Escrow Account	27
	 	 	 
	Subsection 10.07	Withdrawals From Escrow Account	28
	 	 	 
	Subsection 10.08	Payment of Taxes, Insurance and Other Charges; Collections Thereunder	28
	 	 	 
	Subsection 10.09	Transfer of Accounts	29
	 	 	 
	Subsection 10.10	Maintenance of Hazard Insurance	29


 




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	 	 	 	Page
	 	 	 	 
	Subsection 10.11	Maintenance of Primary Mortgage Insurance Policy; Claims	30
	 	 	 
	Subsection 10.12	Fidelity Bond; Errors and Omissions Insurance	31
	 	 	 
	Subsection 10.13	Title, Management and Disposition of REO Property	31
	 	 	 
	Subsection 10.14	Servicing Compensation	32
	 	 	 
	Subsection 10.15	Distributions	32
	 	 	 
	Subsection 10.16	Statements to the Owner	33
	 	 	 
	Subsection 10.17	Assumption Agreements	34
	 	 	 
	Subsection 10.18	Satisfaction of Mortgages and Release of Mortgage Files	34
	 	 	 
	Subsection 10.19	Servicer Shall Provide Access and Information as Reasonably Required	35
	 	 	 
	Subsection 10.20	Inspections	35
	 	 	 
	Subsection 10.21	Restoration of Mortgaged Property	36
	 	 	 
	Subsection 10.22	Fair Credit Reporting Act	36
	 	 	 
	Subsection 10.23	Prepayment Charges	37
	 	 	 
	Subsection 10.24	Recovery and Reimbursement of Advances	37
	 	 	 	 
	SECTION 11.	The Servicer	38
	 	 	 	 
	Subsection 11.01	Indemnification; Third Party Claims	38
	 	 	 
	Subsection 11.02	Merger or Consolidation of the Servicer	38
	 	 	 
	Subsection 11.03	Limitation on Liability of the Servicer and Others	39
	 	 	 
	Subsection 11.04	Servicer Resignation Requirements	39
	 	 	 
	Subsection 11.05	No Liability for Failure to Deliver Servicing Files	39
	 	 	 	 
	SECTION 12.	Default	40
	 	 	 	 
	Subsection 12.01	Events of Default	40
	 	 	 
	Subsection 12.02	Waiver of Default	41
	 	 	 	 
	SECTION 13.	Termination	41
	 	 	 	 
	Subsection 13.01	Termination	41
	 	 	 
	Subsection 13.02	Successors to the Servicer	42
	 	 	 
	Subsection 13.03	Termination by Owner	43
	 	 	 	 
	SECTION 14.	Notices	43
	 	 	 
	SECTION 15.	Severability Clause	44
	 	 	 
	SECTION 16.	No Partnership	44
	 	 	 
	SECTION 17.	Counterparts	44


 




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	 	 	Page
	 	 	 
	SECTION 18.	Governing Law; Choice of Forum; Waiver of Jury Trial	44
	 	 	 
	SECTION 19.	Waivers	45
	 	 	 
	SECTION 20.	Exhibits	45
	 	 	 
	SECTION 21.	General Interpretive Principles	45
	 	 	 
	SECTION 22.	Reproduction of Documents	46
	 	 	 
	SECTION 23.	Amendment	46
	 	 	 
	SECTION 24.	Confidentiality	46
	 	 	 
	SECTION 25.	Entire Agreement	47
	 	 	 
	SECTION 26.	Further Agreements	47
	 	 	 
	SECTION 27.	Successors and Assigns	47
	 	 	 
	SECTION 28.	Non-Solicitation	48
	 	 	 
	SECTION 29.	Protection of Consumer Information	49
	 	 	 
	SECTION 30.	Cooperation of the Servicer With a Reconstitution; Regulation AB Compliance	49


 




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EXHIBITS


 


	EXHIBIT 1	FORM OF SERVICER ACKNOWLEDGEMENT
	 	 
	EXHIBIT 2	FORM OF NOTICE OF SALE OF OWNERSHIP OF MORTGAGE LOAN
	 	 
	EXHIBIT 3	TRANSFER INSTRUCTIONS
	 	 
	ADDENDUM I	REGULATION AB COMPLIANCE ADDENDUM
	 	 
	ADDENDUM II	ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT


 




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FLOW MORTGAGE LOAN SERVICING AGREEMENT


 


THIS FLOW MORTGAGE
LOAN SERVICING AGREEMENT (the “Agreement”), dated __________ __, 20__ is hereby executed by and between REDWOOD
RESIDENTIAL ACQUISITION CORPORATION, a Delaware corporation, as owner of the mortgage loans described herein, including
the related servicing rights (the “Owner”), and [Servicer], a
[                      ],
as servicer of such mortgage loans (the “Servicer”).


 


WITNESSETH:


 


WHEREAS, the Owner
owns or will acquire from time to time certain conventional, residential, first-lien mortgage loans as described herein, including
the related servicing rights; and


 


WHEREAS, the parties
desire to agree to the terms and conditions upon which the Servicer will service and administer the mortgage loans as set forth
herein;


 


NOW, THEREFORE, in
consideration of the premises and mutual agreements set forth herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Owner and the Servicer agree as follows:


 


SECTION
1.  Definitions.


 


For purposes of this
Agreement, the following capitalized terms shall have the respective meanings set forth below.


 


Adjustable Rate
Mortgage Loan: A Mortgage Loan purchased pursuant to this Agreement which provides for the adjustment of the Mortgage Interest
Rate payable in respect thereto.


 


Adjustment Date:
As to each Adjustable Rate Mortgage Loan, the date on which the Mortgage Interest Rate is adjusted in accordance with the terms
of the related Mortgage Note and Mortgage.


 


Affiliate: When
used with reference to a specified Person, any Person that (i) directly or indirectly controls or is controlled by or is under
common control with the specified Person, (ii) is an officer of, partner in or trustee of, or serves in a similar capacity
with respect to, the specified Person or of which the specified Person is an officer, partner or trustee, or with respect to which
the specified Person serves in a similar capacity, or (iii) directly or indirectly is the beneficial owner of 10% or more of any
class of equity securities of the specified Person or of which the specified Person is directly or indirectly the owner of 10%
or more of any class of equity securities.


 




    	 	 



     


    

 


Agency Transfer:
The sale or transfer by the Owner of some or all of the Mortgage Loans to Fannie Mae, Ginnie Mae or Freddie Mac while retaining
Servicer as servicer.


 


Agreement: This
Flow Mortgage Loan Servicing Agreement including all exhibits, schedules, amendments and supplements hereto.


 


Ancillary Fees:
With respect to any Mortgage Loan, charges for late Monthly Payments, charges for dishonored checks, pay-off fees, assumption fees,
commissions and administrative fees on insurance and similar fees and charges collected from or assessed against the related Mortgagor,
other than those charges payable to another party under the terms of the applicable Servicing Agreement.


 


Applicable Requirements:
With respect to the Mortgage Loans as of the time of reference, (i) the terms of the applicable Mortgage and Mortgage Note; (ii)
Customary Servicing Procedures; (iii) all federal, state and local laws, statutes, rules, regulations and ordinances applicable
to the servicing of the Mortgage Loans, including, without limitation, the applicable requirements and guidelines of any insurer,
or any other governmental agency, board, commission, instrumentality or other governmental or quasi-governmental body or office;
(iv) all other judicial and administrative judgments, orders, stipulations, awards, writs and injunctions applicable to the servicing
of the Mortgage Loans; and (v) all contractual obligations relating to the servicing of the Mortgage Loans, including without limitation
those contractual obligations contained in the applicable Servicing Agreement or in any agreement relating to the Mortgage Loans
with any insurer or in the Mortgage File.


 


Appraised Value:
With respect to any Mortgaged Property, the lesser of (i) the value (or Reconciled Market Value if more than one appraisal is received)
thereof as determined by a Qualified Appraiser at the time of origination of the Mortgage Loan, and (ii) the purchase price paid
for the related Mortgaged Property by the Mortgagor with the proceeds of the Mortgage Loan; provided, however, that in the
case of a Refinanced Mortgage Loan, such value (or Reconciled Market Value if more than one appraisal is received) of the Mortgaged
Property is based solely upon the value determined by an appraisal or appraisals made for the originator of such Refinanced Mortgage
Loan at the time of origination of such Refinanced Mortgage Loan by a Qualified Appraiser.


 


Appraiser Independence
Requirements: The Appraiser Independence Requirements effective as of October 15, 2010, as amended and in effect from time
to time.


 


Assignment of Mortgage:
An individual assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form, sufficient under the
laws of the jurisdiction in which the related Mortgaged Property is located to give record notice of the sale of the Mortgage to
the Owner. With respect to any MERS Mortgage loan, an Assignment of Mortgage shall mean the appropriate notice of transfer sufficient
under the governing instruments of MERS to reflect a transfer of the Mortgage Loan within MERS.


 




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Assumed Principal
Balance: As to each Mortgage Loan as of any date of determination, (i) the principal balance of the Mortgage Loan outstanding
as of the Cut-off Date after application of payments due on or before the Cut-off Date, whether or not received, minus (ii) all
amounts previously distributed to the Owner with respect to the Mortgage Loan pursuant to Subsection 10.15 and representing payments
or other recoveries of principal.


 


Business Day:
Any day other than (i) a Saturday or a Sunday, or (ii) a legal holiday in the State of California, the State of [New Jersey] or
the State of [New York], or (iii) a day on which banks in the State of California, the State of [New Jersey] or the State of [New
York] are authorized or obligated by law or executive order to be closed.


 


Closing Date:
The date or dates, set forth in the related Servicer Acknowledgement, on which the Owner will purchase the Mortgage Loans identified
therein.


 


Code: The Internal
Revenue Code of 1986, as amended, or any successor statute thereto.


 


Commission:
The United States Securities and Exchange Commission.


 


Condemnation Proceeds:
All awards, compensation and settlements in respect of a taking (whether permanent or temporary) of all or part of a Mortgaged
Property by exercise of the power of condemnation or the right of eminent domain, to the extent not required to be released to
a Mortgagor in accordance with the terms of the related Mortgage Note or Mortgage.


 


Consumer Information:
Any personally identifiable information in any form (written electronic or otherwise) relating to a Mortgagor, including, but not
limited to: a Mortgagor’s name, address, telephone number, Mortgage Loan number, Mortgage Loan payment history, delinquency
status, insurance carrier or payment information, tax amount or payment information; the fact that the Mortgagor has a relationship
with the Servicer or the originator of the related Mortgage Loan; and any other non-public personally identifiable information.


 


Custodial Account:
As defined in Subsection 10.04.


 


Customary Servicing
Procedures: With respect to any Mortgage Loan, those mortgage servicing practices (including collection procedures) of prudent
mortgage banking institutions which service mortgage loans of the same type as such Mortgage Loan in the jurisdiction where the
related Mortgaged Property is located, and which are in accordance with Fannie Mae servicing practices and procedures for MBS pool
mortgages, as defined in the Fannie Mae Guides including future updates, or as such mortgage servicing practices may change from
time to time.


 




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Cut-off Date:
With respect to each Mortgage Loan, the first day of the month of the related Closing Date or such other date as is set forth in
the related Servicer Acknowledgement.


 


Determination Date:
With respect to each Remittance Date, the 15th day (or, if such 15th day is not a Business Day, the following Business Day) of
the month in which such Remittance Date occurs.


 


Due Date: The
day of the month on which the Monthly Payment is due on a Mortgage Loan, exclusive of any days of grace.


 


Due Period:
With respect to each Remittance Date, the period beginning on the second day of the month preceding the month of the Remittance
Date, and ending on the first day of the month of the Remittance Date.


 


Eligible Account:
Any account or accounts maintained with a federal or state chartered depository institution or trust company the short-term and
long-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is the principal
subsidiary of a holding company, the debt obligations of such holding company) are rated in the highest rating category of each
Rating Agency with respect to short-term unsecured debt obligations and in one of the two highest rating categories of each Rating
Agency with respect to long-term unsecured debt obligations at the time any amounts are held on deposit therein. Eligible Accounts
may bear interest. If the rating of the short-term or long-term unsecured debt obligations of the depository institution or trust
company that maintains the account or accounts is no longer in the highest rating category of each Rating Agency with respect to
short-term unsecured debt obligations or in one of the two highest rating categories of each Rating Agency with respect to long-term
unsecured debt obligations, the funds on deposit therewith in connection with this Agreement shall be transferred to an Eligible
Account within 30 days of such downgrade.


 


Eligible Investments:
Any one or more of the following obligations or securities:


 


(i)          direct
obligations of, and obligations fully guaranteed by the United States of America or any agency or instrumentality of the United
States of America the obligations of which are backed by the full faith and credit of the United States of America;


 


(ii)         (a) demand
or time deposits, federal funds or bankers’ acceptances issued by any depository institution or trust company incorporated
under the laws of the United States of America or any state thereof and subject to supervision and examination by federal and/or
state banking authorities, provided that the commercial paper and/or the short-term deposit rating and/or the long-term unsecured
debt obligations or deposits of such depository institution or trust company at the time of such investment or contractual commitment
providing for such investment are rated in the highest rating category by each Rating Agency for long-term unsecured debt with
a maturity of more than one year or in the highest rating category with respect to short-term obligations and (b) any other
demand or time deposit or certificate of deposit that is fully insured by the FDIC;


 




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(iii)        repurchase
obligations with a term not to exceed thirty (30) days and with respect to (a) any security described in clause (i) 
above and entered into with a depository institution or trust company (acting as principal) described in clause (ii)(a) above;


 


(iv)        securities
bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States of America or
any state thereof that are rated in the highest rating category for long-term unsecured debt with a maturity of more than one year
or in the highest rating category with respect to short-term obligations by each Rating Agency, in each case at the time of such
investment or contractual commitment providing for such investment; provided, however, that securities issued by any particular
corporation will not be Eligible Investments to the extent that investments therein will cause the then outstanding principal amount
of securities issued by such corporation and held as Eligible Investments to exceed 10% of the aggregate outstanding principal
balances of all of the Mortgage Loans and Eligible Investments;


 


(v)         commercial
paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified
date not more than one year after the date of issuance thereof) which are rated in the highest rating category by each Rating Agency
at the time of such investment; and


 


(vi)        any
money market funds rated in one of the two highest rating categories by each Rating Agency for long-term unsecured debt with a
maturity of more than one year or in the highest rating category by each Rating Agency with respect to short-term obligations;


 


provided, however,
that no instrument or security shall be an Eligible Investment if such instrument or security evidences a right to receive only
interest payments with respect to the obligations underlying such instrument or if such security provides for payment of both principal
and interest with a yield to maturity in excess of 120% of the yield to maturity at par or if such investment or security is purchased
at a price greater than par.


 


Escrow Account:
As defined in Subsection 10.06.


 


Escrow Payments:
The amounts constituting ground rents, taxes, assessments, Primary Mortgage Insurance Policy premiums, fire and hazard insurance
premiums, flood insurance premiums, condominium charges and other payments as may be required to be escrowed by the Mortgagor with
the Mortgagee pursuant to the terms of any Mortgage Note or Mortgage.


 


Event of Default:
Any one of the conditions or circumstances enumerated in Subsection 12.01.


 




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Fannie Mae:
The entity formerly known as the Federal National Mortgage Association or any successor thereto.


 


Fannie Mae Guides:
The Fannie Mae Sellers’ Guide and the Fannie Mae Servicers’ Guide and all amendments or additions thereto in effect
on and after the related Closing Date.


 


FDIC: The Federal
Deposit Insurance Corporation or any successor thereto.


 


FDPA: The Flood
Disaster Protection Act of 1973, as amended.


 


FHFA: The Federal
Housing Finance Agency or any successors thereto.


 


Fidelity Bond:
The fidelity bond required to be obtained by the Servicer pursuant to Subsection 10.12.


 


FIRREA: The
Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended and in effect from time to time.


 


First Remittance
Date: With respect to each Mortgage Loan Package, the 18th day (or if such 18th day is not a Business Day, the first Business
Day immediately preceding such 18th day) of the calendar month immediately following the Closing Date; provided, however, if the
Transfer Date is not one (1) or more Business Days prior to the first day of such calendar month, such date will be the 18th day
(or if such 18th day is not a Business Day, the first Business Day immediately preceding such 18th day) of the next succeeding
calendar month.


 


Freddie Mac:
The entity formerly known as the Federal Home Loan Mortgage Corporation or any successor thereto.


 


Freddie Mac Guide:
The Freddie Mac Single Family Seller/Servicer Guide and all amendments or additions thereto in effect on and after the related
Closing Date.


 


Full Prepayment:
Any payment of the entire principal balance of a Mortgage Loan which is received in advance of its scheduled Due Date and is not
accompanied by an amount of interest representing scheduled interest due on any date or dates in any month or months subsequent
to the month of prepayment.


 


Ginnie Mae:
The Government National Mortgage Association or any successor thereto.


 


Gross Margin:
With respect to any Adjustable Rate Mortgage Loan, the fixed percentage amount set forth in the related Mortgage Note and the Mortgage
Loan Schedule that is added to the Index on each Adjustment Date in accordance with the terms of the related Mortgage Note to determine
the new Mortgage Interest Rate for such Mortgage Loan.


 




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Helping Families
Act: As defined in Section 6.


 


HUD: The United
States Department of Housing and Urban Development or any successor thereto.


 


Independent:
When used with respect to any other Person, a Person who (a) is in fact independent of another specified Person and any Affiliate
of such other Person, (b) does not have any material direct financial interest in such other Person or any Affiliate of such other
Person, and (c) is not connected with such other Person or any Affiliate of such other Person as an officer, employee, promoter,
underwriter, trustee, partner, director or Person performing similar functions.


 


Index: With
respect to any Adjustable Rate Mortgage Loan, the index identified on the Mortgage Loan Schedule and set forth in the related Mortgage
Note for the purpose of calculating the Mortgage Interest Rate thereon.


 


Initial Rate Cap:
With respect to each Adjustable Rate Mortgage Loan and the initial Adjustment Date therefor, a number of percentage points per
annum that is set forth in the Mortgage Loan Schedule and in the related Mortgage Note, which is the maximum amount by which the
Mortgage Interest Rate for such Adjustable Rate Mortgage Loan may increase or decrease from the Mortgage Interest Rate in effect
immediately prior to such Adjustment Date.


 


Insurance Proceeds:
With respect to each Mortgage Loan, proceeds of insurance policies insuring the Mortgage Loan or the related Mortgaged Property.


 


Lifetime Rate Cap:
As to each Adjustable Rate Mortgage Loan, the maximum Mortgage Interest Rate which shall be as permitted in accordance with the
provisions of the related Mortgage Note.


 


Liquidation Proceeds:
The proceeds received in connection with the liquidation of a defaulted Mortgage Loan through trustee’s sale, foreclosure
sale or otherwise, other than amounts received following the acquisition of REO Property, Insurance Proceeds and Condemnation Proceeds.


 


Loan-to-Value Ratio:
With respect to any Mortgage Loan as of any date of determination, the ratio, expressed as a percentage, of the outstanding principal
balance of the Mortgage Loan on such date to the Appraised Value of the related Mortgaged Property.


 


Loss Mitigation:
Those efforts, other than foreclosure, taken to lessen losses to the Owner when collection efforts have not resulted in a Mortgagor
curing a delinquency or if required by Applicable Requirements. Such efforts may include advising Mortgagors of various relief
alternatives to foreclosure, receipt and analysis of a Mortgagor’s financial information, determining the value of the Mortgaged
Property and recommending to the Owner approval or denial of a relief alternative, as applicable.


 




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LPMI: Lender
paid mortgage insurance.


 


Master Servicer:
[                             ],
together with its successors and assigns, as master servicer with respect to any Securitization Transaction, or any other master
servicer designated as such with respect to any Securitization Transaction.


 


MERS: Mortgage
Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor
thereto.


 


MERS Mortgage Loan:
Any Mortgage Loan registered with MERS on the MERS System.


 


MERS System:
The system of recording transfers of mortgages electronically maintained by MERS.


 


MIN: The Mortgage
Identification Number for any MERS Mortgage Loan.


 


Minimum Interest
Rate: With respect to each Adjustable Rate Mortgage Loan, a rate that is set forth on the Mortgage Loan Schedule and in the
related Mortgage Note and is the minimum interest rate to which the Mortgage Interest Rate on such Mortgage Loan may be decreased.


 


Monthly Payment:
The scheduled monthly payment on a Mortgage Loan due on any Due Date allocable to principal and/or interest on such Mortgage Loan
pursuant to the terms of the related Mortgage Note.


 


Mortgage: The
mortgage, deed of trust or other instrument securing a Mortgage Note which creates a first lien on an unsubordinated estate in
fee simple in real property securing the Mortgage Note; except that with respect to real property located in jurisdictions in which
the use of leasehold estates for residential properties is a widely-accepted practice, the mortgage, deed of trust or other instrument
securing the Mortgage Note may secure and create a first lien upon a leasehold estate of the Mortgagor. All Mortgages shall be
Fannie Mae/Freddie Mac Uniform Instruments with authorized changes.


 


Mortgage File:
With respect to each Mortgage Loan, all documents required to be included in a “Mortgage File” delivered by the applicable
Originator to the Owner or its custodian, and any additional documents required to be added to the Mortgage File pursuant to this
Agreement.


 


Mortgage Interest
Rate: With respect to each Mortgage Loan, the annual rate at which interest accrues on such Mortgage Loan from time to time
in accordance with the provisions of the related Mortgage Note, including, but not limited to, the limitations on such interest
rate imposed by the Initial Rate Cap, the Periodic Rate Cap, the Minimum Interest Rate and the Lifetime Rate Cap, if any.


 




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Mortgage Loan:
An individual Mortgage Loan that is the subject of this Agreement, as identified on the related Mortgage Loan Schedule, excluding
replaced or repurchased mortgage loans.


 


Mortgage Loan Package:
The pool or group of whole loans purchased on a Closing Date, as described in the Mortgage Loan Schedule annexed to the related
Servicer Acknowledgement.


 


Mortgage Loan Schedule:
The schedule of Mortgage Loans prepared for each Closing Date setting forth the information with respect to each Mortgage Loan
required by the disclosure report format of the Owner, including any replacement loans that are substituted after the Closing Date
pursuant to the related purchase agreement.


 


Mortgage Note:
The note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage. All Mortgage Notes shall be Fannie Mae/Freddie
Mac Uniform Instruments with authorized changes.


 


Mortgaged Property:
The Mortgagor’s real property securing repayment of a related Mortgage Note, consisting of a fee simple interest in a single
parcel of real property improved by a Residential Dwelling.


 


Mortgagee: The
mortgagee or beneficiary named in the Mortgage and the successors and assigns of such mortgagee or beneficiary.


 


Mortgagor: The
obligor on a Mortgage Note, who is an owner of the Mortgaged Property and the grantor or mortgagor named in the Mortgage and such
grantor’s or mortgagor’s successors in title to the Mortgaged Property.


 


NAIC: The National
Association of Insurance Commissioners or any successor organization.


 


OCC: The Office
of the Comptroller of the Currency or any successor thereto.


 


Officer’s
Certificate: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, a President or a Vice President
of the Person on behalf of whom such certificate is being delivered.


 


Opinion of Counsel:
A written opinion of counsel, who may be salaried counsel for the Person on behalf of whom the opinion is being given, reasonably
acceptable to each Person to whom such opinion is addressed, and which must be Independent outside counsel with respect to such
opinion of counsel concerning the taxation or the federal income tax status of a REMIC.


 




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Originator:
With respect to each Mortgage Loan, the entity from which the Owner purchased such Mortgage Loan.


 


Owner: The Person
listed as such in the initial paragraph of this Agreement, together with its successors and assigns as permitted under the terms
of this Agreement.


 


P&I Advance:
Principal and interest related to a Mortgage Loan, including those Mortgage Loans in any pool created to issue mortgage-backed
pass-through certificates or securities, advanced pursuant to this Agreement, together with any amounts advanced pursuant to this
Agreement to pay Prepayment Interest Shortfalls, subject to the limitation on advances of Prepayment Interest Shortfalls described
in Section 10.15.


 


Partial Prepayment:
Any payment of principal on a Mortgage Loan, other than a Full Prepayment, which is received in advance of its scheduled Due Date
and is not accompanied by an amount of interest representing scheduled interest due on any date or dates in any month or months
subsequent to the month of prepayment.


 


Periodic Rate Cap:
As to each Adjustable Rate Mortgage Loan, the maximum increase or decrease in the Mortgage Interest Rate, on any Adjustment Date
as provided in the related Mortgage Note, if applicable.


 


Person: An individual,
corporation, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization
or government or any agency or political subdivision thereof.


 


Prepayment Charge:
With respect to each Mortgage Loan, the fee payable by the Mortgagor if the Mortgagor prepays such Mortgage Loan within a certain
period of time as provided in the related Mortgage Note or Mortgage.


 


Prepayment Interest
Shortfall: As to any Remittance Date and any Mortgage Loan, (a) if such Mortgage Loan was the subject of a Full Prepayment
during the related Principal Prepayment Period, the excess of one month’s interest on the Assumed Principal Balance of such
Mortgage Loan outstanding immediately prior to such prepayment, over the amount of interest actually paid by the Mortgagor in respect
of such Principal Prepayment Period, and (b) if such Mortgage Loan was the subject of a Partial Prepayment during the related Principal
Prepayment Period, an amount equal to the excess of one month’s interest at the Mortgage Interest Rate on the amount of such
Partial Prepayment, over the amount of interest actually paid by the Mortgagor in respect of such Partial Prepayment during such
Principal Prepayment Period.


 


Primary Mortgage
Insurance Policy: Mortgage guaranty insurance, if any, on an individual Mortgage Loan, as evidenced by a policy or certificate,
issued by a Qualified Insurer.


 




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Principal Prepayment:
Any full or partial payment or other recovery of principal on a Mortgage Loan which is received in advance of its scheduled Due
Date, including any Prepayment Charge or premium thereon and which is not accompanied by an amount of interest representing scheduled
interest due on any date or dates in any month or months subsequent to the month of prepayment.


 


Principal Prepayment
Period: As to any Remittance Date, the calendar month preceding the calendar month in which such Remittance Date occurs.


 


Qualified Appraiser:
With respect to each Mortgage Loan, an appraiser, duly appointed by the originator, who had no interest, direct or indirect in
the Mortgaged Property or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval
of the Mortgage Loan, and such appraiser and the appraisal made by such appraiser both satisfy the requirements of Fannie Mae or
Freddie Mac (including but not limited to the Appraiser Independence Requirements) and Title XI of FIRREA and the regulations promulgated
thereunder, all as in effect on the date the Mortgage Loan was originated.


 


Qualified Insurer:
An insurance company duly qualified as such under the laws of the states in which the Mortgaged Properties are located, duly authorized
and licensed in such states to transact the applicable insurance business and to write the insurance provided by the insurance
policy issued by it, approved as an insurer by Fannie Mae and Freddie Mac.


 


Rating Agencies:
[Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., Moody’s Investors Service,
Inc., Fitch, Inc.] or, in the event that some or all ownership of the Mortgage Loans is evidenced by mortgage-backed securities,
the nationally recognized rating agencies issuing ratings with respect to such securities, if any.


 


Reconciled Market
Value: The estimated market value of the Mortgaged Property or REO Property that is reasonably determined by the Servicer based
on different results obtained from different permitted valuation methods or at different time periods, all in accordance with Customary
Servicing Procedures.


 


Reconstitution Agreement:
The agreement or agreements entered into by the Servicer and the Owner and certain third parties on the Reconstitution Date or
Reconstitution Dates with respect to any or all of the Mortgage Loans serviced hereunder, in connection with a Whole Loan Transfer
or a Securitization Transaction as provided in Section 30.


 


Reconstitution Date:
The date or dates on which any or all of the Mortgage Loans serviced under this Agreement shall be removed from this Agreement
and reconstituted as part of a Whole Loan Transfer or Securitization Transaction pursuant to Section 30 hereof. On such date, the
Servicer shall cease servicing such Mortgage Loans under this Agreement and shall instead service such Mortgage Loans under a Reconstitution
Agreement.


 




    	 	11	 



     


    

 


Record Date:
The close of business of the last Business Day of the month preceding the month of the related Remittance Date.


 


Refinanced Mortgage
Loan: A Mortgage Loan which was made to a Mortgagor who owned the Mortgaged Property prior to the origination of such Mortgage
Loan and the proceeds of which were used in whole or part to satisfy an existing mortgage.


 


Regulation AB:
Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such may be amended
from time to time, and subject to such clarification and interpretation as have been provided by the Commission or by the staff
of the Commission, or as may be provided by the Commission or its staff from time to time.


 


Regulation AB Compliance
Addendum: Addendum I attached hereto and incorporated herein by reference thereto.


 


REMIC: A “real
estate mortgage investment conduit” within the meaning of Section 860D of the Code.


 


REMIC Provisions:
Sections 860A through 860G of the Code; such other provisions of the Code as relate to an entity created thereunder; the regulations
promulgated pursuant to such sections and provisions of the Code; and published guidance issued by the Internal Revenue Service
relating to such Code sections and regulations.


 


Remittance Date:
The 20th day (or if such 20th day is not a Business Day, the first Business Day immediately preceding such 20th day)
of any month, beginning with the First Remittance Date with respect to each Mortgage Loan Package.


 


REO Disposition:
The final sale by the Servicer or the Owner of an REO Property.


 


REO Disposition
Proceeds: All amounts received with respect to an REO Disposition pursuant to Subsection 10.13.


 


REO Property:
A Mortgaged Property acquired by the Servicer through foreclosure or deed in lieu of foreclosure, as described in Subsection 10.13.


 


Residential Dwelling:
Any one of the following: (i) a detached one-family dwelling, (ii) a detached two- to four-family dwelling, (iii) a one-family
dwelling unit in a condominium project or (iv) a one-family dwelling in a planned unit development, none of which is a cooperative,
mobile or manufactured home.


 


Securities Act:
The Securities Act of 1933, as amended.


 




    	 	12	 



     


    

 


Securitization Transaction:
Any transaction involving either (1) a sale or other transfer of some or all of the Mortgage Loans directly or indirectly by the
Owner to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or unrated mortgage-backed
securities or (2) an issuance of publicly offered or privately placed, rated or unrated securities, the payments on which are determined
primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole or in part, of some or all
of the Mortgage Loans.


 


Servicer: [Servicer],
or its successor in interest or any successor to the Servicer under this Agreement appointed as herein provided.


 


Servicer Acknowledgement:
An acknowledgement from the Servicer confirming the additional Mortgage Loans to be serviced by the Servicer pursuant to this Agreement
on and after a specified Transfer Date, substantially in the form of Exhibit 1.


 


Servicing Advances:
All customary, reasonable and necessary out-of-pocket costs and expenses (including reasonable attorney’s fees and disbursements)
incurred in the performance by the Servicer of its servicing obligations, including, but not limited to, the cost of (a) the
preservation, restoration and protection of a Mortgaged Property, including Loss Mitigation, (b) any enforcement or administrative
or judicial proceedings, including foreclosure or acquiring title to the Mortgaged Property by deed-in-lieu of foreclosure, (c) the
management and liquidation of any REO Property, (d) payments made by the Servicer with respect to a Mortgaged Property pursuant
to Subsection 10.08 and (e) any appraisals, valuations, broker price opinions, inspections, or environmental assessments.


 


Servicing Agreement:
This Agreement or such other servicing agreement as may be specified in a Servicer Acknowledgement with respect to any Mortgage
Loans.


 


Servicing Fee:
With respect to each Mortgage Loan and calendar month, a monthly fee equal to one twelfth of 0.25% multiplied by the Stated Principal
Balance of such Mortgage Loan as of the first day of such month.


 


Servicing File:
With respect to each Mortgage Loan, a file that includes copies of all documents, which may be in electronic form, for such Mortgage
Loan required to be included in a “Credit File” in the Transfer Instructions.


 


Servicing Officer:
Any officer of the Servicer involved in, or responsible for, the administration and servicing of the Mortgage Loans whose name
appears on a list of servicing officers furnished to the Owner by the Servicer, as such list may be amended from time to time.


 


Stated Principal
Balance: As to each Mortgage Loan as to any date of determination, (i) the principal balance of the Mortgage Loan as of
the first day of the month for which such calculation is being made after giving effect to the principal portion of any Monthly
Payments due on or before such date, whether or not received, as well as any Principal Prepayments received before such date, minus,
without duplication, (ii) all amounts previously distributed to the Owner with respect to the Mortgage Loan representing payments
or recoveries of principal.


 




    	 	13	 



     


    

 


Transfer Date:
The date or dates, set forth in the related Servicer Acknowledgement, on which the Servicer will begin servicing the Mortgage Loans
for the benefit of the Owner.


 


Transfer Instructions:
The transfer instructions in the form of Exhibit 3 hereto.


 


Whole Loan Transfer:
Any sale or transfer by the Owner of some or all of the Mortgage Loans (including an Agency Transfer), other than a Securitization
Transaction.


 


SECTION
2. Acknowledgement.


 


The Owner hereby engages
the Servicer to service the Mortgage Loans upon the terms specified in this Agreement and the related Servicer Acknowledgement,
effective with respect to each Mortgage Loan as of the Transfer Date specified in the related Servicer Acknowledgement.


 


SECTION
3. Mortgage Loan Schedule.


 


The Owner shall deliver
the Mortgage Loan Schedule (which will be annexed to the related Servicer Acknowledgement) to the Servicer at least two (2)
Business Days prior to the related Closing Date.


 


SECTION
4.  Delivery of Servicing Files; Possession of Mortgage Files; Transfer Costs.


 


Subsection 4.01         Delivery
of Servicing Files.


 


The Owner shall cause
the Originator to deliver to the Servicer the Servicing Files pursuant to the Transfer Instructions.


 


Subsection 4.02         Possession
of Mortgage Files.


 


Originals or copies
of all documents comprising the Mortgage File shall be delivered to the Owner’s custodian on or prior to the related Transfer
Date or such other date as may be agreed to by the Owner and the applicable Originator. The Servicer shall have the right to access
such Mortgage Files as needed for servicing upon the terms specified in this Agreement. Any Mortgage File or a portion thereof
delivered to the Servicer for servicing purposes shall be held in trust by the Servicer for the benefit of the Owner as the owner
thereof and shall be available for review by the Owner upon request. The Servicer’s possession of any portion of each such
Mortgage File is at the will of the Owner for the sole purpose of facilitating servicing of the Mortgage Loans pursuant to this
Agreement, and such possession by the Servicer shall be in a custodial capacity only. The ownership of each Mortgage Note, Mortgage
and the contents of each Mortgage File is vested in the Owner and the ownership of all records and documents with respect to the
related Mortgage Loan prepared by or which come into the possession of the Servicer shall immediately vest in the Owner and shall
be retained and maintained, in trust, by the Servicer at the will of the Owner in such custodial capacity only. The Servicer shall
release from its custody the contents of any Mortgage File possessed by it only in accordance with this Agreement, except when
such release is required in connection with a repurchase of any such Mortgage Loan pursuant to the related loan purchase agreement
or if required under applicable law or court order.


 




    	 	14	 



     


    

 


Subsection 4.03         Transfer
Expenses.


 


The Owner shall pay
all costs of delivery to the Servicer of all of the Servicing Files, custodial transfer and or/transfer fees of the Owner’s
custodian, and all costs related to preparing, obtaining and delivering such documents as the Owner is required to provide. The
Servicer shall bear all of its costs in connection with performing any due diligence of the Servicing Files, on boarding, monthly
reconciliations, and standard reporting relating to the Mortgage Loans, as set forth or referenced in the applicable Servicer Acknowledgement.
Except as otherwise provided in this Agreement, the Owner and the Servicer shall each bear their own expenses incurred in connection
with the transactions contemplated by this Agreement.


 


SECTION
5.  Inspection of Documents.


 


The Servicer shall
provide to any supervisory agents or examiners that regulate the Owner, including but not limited to, the OCC, the FDIC and other
similar entities, access, during normal business hours, upon reasonable advance notice to the Servicer and without charge to the
Servicer or such supervisory agents or examiners, to any documentation regarding the Mortgage Loans that may be required by any
applicable regulator.


 


SECTION
6.  Helping Families Notice.


 


Within thirty (30)
days following the Closing Date in respect of a Mortgage Loan, the Servicer shall furnish to the borrower of such Mortgage Loan,
for the fee set forth or referenced in the applicable Servicer Acknowledgement, the notice required by Section 404 of the Helping
Families Save Their Homes Act of 2009 (the “Helping Families Act”) in accordance with the provisions of the Helping
Families Act. In connection with any Securitization Transaction with respect to any of the Mortgage Loans, the Servicer shall furnish
to each related borrower, within thirty (30) days following the closing date with respect to such Securitization Transaction, a
notice with respect to such assignment, substantially in the form of Exhibit 2 attached hereto, which notice shall identify the
Securitization Transaction trust as the new owner of the Mortgage Loan and include any other information required by Section 404
of the Helping Families Act. Notwithstanding the foregoing, the Servicer will use commercially reasonable efforts, but shall have
no obligation, to provide the aforementioned notices if the Servicer is not provided with the required information and the Mortgage
Loan does not reside on the Servicer’s servicing system within twenty (20) days of the applicable Closing Date.


 




    	 	15	 



     


    

 


SECTION
7.  Representations and Warranties; Effect of Breach.


 


Subsection 7.01         Servicer
Representations and Warranties.


 


The Servicer hereby
represents and warrants to the Owner that, as to itself as of the related Closing Date:


 


(a)          It
is a [                ], duly organized, validly
existing, and in good standing under the [             ] laws
of the [                   ] and
has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in the
states where each Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct
business of the type conducted by it. It is an approved seller/servicer in good standing of conventional residential mortgage loans
for Fannie Mae or Freddie Mac and is a HUD-approved mortgagee under Section 203 of the National Housing Act. It has corporate
power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance
of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by it and the consummation
of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution
and delivery by the Owner, evidences the legal, valid, binding and enforceable obligation of it, subject to applicable law except
as enforceability may be limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other
similar laws affecting the enforcement of the rights of creditors and (ii) general principles of equity, whether enforcement
is sought in a proceeding in equity or at law. All requisite corporate action has been taken by it to make this Agreement valid
and binding upon it in accordance with the terms of this Agreement.


 


(b)          No
consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental
agency or body, or federal or state regulatory authority having jurisdiction over it or, if required, such consent, approval, authorization
or order has been or will, prior to the related Closing Date, be obtained.


 


(c)          The
consummation of the transactions contemplated by this Agreement are in its ordinary course of business and will not result in the
breach of any term or provision of its articles of incorporation or by-laws or result in the breach of any term or provision of,
or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture
or loan or credit agreement or other instrument to which it or its property is subject, or result in the violation of any law,
rule, regulation, order, judgment or decree to which it or its property is subject.


 


(d)          There
is no action, suit, proceeding or investigation pending or, to its best knowledge, threatened against it which, either individually
or in the aggregate, would result in any material adverse change in its business, operations, financial condition, properties or
assets, or in any material impairment of its right or ability to carry on its business substantially as now conducted or which
would draw into question the validity of this Agreement or of any action taken or to be taken in connection with its obligations
contemplated herein, or which would materially impair its ability to perform under the terms of this Agreement.


 




    	 	16	 



     


    

 


(e)          To
the best of the Servicer’s knowledge, the Servicer is not in material default under any agreement, contract, instrument or
indenture to which the Servicer is a party or by which it (or any of its assets) is bound, which default would have a material
adverse effect on the ability of the Servicer to perform under this Agreement, nor, to the best of the Servicer’s knowledge,
has any event occurred which, with the giving of notice, the lapse of time or both, would constitute a default under any such agreement,
contract, instrument or indenture and have a material adverse effect on the ability of the Servicer to perform its obligations
under this Agreement.


 


(f)          It
does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in
this Agreement.


 


(g)          It
acknowledges and agrees that its portion of the Servicing Fee shall be treated by the Servicer, for accounting and tax purposes,
as compensation for the servicing and administration of the Mortgage Loans pursuant to this Agreement.


 


(h)          The
Servicer is in compliance in all material respects with all applicable laws and regulations and there has been no occurrence or
condition with respect to the Servicer or otherwise known to the Servicer that could adversely affect its ability to service the
Mortgage Loans pursuant to this Agreement.


 


(i)          From
and after each Transfer Date, the Servicer shall service the Mortgage Loans in accordance with the Applicable Requirements.


 


(j)          It
has not dealt with any broker, investment banker, agent or other Person that may be entitled to any commission or compensation
in connection with this Agreement.


 


Subsection 7.02         Owner
Representations and Warranties.


 


The Owner hereby represents
and warrants to the Servicer that as of the related Closing Date:


 


(a)          It
is a [                ] duly organized, validly
existing, and in good standing under the laws of [                      ]
and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing
in the states where the Mortgaged Property is located if the laws of such state require licensing or qualification in order to
conduct business of the type conducted by it. It has corporate power and authority to execute and deliver this Agreement and to
perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer
to be delivered pursuant to this Agreement) by it and the consummation of the transactions contemplated hereby have been duly and
validly authorized. This Agreement, assuming due authorization, execution and delivery by the Servicer, evidences the legal, valid,
binding and enforceable obligation of it, subject to applicable law except as enforceability may be limited by (i) bankruptcy,
insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights
of creditors and (ii) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All requisite
corporate action has been taken by it to make this Agreement valid and binding upon it in accordance with the terms of this Agreement.


 




    	 	17	 



     


    

 


(b)          No
consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental
agency or body, or federal or state regulatory authority having jurisdiction over it or, if required, such consent, approval, authorization
or order has been or will, prior to the related Closing Date, be obtained.


 


(c)          The
consummation of the transactions contemplated by this Agreement are in its ordinary course of business and will not result in the
breach of any term or provision of its charter or by-laws or result in the breach of any term or provision of, or conflict with
or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit
agreement or other instrument to which it or its property is subject, or result in the violation of any law, rule, regulation,
order, judgment or decree to which it or its property is subject.


 


(d)          There
is no action, suit, proceeding or investigation pending or, to its best knowledge, threatened against it that, either individually
or in the aggregate, would result in any material adverse change in its business, operations, financial condition, properties or
assets, or in any material impairment of its right or ability to carry on its business substantially as now conducted or that would
draw into question the validity of this Agreement of any action taken or to be taken in connection with its obligations contemplated
herein, or that would materially impair its ability to perform under the terms of this Agreement.


 


(e)          To
the best of the Owner’s knowledge, the Owner is not in material default under any agreement, contract, instrument or indenture
to which the Owner is a party or by which it (or any of its assets) is bound, which default would have a material adverse effect
on the ability of the Owner to perform under this Agreement, nor, to the best of the Owner’s knowledge, has any event occurred
that, with the giving of notice, the lapse of time or both, would constitute a default under any such agreement, contract, instrument
or indenture and have a material adverse effect on the ability of the Owner to perform its obligations under this Agreement.


 


(f)          It
has not dealt with any broker, investment banker, agent or other Person that may be entitled to any commission or compensation
in connection with this Agreement.


 


(g)          To
the best of the Owner’s knowledge, neither this Agreement nor any statement, report or other agreement, document of instrument
furnished or to be furnished pursuant to this Agreement contains any materially untrue statement of fact or omits to state a fact
necessary to make the statements contained therein not misleading.


 


Subsection 7.03         Representations
and Warranties Regarding Individual Mortgage Loans.


 


The Owner represents
and warrants to the Servicer on the applicable Transfer Date, that as of the Transfer Date specified in the related Servicer Acknowledgement
(or such other date specified below):


 


(a)          Data:
The information set forth in the related Mortgage Loan Schedule, including any diskette, data tapes or other electronic data sent
to the Servicer, is complete, true and correct in all material respects. The information on the Mortgage Loan Schedule and the
information provided are consistent with the contents of the originator’s records and the Mortgage File. The Mortgage Loan
Schedule contains all the fields required in Exhibit 3. Except for information specified to be as of the origination date of the
Mortgage Loan, the Mortgage Loan Schedule contains the most current information possessed by the Originator.


 




    	 	18	 



     


    

 


(b)          Regulatory
Compliance: Any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending,
real estate settlement procedures, consumer credit protection, equal credit opportunity, fair housing, or disclosure laws applicable
to the Mortgage Loan have been complied with in all material respects in connection with the origination and servicing of the Mortgage
Loan. No Mortgage Loan is a “high cost” or “covered” loan, as defined by any applicable federal, state
or local predatory or abusive lending law, and no Mortgage Loan has a percentage listed under the Indicative Loss Severity Column
(the column that appears in the Standard & Poor’s Anti-Predatory Lending Law Update Table, included in the then-current
Standard & Poor’s LEVELS® Glossary of Terms on Appendix E). No Mortgage Loan secured by property located in the State
of Georgia was originated on or after October 1, 2002 and prior to March 7, 2003. No Mortgage Loan originated on or after March
7, 2003 is a “high cost home loan” as defined under the Georgia Fair Lending Act.


 


(c)          No
Graduated Payments: The Mortgage Loan does not contain “graduated payment” features, does not have a shared appreciation
or other contingent interest feature and does not contain any buydown provisions.


 


(d)          No
Negative Amortization Loans; No HELOCs; All 30 Year Mortgages: The Mortgage Loans have an original term to maturity of not
more than 30 years, with interest payable in arrears on the first day of each month. Each Mortgage Note requires a monthly payment
which is sufficient to fully amortize the original principal balance over the original term thereof (except in the case of interest
only loans) and to pay interest at the related Mortgage Interest Rate. No Mortgage Loan contains terms or provisions which would
result in negative amortization. No Mortgage Loan is a home equity revolving line of credit secured by a mortgage, deed of trust
or other instrument.


 


(e)          Escrow
Accounts: If applicable, all Escrow Accounts have been maintained in accordance with Applicable Requirements. The Escrow Payments
required by the Mortgages are on deposit in the appropriate Escrow Account.


 


(f)          Escrow
Compliance: If an Escrow Account is required to be maintained with respect to each Mortgage Loan, (i) all interest required
pursuant to applicable law to be paid on funds in such Escrow Account through the Transfer Date has been or will be credited to
the account of the related Mortgagor, and evidence of such credit shall be provided to the Servicer; and (ii) such interest has
been and through the Transfer Date will be properly computed and paid in accordance with the terms of such Mortgage Loan and with
applicable law.


 


(g)          MERS:
The ownership of all MERS Mortgage Loans is registered with MERS.


 


(h)          Prior
Servicing: Each Mortgage Loan has been serviced in accordance with all Applicable Requirements at all times prior to the Servicing
Transfer Date.


 




    	 	19	 



     


    

 


Subsection 7.04         Repurchase
or Substitution of Mortgage Loans by Originator.


 


(a)           If
an Originator repurchases a Mortgage Loan due to a breach of representations and warranties, such Mortgage Loan shall no longer
be subject to this Agreement and removed from the Mortgage Loan Schedule. The Servicer shall release the Mortgage Loan to, and
effect the transfer of the related servicing, to the Originator or its designated servicer. In such event, the Servicer shall be
entitled to the applicable Exit Fee set forth or referenced in the applicable Servicer Acknowledgement.


 


(b)           If
an Originator substitutes such Mortgage Loan, such substitute mortgage loan shall be deemed a “Mortgage Loan” hereunder,
as if included on the Mortgage Loan Schedule, and the Servicer shall release the related defective Mortgage Loan to, and effect
the transfer of the related servicing, to the Originator or its designated servicer.


 


(c)           In
the event of any breach of any representation and warranty of an Originator made with respect to any Mortgage Loan, the Servicer
shall assist the Owner in pursuing any available remedies against the Originator arising from such breach.


 


SECTION
8. Closing Conditions.


 


The closing for each
transfer of servicing hereunder shall take place on the respective Closing Date. The closing shall be either by telephone, confirmed
by letter or wire as the parties hereto shall agree, or conducted in person, at such place as the parties hereto shall agree.


 


(a)           On
or before the initial Closing Date, the Servicer shall submit to the Owner fully executed originals of the following documents:


 


(i)          this
Agreement, in four counterparts;


 


(ii)         if
requested by the Owner, a letter confirming the account name and number of the Custodial Account in a form to be provided by the
Owner; and


 


(iii)        if
requested by the Owner, a letter confirming the account name and number of the Escrow Account in a form to be provided by the Owner.


 


(b)           The
closing for each transfer of servicing and assumption of the servicing responsibilities by the Servicer hereunder shall be subject
to the satisfaction of each of the following conditions:


 


(i)          the
Servicer shall submit to the Owner the related Servicer Acknowledgement, in four counterparts;


 




    	 	20	 



     


    

 


(ii)         the
Owner shall have delivered to the Servicer the related Mortgage Loan Schedule and an electronic data file containing information
on a loan-level basis; and


 


(iii)        all
other terms and conditions of this Agreement and the related Servicer Acknowledgement to be satisfied by the Servicer and/or the
Owner shall have been complied with in all material respects.


 


SECTION
9. Costs.


 


The Owner shall pay
the cost of delivering the Mortgage Files to the Owner or its designee, the cost of recording the Assignments of Mortgage, any
registration or transfers within MERS, any custodial fees incurred in connection with the release of any Mortgage Loan documents
as may be required by the servicing activities hereunder and all other costs and expenses incurred in connection with this Agreement
by the Owner. Except as otherwise provided in this Agreement, the Servicer and the Owner shall each bear their own expenses (including,
without limitation, any legal fees and expenses of its attorneys) incurred in connection with the transactions contemplated by
this Agreement.


 


SECTION
10. Administration and Servicing of Mortgage Loans.


 


Subsection 10.01         Servicer
to Act as Servicer; Subservicing.


 


(a)          Effective
as of each related Transfer Date, the Servicer, as an independent contractor, shall service and administer the Mortgage Loans in
accordance with this Agreement and all Applicable Requirements, and shall have full power and authority, acting alone or through
subservicers or agents, to do or cause to be done any and all things in connection with such servicing and administration which
the Servicer may deem necessary or desirable and consistent with the terms of this Agreement. The Servicer may perform its servicing
responsibilities through agents or independent contractors, but shall not thereby be released from any of its responsibilities
hereunder. The Servicer may delegate any of its duties under this Agreement to one or more of its Affiliates; provided, however,
that the Servicer shall not be released from any of its responsibilities hereunder by virtue of such delegation. The Mortgage
Loans may be subserviced by one or more unaffiliated subservicers on behalf of the Servicer provided each subservicer is a Fannie
Mae approved seller/servicer or a Freddie Mac approved seller/servicer in good standing, and no event has occurred, including but
not limited to a change in insurance coverage, that would make it unable to comply with the eligibility for seller/servicers imposed
by Fannie Mae or Freddie Mac, or which would require notification to Fannie Mae or Freddie Mac. The Servicer shall pay all fees
and expenses of the subservicer from its own funds (provided that any such expenditures that would constitute Servicing Advances
if made by the Servicer hereunder shall be reimbursable to the Servicer as Servicing Advances), and the subservicer’s fee
shall not exceed the Servicer’s portion of the Servicing Fee.


 




    	 	21	 



     


    

 


(b)          At
the cost and expense of the Servicer, without any right of reimbursement from the Custodial Account, the Servicer shall be entitled
to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by
a successor subservicer meeting the requirements in the preceding paragraph; provided, however, that nothing contained
herein shall be deemed to prevent or prohibit the Servicer, at the Servicer’s option, from electing to service the related
Mortgage Loans itself. If the Servicer’s responsibilities and duties under this Agreement are terminated and if requested
to do so by the Owner, the Servicer shall at its own cost and expense terminate the rights and responsibilities of the subservicer
as soon as is reasonably possible. The Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights
and responsibilities of the subservicer from the Servicer’s own funds without reimbursement from the Owner.


 


(c)          The
Servicer shall be entitled to enter into an agreement with the subservicer for indemnification of the Servicer by the subservicer
and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


 


(d)          Any
subservicing agreement and any other transactions or services relating to the Mortgage Loans involving the subservicer shall be
deemed to be between the subservicer and Servicer alone, and the Owner shall have no obligations, duties or liabilities with respect
to the subservicer including no obligation, duty or liability of the Owner to pay the subservicer’s fees and expenses. For
purposes of distributions and advances by the Servicer pursuant to this Agreement, the Servicer shall be deemed to have received
a payment on a Mortgage Loan when the subservicer has received such payment. The Servicer shall not make any amendment to any agreement
with a subservicer if such amendment is not consistent with or violates the provisions of this Agreement, or if such amendment
could be reasonably expected to be materially adverse to the interests of the Owner.


 


(e)          Consistent
with the terms of this Agreement, and subject to the REMIC Provisions if the Mortgage Loans have been transferred to a REMIC, the
Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such
term or in any manner grant indulgence to any Mortgagor; provided, however, that the Servicer shall not enter into any payment
plan or agreement to modify payments with a Mortgagor lasting more than twelve (12) months or permit any modification with
respect to any Mortgage Loan that would change the Mortgage Interest Rate, the Lifetime Rate Cap (if applicable), the Initial Rate
Cap (if applicable), the Periodic Rate Cap (if applicable) or the Gross Margin (if applicable), agree to the capitalization of
arrearages, including interest, fees or expenses owed under the Mortgage Loan, make any future advances or extend the final maturity
date with respect to such Mortgage Loan, or accept substitute or additional collateral or release any collateral for such Mortgage
Loan, unless (1) the Mortgagor is in default with respect to the Mortgage Loan, or such default is, in the judgment of the Servicer,
imminent, (2) the modification is in accordance with the customary procedures of the Servicer, which may change from time to time,
or industry-accepted programs, and (3) the Owner has approved such action. Additionally, the Servicer shall not accept any deed-in-lieu
of, short pay-off, or sale of any Mortgaged Property, in which the sale proceeds are less than the unpaid principal balance of
the related Mortgage Loan unless the Owner has approved such action. Further, the Servicer shall not defer or forgive the payment
of any principal or interest or change the outstanding principal amount (except to reflect actual payments of principal) unless
the Owner has approved such action. Any capitalization of arrearages of interest, fees and expenses in excess of 10% of the outstanding
unpaid principal balance of the related Mortgage Loan immediately prior to the capitalization shall be made only after the Servicer
has received the express written consent of the Owner. Without limiting the generality of the foregoing, the Servicer in its own
name or acting through subservicers or agents is hereby authorized and empowered by the Owner when the Servicer believes it appropriate
and reasonable in its best judgment, to execute and deliver, on behalf of itself or the Owner, all instruments of satisfaction
or cancellation, or of partial or full release and discharge, and all other comparable instruments, with respect to the Mortgage
Loans and the Mortgaged Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert
the ownership of such properties, and to hold or cause to be held title to such properties, on behalf of the Owner pursuant to
the provisions of Subsection 10.13.


 




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(f)          The
Owner shall furnish to the Servicer any powers of attorney and other documents reasonably necessary or appropriate to enable the
Servicer to carry out its servicing and administrative duties under this Agreement.


 


(g)          Whether
in connection with the foreclosure of a Mortgage Loan or otherwise, the Servicer shall from its own funds make all necessary and
proper Servicing Advances; provided, however, that the Servicer is not required to make a Servicing Advance unless the Servicer
determines in the exercise of its good faith judgment that such Servicing Advance would ultimately be recoverable from REO Disposition
Proceeds, Insurance Proceeds or Condemnation Proceeds of the related Mortgaged Property (with respect to each of which the Servicer
shall have the priority described in Subsection 10.05 for purposes of withdrawals from the Custodial Account). Any Servicing Advance
that would cause the amount of unreimbursed Servicing Advances for a particular Mortgage Loan to exceed $15,000 shall be made only
after notification of the Owner.


 


(h)          Notwithstanding
anything to the contrary contained herein, in connection with a foreclosure or acceptance of a deed in lieu of foreclosure, in
the event the Servicer has reasonable cause to believe that a Mortgaged Property is contaminated by hazardous or toxic substances
or wastes, or if the Owner otherwise requests an environmental inspection or review of such Mortgaged Property, such an inspection
or review is to be conducted by a qualified inspector at the Owner’s expense. Upon completion of the inspection, the Servicer
shall promptly provide the Owner with a written report of the environmental inspection. In the event (i) the environmental inspection
report indicates that the Mortgaged Property is contaminated by hazardous or toxic substances or wastes and (ii) the Owner directs
the Servicer to proceed with foreclosure or acceptance of a deed in lieu of foreclosure, the Servicer shall be reimbursed for all
reasonable costs associated with such foreclosure or acceptance of a deed in lieu of foreclosure and any related environmental
clean up costs, as applicable, from the related Liquidation Proceeds, or if the Liquidation Proceeds are insufficient fully to
reimburse the Servicer, the Servicer shall be entitled to be reimbursed from amounts in the Custodial Account pursuant to Subsection
10.05 hereof. In the event the Owner directs the Servicer not to proceed with foreclosure or acceptance of a deed in lieu of foreclosure,
the Servicer shall be reimbursed for all Servicing Advances made with respect to the related Mortgaged Property from the Custodial
Account pursuant to Subsection 10.05 hereof.


 




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Subsection 10.02         Liquidation
of Mortgage Loans.


 


In the event that any
payment due under any Mortgage Loan is not paid when the same becomes due and payable, or in the event the Mortgagor fails to perform
any other covenant or obligation under the Mortgage Loan and such failure continues beyond any applicable grace period, the Servicer
shall take such action as it shall deem to be in the best interest of the Owner. In the event that any payment due under any Mortgage
Loan remains delinquent for a period of forty-five (45) days, the Servicer shall order an inspection of the related Mortgaged Property
and, except with respect to any Mortgage Loan for which the Servicer is in the process of modifying or has modified the terms of
such Mortgage Loan, if the Mortgage Loan remains delinquent for a period of ninety (90) days or more, the Servicer shall commence
foreclosure proceedings in accordance with Customary Servicing Procedures and the guidelines set forth by Fannie Mae, Freddie Mac
or FHFA, as applicable. In such connection, the Servicer shall from its own funds make all necessary and proper Servicing Advances.
If the portion of any Liquidation Proceeds allocable as a recovery of interest on a related Mortgage Loan is less than the full
amount of accrued and unpaid interest on such Mortgage Loan as of the date such proceeds are received, then the applicable portion
of the Servicing Fee with respect to such Mortgage Loan shall be paid first and any amounts remaining thereafter shall be distributed
to the Owner. Upon liquidation of any Mortgage Loan, the Servicer shall provide written notice thereof to the custodian appointed
by the Owner.


 


Subsection 10.03         Collection
of Mortgage Loan Payments.


 


Continuously from the
date hereof until the principal and interest on all Mortgage Loans are paid in full, the Servicer will proceed diligently, in accordance
with this Agreement, to collect all payments due under each of the Mortgage Loans when the same shall become due and payable. Further,
the Servicer will in accordance with Customary Servicing Procedures ascertain and estimate taxes, assessments, fire and hazard
insurance premiums, premiums for Primary Mortgage Insurance Policies, and all other charges that, as provided in any Mortgage,
will become due and payable to the end that the installments payable by the Mortgagors will be sufficient to pay such charges as
and when they become due and payable. Mortgage Loan payments received by the Servicer will be deposited within one Business Day
of receipt into a clearing account that is an Eligible Account. The Mortgage Loan payments may be commingled with payments of other
mortgagors and investors for up to two Business Days prior to the Servicer depositing the Mortgage Loan payments in the Custodial
Account. Such clearing account shall not be used for operational or corporate purposes of the Servicer.


 




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Subsection 10.04         Establishment
of Custodial Account; Deposits in Custodial Account.


 


The Servicer shall
segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds
and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial Account”),
titled “[                                ],
in trust for Redwood Residential Acquisition Corporation as Owner of Mortgage Loans and various Mortgagors.” Such Custodial
Account shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which
may be a depository Affiliate of the Servicer) which meets the guidelines set forth by the FHFA, Fannie Mae or Freddie Mac as an
eligible depository institution for custodial accounts. The Custodial Account shall initially be established and maintained at
[                                ],
or any successor thereto, and shall not be transferred to any other depository institution without the Owner’s approval,
which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner which shall
provide maximum available insurance thereunder and which may be drawn on by the Servicer.


 


The Servicer shall
deposit in the Custodial Account, on a daily basis in accordance with Section 10.03, and retain therein, the following payments
and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal and interest
on the Mortgage Loans due on or before the related Cut-off Date):


 


(a)          all
payments on account of principal, including Principal Prepayments, on the Mortgage Loans;


 


(b)          all
payments on account of interest on the Mortgage Loans, less any applicable Servicing Fee;


 


(c)          all
Liquidation Proceeds;


 


(d)          all
proceeds received by the Servicer under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance Policy
or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the
Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures;


 


(e)          all
awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released
to the Mortgagor in accordance with Customary Servicing Procedures;


 


(f)          any
amount required to be deposited in the Custodial Account pursuant to Subsections 10.15 and 10.18;


 


(g)          any
amount required to be deposited by the Servicer in connection with any REO Property pursuant to Subsection 10.13;


 


(h)          all
amounts required to be deposited by the seller of the related Mortgage Loan in connection with shortfalls in principal amount of
substitute Mortgage Loans;


 


(i)          with
respect to each Full Prepayment and each Partial Prepayment, an amount (to be paid by the Servicer out of its own funds) equal
to the Prepayment Interest Shortfall; provided, however, that the Servicer’s aggregate obligations under this paragraph
for any month shall be limited to the total amount of the Servicing Fee related to the Mortgage Loans during such month; and


 




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(j)          amounts
required to be deposited by the Servicer in connection with the deductible clause of any hazard insurance policy.


 


The foregoing requirements
for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of
the foregoing, Ancillary Fees need not be deposited by the Servicer in the Custodial Account.


 


The Servicer may invest
the funds in the Custodial Account in Eligible Investments designated in the name of the Servicer for the benefit of the Owner,
which shall mature not later than the Business Day next preceding the Remittance Date next following the date of such investment
(except that (A) any investment in the institution with which the Custodial Account is maintained may mature on such Remittance
Date and (B) any other investment may mature on such Remittance Date if the Servicer shall advance funds on such Remittance
Date, pending receipt thereof to the extent necessary to make distributions to the Owner) and shall not be sold or disposed of
prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain realized from any such investment
shall be for the benefit of the Servicer and shall be subject to withdrawal by the Servicer. The amount of any losses incurred
in respect of any such investments shall be deposited in the Custodial Account by the Servicer out of its own funds immediately
as realized.


 


For all Eligible Investments
rated at least “A1/A+”(short/long) that have terms greater than 60 days, in the event of a downgrade of such Eligible
Investment below “A1” (or “A+” if no short term rating), the Servicer agrees to remove such Eligible Investment
within 60 days of such downgrade. The Servicer acknowledges and agrees that the Servicer shall bear any losses incurred with respect
to removal of such Eligible Investment following such a downgrade and that any losses shall be immediately deposited by the Servicer
in the Custodial Account out of the Servicer’s own funds, with no right to reimbursement therefor.


 


Subsection 10.05         Withdrawals
From the Custodial Account.


 


The Servicer shall,
from time to time, withdraw funds from the Custodial Account for the following purposes:


 


(a)          to
make payments to the Owner in the amounts and in the manner provided for in Subsection 10.15;


 


(b)          [reserved];


 


(c)          to
reimburse itself for any unpaid portion of its Servicing Fees and for unreimbursed Servicing Advances, the Servicer’s right
to reimburse itself pursuant to this subclause (c) with respect to any Mortgage Loan being limited to related Liquidation
Proceeds, Condemnation Proceeds, Insurance Proceeds and such other amounts as may be collected by the Servicer from the related
Mortgagor or otherwise relating to the Mortgage Loan, it being understood that, in the case of any such reimbursement, the Servicer’s
right thereto shall be prior to the rights of the Owner unless the Servicer is required to pay the Prepayment Interest Shortfall
pursuant to Subsection 10.15, in which case the Servicer’s right to such reimbursement shall be subsequent to the payment
to the Owner of such shortfall;


 




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(d)          to
reimburse itself for unreimbursed Servicing Advances and for unreimbursed P&I Advances, to the extent that such amounts are
nonrecoverable (as certified by the Servicer to the Owner in an Officer’s Certificate) by the Servicer pursuant to subclause (b)
or (c) above;


 


(e)          to
reimburse itself for expenses incurred by and reimbursable to it pursuant to Subsection 11.01;


 


(f)          [reserved];


 


(g)          to
pay to itself any interest earned or any investment earnings on funds deposited in the Custodial Account, net of any losses on
such investments;


 


(h)          to
withdraw any amounts inadvertently deposited in the Custodial Account; and


 


(i)          to
clear and terminate the Custodial Account upon the termination of this Agreement.


 


Upon request, the Servicer
will provide the Owner with copies of reasonably acceptable invoices or other documentation relating to Servicing Advances that
have been reimbursed from the Custodial Account.


 


Subsection 10.06         Establishment
of Escrow Account; Deposits in Escrow Account.


 


The Servicer shall
segregate and hold all funds collected and received pursuant to each Mortgage Loan which constitute Escrow Payments separate and
apart from any of its own funds and general assets and shall establish and maintain one or more Escrow Accounts (collectively,
the “Escrow Account”), titled “[                        ],
in trust for Redwood Residential Acquisition Corporation as Owner of Mortgage Loans and various Mortgagors.” The Escrow Account
shall be an Eligible Account established with a commercial bank, a savings bank or a savings and loan association (which may be
a depository Affiliate of Servicer), which meets the guidelines set forth by Fannie Mae or Freddie Mac as an eligible institution
for escrow accounts. The Escrow Account shall initially be established and maintained at [                         ],
or any successor thereto, and shall not be transferred to any other depository institution without the Owner’s approval,
which shall not unreasonably be withheld. In any case, the Escrow Account shall be insured by the FDIC in a manner which shall
provide maximum available insurance thereunder and which may be drawn on by the Servicer.


 


The Servicer shall
deposit in the Escrow Account on a daily basis, and retain therein: (a) all Escrow Payments collected on account of the Mortgage
Loans, for the purpose of effecting timely payment of any such items as required under the terms of this Agreement and (b) all
amounts representing proceeds of any hazard insurance policy which are to be applied to the restoration or repair of any Mortgaged
Property. The Servicer shall make withdrawals therefrom only in accordance with Subsection 10.07 hereof. As part of its servicing
duties, the Servicer shall pay to the Mortgagors interest on funds in the Escrow Account, to the extent required by law.


 




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Subsection 10.07         Withdrawals
From Escrow Account.


 


Withdrawals from the
Escrow Account shall be made by the Servicer only (a) to effect timely payments of ground rents, taxes, assessments, premiums
for Primary Mortgage Insurance Policies, fire and hazard insurance premiums or other items constituting Escrow Payments for the
related Mortgage, (b) to reimburse the Servicer for any Servicing Advance made by Servicer pursuant to Subsection 10.08
hereof with respect to a related Mortgage Loan, (c) to refund to any Mortgagor any funds found to be in excess of the amounts
required under the terms of the related Mortgage Loan, (d) for transfer to the Custodial Account upon default of a Mortgagor
or in accordance with the terms of the related Mortgage Loan and if permitted by applicable law, (e) for application to restore
or repair of the Mortgaged Property, (f) to pay to the Mortgagor, to the extent required by law, as a Servicing Advance, any
interest paid on the funds deposited in the Escrow Account, (g) to pay to itself any interest earned on funds deposited in
the Escrow Account (and not required to be paid to the Mortgagor), (h) to the extent permitted under the terms of the related
Mortgage Note and applicable law, to pay late fees with respect to any Monthly Payment which is received after the applicable grace
period, (i) to withdraw suspense payments that are deposited into the Escrow Account, (j) to withdraw any amounts inadvertently
deposited in the Escrow Account or (k) to clear and terminate the Escrow Account upon the termination of this Agreement.


 


Subsection 10.08         Payment
of Taxes, Insurance and Other Charges; Collections Thereunder.


 


With respect to each
Mortgage Loan, the Servicer shall maintain accurate records reflecting the status of ground rents, taxes, assessments and other
charges which are or may become a lien upon the Mortgaged Property and the status of premiums for Primary Mortgage Insurance Policies
and fire and hazard insurance coverage and shall obtain, from time to time, all bills for the payment of such charges (including
renewal premiums) and shall effect payment thereof prior to the applicable penalty or termination date and at a time appropriate
for securing maximum discounts allowable, employing for such purpose deposits of the Mortgagor in the Escrow Account which shall
have been estimated and accumulated by the Servicer in amounts sufficient for such purposes, as allowed under the terms of the
Mortgage. To the extent that a Mortgage does not provide for Escrow Payments, the Servicer shall determine that any such payments
are made by the Mortgagor. The Servicer assumes full responsibility for the timely payment of all such bills and shall effect timely
payments of all such bills irrespective of each Mortgagor’s faithful performance in the payment of same or the making of
the Escrow Payments and shall make Servicing Advances to effect such payments, subject to its ability to recover such Servicing
Advances pursuant to Subsections 10.05(c), 10.05(d) and 10.07(b). No costs incurred by the Servicer or subservicers in effecting
the payment of ground rents, taxes, assessments and other charges on the Mortgaged Properties or mortgage or hazard insurance premiums
shall, for the purpose of calculating remittances to the Owner, be added to the unpaid principal balance of the related Mortgage
Loans, notwithstanding that the terms of such Mortgage Loans so permit.


 




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The Owner shall, at
no cost or expense to the Servicer, transfer, or cause an Originator to transfer, any existing tax service contracts (“Tax
Service Contract”) to the Servicer and provide the Servicer with an electronic file identifying (A) tax type, payment frequency,
payee code, tax amount last paid, next due date, parcel number, legal description, previous servicer's name, and (B) each Tax Service
Contract, if any, by contract number. If a Tax Service Contract is not in existence or such tax service contract is not guaranteed
or transferable to the Servicer, the Servicer shall obtain a tax service contract for such Mortgage Loans on behalf of the Owner.
For each tax service contract obtained by the Servicer, the Owner shall pay the Servicer a fee set forth or referenced in the applicable
Servicer Acknowledgement.


 


Subsection 10.09         Transfer
of Accounts.


 


The Servicer may, with
the approval of the Owner, transfer the Custodial Account or the Escrow Account to an Eligible Account at a different depository
institution.


 


Subsection 10.10         Maintenance
of Hazard Insurance.


 


The Servicer shall
cause to be maintained for each Mortgage Loan fire and hazard insurance with extended coverage customary in the area where the
Mortgaged Property is located by an insurer acceptable to Fannie Mae or Freddie Mac, as applicable, in an amount that is at least
equal to the lesser of (a) the full insurable value of the Mortgaged Property, or (b) the greater of (i) the outstanding
principal balance owing on the Mortgage Loan and (ii) an amount such that the proceeds of such insurance shall be sufficient
to avoid the application to the Mortgagor or loss payee of any coinsurance clause under the policy. If the Mortgaged Property is
in an area identified in the Federal Register by the Federal Emergency Management Agency as a special flood hazard area (and such
flood insurance has been made available) the Servicer will cause to be maintained a flood insurance policy meeting the requirements
of the National Flood Insurance Program, in an amount representing coverage not less than the lesser of (A) the minimum amount
required under the terms of the coverage to compensate for any damage or loss to the Mortgaged Property on a replacement-cost basis
(or the outstanding principal balance of the Mortgage Loan if replacement-cost basis is not available) or (B) the maximum
amount of insurance available under the National Flood Insurance Program. The Servicer shall also maintain on REO Property fire
and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements
which are a part of such property, liability insurance and, to the extent required and available under the National Flood Insurance
Program, flood insurance in an amount required above. Any amounts collected by the Servicer under any such policies (other than
amounts to be deposited in the Escrow Account and applied to the restoration or repair of the property subject to the related Mortgage
or property acquired in liquidation of the Mortgage Loan, or to be released to the Mortgagor in accordance with Customary Servicing
Procedures) shall be deposited in the Custodial Account, subject to withdrawal pursuant to Subsection 10.05. It is understood
and agreed that no earthquake or other additional insurance need be required by the Servicer of any Mortgagor or maintained on
REO Property other than pursuant to such applicable laws and regulations as shall at any time be in force and as shall require
such additional insurance. All policies required hereunder shall be endorsed with standard mortgagee clauses with loss payable
to Servicer, and shall provide for at least thirty (30) days prior written notice of any cancellation, reduction in amount
or material change in coverage to the Servicer. The Servicer shall not interfere with the Mortgagor’s freedom of choice in
selecting either its insurance carrier or agent; provided, however, that unless otherwise required by the terms of the related
Mortgage Note or applicable law, the Servicer shall not accept any such insurance policies from insurance companies unless such
companies are acceptable to Fannie Mae or Freddie Mac, as applicable, and are licensed to do business in the state wherein the
property subject to the policy is located.


 




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The hazard insurance
policies for each Mortgage Loan secured by a unit in a condominium development or planned unit development shall be maintained
with respect to such Mortgage Loan and the related development in a manner which is consistent with Fannie Mae or Freddie Mac requirements,
as applicable, unless otherwise required by the terms of the related Mortgage Note or applicable law.


 


Subsection 10.11         Maintenance
of Primary Mortgage Insurance Policy; Claims.


 


With respect to each
Mortgage Loan as to which (a) the data provided by the Owner indicates a Loan-to-Value Ratio in excess of 80% at the time of servicing
transfer to the Servicer and (b) a Primary Mortgage Insurance Policy is then in effect, the Servicer shall promptly, without any
cost to the Owner, maintain or cause the Mortgagor to maintain in full force and effect a Primary Mortgage Insurance Policy issued
by a Qualified Insurer insuring the portion over 78% (or such other percentage in conformance with then current Fannie Mae requirements)
until terminated pursuant to the Homeowners Protection Act of 1988, 12 USC § 4901, et seq. or any other applicable federal,
state or local law or regulation. In the event that such Primary Mortgage Insurance Policy shall be terminated other than as required
by law, the Servicer shall obtain from another Qualified Insurer a comparable replacement policy, with a total coverage equal to
the remaining coverage of such terminated Primary Mortgage Insurance Policy. If the insurer shall cease to be a Qualified Insurer,
the Servicer shall obtain from another Qualified Insurer a replacement Primary Mortgage Insurance Policy. The Servicer shall not
take any action which would result in noncoverage under any applicable Primary Mortgage Insurance Policy of any loss which, but
for the actions of the Servicer would have been covered thereunder. In connection with any assumption or substitution agreement
entered into or to be entered into pursuant to Subsection 10.17, the Servicer shall promptly notify the insurer under the
related Primary Mortgage Insurance Policy, if any, of such assumption or substitution of liability in accordance with the terms
of such Primary Mortgage Insurance Policy and shall take all actions which may be required by such insurer as a condition to the
continuation of coverage under such Primary Mortgage Insurance Policy. If such Primary Mortgage Insurance Policy is terminated
as a result of such assumption or substitution of liability, the Servicer shall obtain a replacement Primary Mortgage Insurance
Policy as provided above.


 




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In connection with
its activities as servicer, the Servicer agrees to prepare and present or to assist the Owner in preparing and presenting, on behalf
of itself and the Owner, claims to the insurer under any Primary Mortgage Insurance Policy in a timely fashion in accordance with
the terms of such Primary Mortgage Insurance Policy and, in this regard, to take such action as shall be necessary to permit recovery
under any Primary Mortgage Insurance Policy respecting a defaulted Mortgage Loan. Pursuant to Subsection 10.04, any amounts
collected by the Servicer under any Primary Mortgage Insurance Policy shall be deposited in the Custodial Account, subject to withdrawal
pursuant to Subsection 10.05.


 


Subsection 10.12         Fidelity
Bond; Errors and Omissions Insurance.


 


The Servicer shall
maintain, at its own expense, a blanket Fidelity Bond and an errors and omissions insurance policy, with broad coverage on all
officers, employees or other persons acting in any capacity requiring such persons to handle funds, money, documents or papers
relating to the Mortgage Loans. These policies must insure the Servicer against losses resulting from fraud, theft, errors, omissions,
negligence, dishonest or fraudulent acts committed by the Servicer’s personnel, any employees of outside firms that provide
data processing services for the Servicer, and temporary contract employees or student interns. The Fidelity Bond shall also protect
and insure the Servicer against losses in connection with the release or satisfaction of a Mortgage Loan without having obtained
payment in full of the indebtedness secured thereby. No provision of this Subsection 10.12 requiring such Fidelity Bond and
errors and omissions insurance shall diminish or relieve the Servicer from its duties and obligations as set forth in this Agreement.
The minimum coverage under any such Fidelity Bond and insurance policy shall be at least equal to the corresponding amounts required
by Fannie Mae in the Fannie Mae Guides or by Freddie Mac in the Freddie Mac Guide, as amended or restated from time to time, as
applicable, or in an amount as may be permitted to the Servicer by express waiver of Fannie Mae or Freddie Mac, as applicable.
Upon request of the Owner, the Servicer shall cause to be delivered to the Owner a certified true copy of such Fidelity Bond or
a certificate evidencing the same with a statement that the Servicer shall endeavor to provide written notice to the Owner thirty
(30) days prior to modification or any material change.


 


Subsection 10.13         Title,
Management and Disposition of REO Property.


 


Subject to Subsection
10.02, in the event that title to a Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or
certificate of sale shall be taken in the name of the Owner or its nominee.


 


The Servicer shall
cause to be deposited on a daily basis in the Custodial Account all revenues received with respect to the conservation of the related
REO Property. The Servicer shall make distributions as required on each Remittance Date to the Owner of the net cash flow from
the REO Property (which shall equal the revenues from such REO Property net of the expenses described below and of any reserves
reasonably required from time to time to be maintained to satisfy anticipated liabilities for such expenses).


 




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The disposition of
REO Property shall be carried out by the Servicer, subject to Subsection 10.01. The Owner shall pay the Servicer a fee of [ ]%
of the sales price for such REO Property for services associated with servicing the REO Property through its disposition. Upon
the request of the Owner, and at the Owner’s expense, the Servicer shall cause an appraisal of the REO Property to be performed
for the Owner.


 


The Servicer shall
either itself or through an agent selected by the Servicer, manage, conserve, protect and operate the REO Property in the same
manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner
that similar property in the same locality as the REO Property. Any disbursement in excess of $15,000 shall be made only with the
prior written approval of the Owner. The Servicer shall deduct the costs of managing, conserving, protecting and operating the
REO Property from the proceeds of the sale of the REO Property (providing documentary evidence of such costs).


 


The Servicer shall
not accept any sale offer for an REO Property that is more than 10% below the Reconciled Market Value of the REO Property without
the prior written consent of the Owner.


 


Subsection 10.14         Servicing
Compensation.


 


As compensation for
its services hereunder and subject to Subsection 10.15, the Servicer shall be entitled to retain the applicable portion of the
Servicing Fee from interest payments actually collected on the Mortgage Loans. Additional servicing compensation in the form of
assumption fees, fees related to the disposition of REO Property, Ancillary Fees (other than late payment charges) and one-half
of the amount of late payment charges shall be retained by the Servicer to the extent not required to be deposited in the Custodial
Account. Prepayment Charges shall not be included in the Servicer’s compensation but paid to the Owner. The Servicer shall
be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled
to reimbursement therefor except as specifically provided for herein. To the extent the Servicer is entitled to any portion of
Servicing Fees, Servicing Advances and other amounts in excess of the interest payments actually collected on the Mortgage Loans
with respect to any Remittance Date, the Servicer shall invoice the Owner in accordance with Section 10.16 for such amounts and
the Owner shall pay the Servicer such amount within five (5) Business Days of receipt thereof.


 


Subsection 10.15         Distributions.


 


On each Remittance
Date the Servicer shall remit by wire transfer of immediately available funds to the account designated in writing by the Owner
of record on the preceding Record Date (a) all amounts credited to the Custodial Account at the close of business on the related
Determination Date, net of charges against or withdrawals from the Custodial Account pursuant to Subsection 10.05(b) through
(h) minus (b) any amounts attributable to Principal Prepayments received after the end of the calendar month preceding the
month in which the Remittance Date occurs, minus (c) any amounts attributable to Monthly Payments collected but due on a Due
Date or Due Dates subsequent to the first day of the month in which the Remittance Date occurs.


 




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Subject to Subsection
10.24, not later than each Remittance Date, the Servicer shall from its own funds deposit, as a P&I Advance, in the Custodial
Account an amount equal to the aggregate Prepayment Interest Shortfall due to either Partial Prepayment or Full Prepayment, if
any, existing in respect of the related Principal Prepayment Period; provided, however, that the aggregate amount of Prepayment
Interest Shortfalls deposited on any Remittance Date shall not exceed the amount of Servicing Fee related to the Mortgage Loans
with respect to such Remittance Date.


 


With respect to any
remittance received by a party after the Business Day on which such payment was due, the remittance party shall pay to the receiving
party interest on any such late payment at an annual rate equal to the prime lending rate as is publicly announced from time to
time in the Wall Street Journal, or its successor, at the prime lending rate published that day in the Wall Street Journal, adjusted
as of the date of each change, plus two percent (2%), but in no event greater than the maximum amount permitted by applicable
law. Such interest shall be paid on the date such late payment is made and shall cover the period commencing with the Business
Day on which such payment was due and ending with the Business Day immediately preceding the Business Day on which such payment
is made, both inclusive. The payment by a party of any such interest shall not be deemed an extension of time for payment or a
waiver of any Event of Default.


 


Subsection 10.16         Statements
to the Owner.


 


(a)          Not
later than five (5) days prior to each related Remittance Date, the Servicer shall forward to the Owner a statement in the form
specified and with the information required by the monthly reporting format of the Master Servicer, as provided to the Servicer
by the Owner. Such statement shall also include information regarding delinquencies on Mortgage Loans, indicating the number and
aggregate principal amount of Mortgage Loans which are either one (1), two (2) or three (3) or more months delinquent.
The Servicer shall submit to the Owner monthly a liquidation report with respect to each Mortgaged Property sold in a foreclosure
sale as of the related Record Date and not previously reported. The Servicer shall also provide such information as set forth above
to the Owner in electronic form in the Servicer’s standard format, a copy of which has been provided by the Servicer.


 


(b)          In
addition, the Servicer shall submit to the Owner monthly loan-by-loan default information including, without limitation, notes
made and retained by the Servicer in connection with servicing the defaulted loan, the reasons for the default, updated values
of the Mortgaged Property, updated FICO scores on the Mortgagor and information regarding Servicing Advances made.


 


(c)          On
or after the 16th day of each calendar month, the Servicer shall provide, at the Owner’s request, a list of the Mortgagors
as to which Monthly Payments that were due on the immediately preceding Due Date have not yet been received.


 




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(d)          The
Servicer shall prepare and file any and all tax returns, information statements or other filings required to be delivered to any
governmental taxing authority, the Mortgagor or to the Owner pursuant to any applicable law with respect to the Mortgage Loans
and the transactions contemplated hereby. In addition, the Servicer shall provide the Owner with such information concerning the
Mortgage Loans as is necessary for such Owner to prepare federal income tax returns as the Owner may reasonably request from time
to time.


 


Subsection 10.17         Assumption
Agreements.


 


The Servicer will use
its best efforts to enforce any “due-on-sale” provision contained in any Mortgage or Mortgage Note; provided
that, subject to the Owner’s prior approval, the Servicer shall permit such assumption if so required in accordance with
the terms of the Mortgage or the Mortgage Note. When the Mortgaged Property has been conveyed by the Mortgagor prior to payment
in full of the Mortgage Loan, the Servicer will, to the extent it has knowledge of such conveyance, exercise its rights to accelerate
the maturity of such Mortgage Loan under the “due-on-sale” clause applicable thereto; provided, however, the
Servicer will not exercise such rights if prohibited by law from doing so or if the exercise of such rights would impair or threaten
to impair any recovery under the related Primary Mortgage Insurance Policy, if any. In connection with any such assumption, the
outstanding principal amount, the Monthly Payment, the Mortgage Interest Rate, the Lifetime Rate Cap (if applicable), the Gross
Margin (if applicable), the Initial Rate Cap (if applicable) or the Periodic Rate Cap (if applicable) of the related Mortgage Note
shall not be changed, and the term of the Mortgage Loan will not be increased or decreased. If an assumption is allowed pursuant
to this Subsection 10.17, the Servicer with the prior consent of the issuer of the Primary Mortgage Insurance Policy, if any,
is authorized to enter into a substitution of liability agreement with the purchaser of the Mortgaged Property pursuant to which
the original Mortgagor is released from liability and the purchaser of the Mortgaged Property is substituted as Mortgagor and becomes
liable under the Mortgage Note.


 


Subsection 10.18         Satisfaction
of Mortgages and Release of Mortgage Files.


 


Upon the payment in
full of any Mortgage Loan, or the receipt by the Servicer of a notification that payment in full will be escrowed in a manner customary
for such purposes, the Servicer will obtain the portion of the Mortgage File that is in the possession of the Owner or its designee,
prepare and process any required satisfaction or release of the Mortgage and notify the Owner in accordance with the provisions
of this Agreement. The Owner agrees to deliver to the Servicer (or cause to be delivered to the Servicer) the original Mortgage
Note for any Mortgage Loan not later than five (5) Business Days following its receipt of a notice from the Servicer that
such a payment in full has been received or that a notification has been received that such a payment in full shall be made. Such
Mortgage Note shall be held by the Servicer, in trust, for the purpose of canceling such Mortgage Note and delivering the canceled
Mortgage Note to the Mortgagor in a timely manner as and to the extent provided under any applicable federal or state law.


 




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In the event the Servicer
grants a satisfaction or release of a Mortgage without having obtained payment in full of the indebtedness secured by the Mortgage
or as otherwise permitted under this Agreement, the Servicer shall remit to the Owner the Stated Principal Balance of the related
Mortgage Loan by deposit thereof in the Custodial Account no later than the immediately following Remittance Date, unless the Servicer
has cured its error prior to such Remittance Date. In addition, the Servicer shall have the right, at its expense, to cure any
such erroneous satisfaction or release and reinstate the Mortgage of record unless the related Mortgage Loan has been included
in a Securitization Transaction. Upon such reinstatement, the Owner shall return any funds remitted by the Servicer related thereto
unless the related Mortgage Loan has been included in a Securitization Transaction. At its option, upon remittance of the funds
to the Owner by the Servicer, the Servicer may require the Owner to assign to the Servicer any rights, if any, the Owner may have
with regard to the Mortgage to allow the Servicer to attempt to reinstate the Mortgage of record.


 


Subsection 10.19         Servicer
Shall Provide Access and Information as Reasonably Required.


 


The Servicer shall
provide to the Owner, and for any Owner insured by FDIC or NAIC, the supervisory agents and examiners of FDIC and OCC or NAIC,
access to any documentation regarding the Mortgage Loans which may be required by applicable regulations. Such access shall be
afforded without charge, but only upon reasonable request, during normal business hours and at the offices of the Servicer.


 


In addition, the Servicer
shall furnish upon request by the Owner, during the term of this Agreement, such periodic, special or other reports or information,
whether or not provided for herein, as shall be necessary, reasonable and appropriate with respect to the purposes of this Agreement
and applicable regulations. All such reports or information shall be provided by and in accordance with all reasonable instructions
and directions the Owner may require. The Servicer agrees to execute and deliver all such instruments and take all such action
as the Owner, from time to time, may reasonably request in order to effectuate the purposes and to carry out the terms of this
Agreement.


 


Subsection 10.20         Inspections.


 


The Servicer shall
inspect the Mortgaged Property as often deemed necessary by the Servicer to assure itself that the value of the Mortgaged Property
is being preserved. In addition, if any Mortgage Loan is more than forty-five (45) days delinquent, the Servicer shall inspect
the Mortgaged Property and shall conduct subsequent inspections in accordance with Customary Servicing Procedures or as may be
required by the primary mortgage guaranty insurer. The Servicer shall keep written report of each such inspection and shall provide
a copy of such inspection to the Owner upon the request of the Owner.


 




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Subsection 10.21         Restoration
of Mortgaged Property.


 


The Servicer need not
obtain the approval of the Owner prior to releasing any Insurance Proceeds or Condemnation Proceeds to the Mortgagor to be applied
to the restoration or repair of the Mortgaged Property if such release is in accordance with Customary Servicing Procedures. For
claims greater than $15,000, at a minimum, the Servicer shall, to the extent permitted by the terms of the related Mortgage Note
and applicable law, comply with the following conditions in connection with any such release of Insurance Proceeds or Condemnation
Proceeds:


 


(a)           the
Servicer shall receive satisfactory independent verification of completion of repairs and issuance of any required approvals with
respect thereto;


 


(b)           the
Servicer shall take all steps necessary to preserve the priority of the lien of the Mortgage, including, but not limited to requiring
waivers with respect to mechanics’ and materialmen’s liens;


 


(c)           the
Servicer shall verify that the Mortgage Loan is not in default; and


 


(d)           pending
repairs or restoration, the Servicer shall place the Insurance Proceeds or Condemnation Proceeds in the Escrow Account.


 


If the Owner is named
as an additional loss payee, the Servicer is hereby empowered to endorse any loss draft issued in respect of such a claim in the
name of the Owner.


 


Subsection 10.22         Fair
Credit Reporting Act.


 


The Servicer, in its
capacity as servicer for each Mortgage Loan, agrees to fully furnish, in accordance with the Fair Credit Reporting Act and its
implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax,
Experian and Trans Union Credit Information Company (three of the credit repositories), on a monthly basis.


 




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Subsection 10.23         Prepayment
Charges.


 


Notwithstanding anything
in this Agreement to the contrary, in the event of a Principal Prepayment, the Servicer shall not waive any Prepayment Charge or
portion thereof required by the terms of the related Mortgage Note unless (i) the related Mortgage Loan is in default or foreseeable
default and such waiver (a) is standard and customary in servicing mortgage loans similar to the Mortgage Loans and (b) would,
in the reasonable judgment of the Servicer, maximize recovery of total proceeds taking into account the value of such Prepayment
Charge and the related Mortgage Loan, (ii) (A) the enforceability thereof is limited (1) by bankruptcy, insolvency, moratorium,
receivership, or other similar law relating to creditors’ rights generally or (2) due to acceleration in connection with
a foreclosure or other involuntary payment, or (B) the enforceability is otherwise limited or prohibited by applicable law,
(iii) the enforceability would be considered “predatory” pursuant to written guidelines issued by any applicable federal,
state or local authority having jurisdiction over such matters, (iv) the Servicer is unable to locate documentation sufficient
to allow it to confirm the existence and amount of such Prepayment Charge after using commercially reasonable efforts to locate
such documentation, which efforts shall include, but are not limited to, seeking such documentation from the Owner, the Owner’s
custodian and from its own records or files, or (v) the related Mortgaged Property has been damaged such that the current value
of the Mortgaged Property has been reduced by at least half as a result of a natural disaster or other insured or uninsured peril,
and the borrower has elected to pay the loan in full rather than rebuild the Mortgaged Property. For the avoidance of doubt, the
Servicer may waive a Prepayment Charge in connection with a short sale or short payoff on a defaulted Mortgage Loan.


 


Subsection 10.24         Recovery
and Reimbursement of Advances.


 


Notwithstanding anything
to the contrary in this Agreement, the Servicer shall have no obligation to make any Servicing Advance from its corporate funds
on account of any Mortgage Loan, but instead the Servicer shall be entitled to use funds available for remittance to the Owner
to pay such Servicing Advances. The Servicer shall not be obligated to advance its funds to pay attorney fees or costs incurred
on behalf of the Owner in connection with litigation related to a Mortgage Loan.


 


(a)          Servicing
Advances.


 


The Servicer may, from
time to time during the term of this Agreement, and for ease of administration, make Servicing Advances when in its good faith
judgment it is necessary or advisable to do so, and the Servicer shall not have any obligation to notify the Owner before making
any Servicing Advance except as otherwise specified herein.


 


(b)          P&I
Advances.


 


The Servicer shall
have no obligation to remit any funds, nor make any P&I Advance, in excess of amounts actually collected by the Servicer. The
Servicer shall remit such funds only upon funding by the Owner of any required remittance.


 


The Servicer will notify
the Owner by electronic or facsimile transmission of the amount that is necessary to make a required P&I Advance not later
than three (3) Business Days before the Servicer requires the funds. The Owner shall, at the Servicer’s direction either
immediately deposit such amount into the appropriate Custodial Account or wire such amount to the Servicer.


 


(c)          Servicer’s
Option to Interim Bill and Require Funding of Anticipated Servicing Advances.


 




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In addition to provisions
elsewhere in this Agreement, the Servicer, in its sole discretion, may at any time bill the Owner for Servicing Advances that are
then outstanding and for Servicing Advances that the Servicer anticipates the Servicer will make prior to the next month end. Any
such invoice shall be payable within twenty (20) Business Days of the Owner’s receipt.


 


SECTION
11.   The Servicer.


 


Subsection 11.01         Indemnification;
Third Party Claims.


 


(a)          The
Servicer agrees to indemnify and hold harmless the Owner and its officers, employees, members, directors, Affiliates and representatives
against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs,
fees and expenses that the Owner may sustain in any way related to (i) the failure of the Servicer to service the Mortgage Loans
in compliance with the terms of this Agreement or (ii) a breach of the Servicer’s representations, warranties or covenants
included in this Agreement. This indemnification shall survive the termination of this Agreement or the termination of any party
to this Agreement.


 


(b)          The
Servicer shall promptly notify the Owner if a claim is made by a third party with respect to this Agreement or the Mortgage Loans,
and the Servicer shall assume (with the written consent of the Owner) the defense of any such claim and pay, as a Servicing Advance,
all expenses in connection therewith, including counsel fees. If the Servicer has assumed the defense of the Owner, the Servicer
shall provide the Owner with a written report of all expenses and advances incurred by the Servicer pursuant to this Subsection 11.01
and the Owner shall promptly reimburse the Servicer for all unreimbursed amounts advanced by it pursuant to the preceding sentence
except when and to the extent that the claims relate to the failure of the Servicer to service the Mortgage Loans in accordance
with the terms of this Agreement or any other breach by the Servicer of this Agreement.


 


Subsection 11.02         Merger
or Consolidation of the Servicer.


 


The Servicer will keep
in full effect its existence, rights and franchises as a national banking association, and will obtain and preserve its qualification
to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability
of this Agreement or any of the Mortgage Loans and to perform its duties under this Agreement.


 


Any Person into which
the Servicer may be merged or consolidated, or any entity resulting from any merger, conversion or consolidation to which the Servicer
shall be a party, or any Person succeeding to substantially all of the business of the Servicer (whether or not related to loan
servicing), shall be the successor of the Servicer hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary notwithstanding.


 




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Subsection 11.03         Limitation
on Liability of the Servicer and Others.


 


The duties and obligations
of the Servicer shall be determined solely by the express provisions of this Agreement, the Servicer shall not be liable except
for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or
obligations shall be read into this Agreement against the Servicer. Neither the Servicer nor any of the directors, officers, employees
or agents of the Servicer shall be under any liability to the Owner for any action taken or for refraining from the taking of any
action in accordance with Customary Servicing Procedures and otherwise in good faith pursuant to this Agreement or for errors in
judgment; provided, however, that this provision shall not protect the Servicer against any liability resulting from any
breach of any representation or warranty made herein, or from any liability specifically imposed on the Servicer herein; and, provided
further, that this provision shall not protect the Servicer against any liability that would otherwise be imposed by reason
of the willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of the
obligations or duties hereunder. The Servicer and any director, officer, employee or agent of the Servicer may rely on any document
of any kind which it in good faith reasonably believes to be genuine and to have been adopted or signed by the proper authorities
respecting any matters arising hereunder. Subject to the terms of Subsection 11.01, the Servicer shall have no obligation
to appear with respect to, prosecute or defend any legal action which is not incidental to the Servicer’s duty to service
the Mortgage Loans in accordance with this Agreement.


 


Subsection 11.04         Servicer
Resignation Requirements.


 


The Servicer shall
not assign this Agreement or resign from the obligations and duties hereby imposed on it except upon the determination that the
Servicer’s duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer.
Any such determination permitting the unilateral resignation of the Servicer shall be evidenced by an Opinion of Counsel to such
effect delivered to the Owner, which Opinion of Counsel shall be in form and substance acceptable to the Owner. No such resignation
of or assignment by the Servicer shall become effective until a successor has assumed the Servicer’s responsibilities and
obligations hereunder in accordance with Subsection 13.02. If the Servicer resigns pursuant to this Section 11.04, the Servicer
shall pay all costs incurred by the Owner in transferring servicing of the Mortgage Loans.


 


Subsection 11.05         No
Liability for Failure to Deliver Servicing Files.


 


The Servicer shall
have no liability for any failure to carry out its servicing responsibilities hereunder that is directly caused by the failure
of an Originator to deliver to the Servicer the Servicing Files (or portions thereof) necessary to service such Mortgage Loans
in material compliance with the Customary Servicing Procedures or this Agreement.


 




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SECTION
12. Default.


 


Subsection 12.01         Events
of Default.


 


In case one or more
of the following Events of Default by the Servicer shall occur and be continuing:


 


(a)          any
failure by the Servicer to remit to the Owner any payment required to be made under the terms of this Agreement which continues
unremedied for a period of two (2) Business Days;


 


(b)          failure
by the Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Servicer
as set forth in this Agreement which failure continues unremedied for a period of thirty (30) days after the date on which
written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Owner;


 


(c)          a
decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver
or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings,
or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall
have remained in force, undischarged or unstayed for a period of sixty (60) days;


 


(d)          the
Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment
of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or relating to all or substantially
all of the Servicer’s property;


 


(e)          the
Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable
insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its
obligations;


 


(f)          the
Servicer shall cease to be qualified to do business under the laws of any state in which a Mortgaged Property is located, but only
to the extent such qualification is necessary to ensure the enforceability of each Mortgage Loan and to perform the Servicer’s
obligations under this Agreement;


 


(g)          the
Servicer shall fail to meet the servicer eligibility qualifications of Fannie Mae or the Servicer shall fail to meet the servicer
eligibility qualifications of Freddie Mac;


 




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then, and in each and every such case,
so long as an Event of Default shall not have been remedied, the Owner, by notice in writing to the Servicer, may, in addition
to whatever rights the Owner may have at law or equity to damages, including injunctive relief and specific performance, commence
termination of all the rights and obligations of the Servicer under this Agreement and with respect to the Mortgage Loans and the
proceeds thereof. Upon receipt by the Servicer of such written notice from the Owner stating that it intends to terminate the Servicer
as a result of such Event of Default, all authority and power of the Servicer under this Agreement, including any compensation
due the Servicer under this Agreement on and after the effective date of termination, whether with respect to the Mortgage Loans
or otherwise, shall pass to and be vested in the successor appointed pursuant to Subsection 13.02. Upon written request from
the Owner, the Servicer shall prepare, execute and deliver to a successor any and all documents and other instruments, place in
such successor’s possession all Mortgage Files and do or cause to be done all other acts or things necessary or appropriate
to effect the purposes of such notice of termination, including, but not limited to, the transfer and endorsement or assignment
of the Mortgage Loans and related documents to the successor at the Servicer’s sole expense. The Servicer agrees to cooperate
with the Owner and such successor in effecting the termination of the Servicer’s responsibilities and rights hereunder, including,
without limitation, the transfer to such successor for administration by it of all amounts which shall at the time be credited
by the Servicer to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans and the payment
of all costs relating to the transfer of servicing.


 


Subsection 12.02         Waiver
of Default.


 


The Owner may waive
any default by the Servicer in the performance of its obligations hereunder and its consequences. Upon any waiver of a past default,
such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been remedied for every purpose
of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereto except
to the extent expressly so waived.


 


SECTION
13. Termination.


 


Subsection 13.01         Termination.


 


The obligations and
responsibilities of the Servicer, as servicer, shall terminate upon (a) the distribution to the Owner of the final payment
or liquidation with respect to the last Mortgage Loan, (b) the disposition of all property acquired upon foreclosure or deed
in lieu of foreclosure with respect to the last Mortgage Loan and the remittance of all funds due hereunder, (c) notice given by
the Owner pursuant to Section 13.03, or (d) notice given by the Servicer pursuant to Section 11.04. Upon written request from the
Owner in connection with any such termination, the Servicer shall prepare, execute and deliver, any and all documents and other
instruments, place in the Owner’s possession all Mortgage Files, and do or accomplish all other acts or things necessary
or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment
of the Mortgage Loans and related documents, or otherwise, at the Owner’s sole expense. The Servicer agrees to cooperate
with the Owner and such successor in effecting the termination of the Servicer’s responsibilities and rights hereunder as
servicer, including, without limitation, the transfer to such successor for administration by it of all cash amounts which shall
at the time be credited by the Servicer to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage
Loans.


 




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Subsection 13.02         Successors
to the Servicer.


 


Prior to the termination
of the Servicer’s responsibilities and duties under this Agreement pursuant to Subsections 11.04, 12.01 or 13.01, the
Owner shall, (a) succeed to and assume all of the Servicer’s responsibilities, rights, duties and obligations under
this Agreement or (b) appoint a successor which shall succeed to all rights and assume all of the responsibilities, duties
and liabilities of the Servicer under this Agreement upon such termination. In connection with such appointment and assumption,
the Owner may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor
shall agree. In the event that the Servicer’s duties, responsibilities and liabilities under this Agreement shall be terminated
pursuant to the aforementioned Subsections, the Servicer shall discharge such duties and responsibilities during the period from
the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence
which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the
rights or financial condition of its successor. The resignation or removal of the Servicer pursuant to the aforementioned Subsections
shall not become effective until a successor shall be appointed pursuant to this Subsection and shall in no event relieve the Servicer
of the representations and warranties made pursuant to Section 7 and any remedies available to the Owner under Section 11.01
or otherwise, it being understood and agreed that the provisions of such Section 7 and Section 11.01 shall be applicable to
the Servicer notwithstanding any such resignation or termination of the Servicer, or the termination of this Agreement.


 


Any successor appointed
as provided herein shall execute, acknowledge and deliver to the Servicer and to the Owner an instrument accepting such appointment,
whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities
of the Servicer, with like effect as if originally named as a party to this Agreement. Any termination or resignation of the Servicer
or this Agreement pursuant to Subsections 11.04, 12.01 or 13.01 shall not affect any claims that the Owner may have against
the Servicer based upon facts and circumstances arising prior to any such termination or resignation.


 


The Servicer shall
promptly deliver to the successor the funds in the Custodial Account and Escrow Account and all Mortgage Files and related documents
and statements held by it hereunder and the Servicer shall account for all funds and shall execute and deliver such instruments
and do such other things as may reasonably be required to more fully and definitively vest in the successor all such rights, powers,
duties, responsibilities, obligations and liabilities of the Servicer.


 


Upon a successor’s
acceptance of appointment as such, the Owner shall notify by mail the Servicer of such appointment.


 




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Subsection 13.03         Termination
by Owner.


 


The Servicer shall
not be entitled to any compensation related to any termination of its rights and obligations under this Agreement in connection
with an Event of Default. The Owner may terminate this Agreement without cause and transfer servicing to a successor Servicer by
delivering to the Servicer written notice of such termination no fewer than sixty (60) days prior to the effective date of termination.
If the Servicer’s rights and obligations under this Agreement are terminated without cause, the Owner shall reimburse the
Servicer for its applicable portion of all accrued and unpaid Servicing Fees for one hundred twenty (120) days following the notice
of transfer of the Mortgage Loans and outstanding Servicing Advances associated with the Mortgage Loans. Upon written request from
the Owner in connection with any such termination, the Servicer shall prepare, execute and deliver, any and all documents and other
instruments, and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination,
whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise, and including
the delivery to or at the direction of the Owner, all contents of the Mortgage Files in the possession of the Servicer, at the
Owner’s sole expense. The Servicer agrees to cooperate with the Owner and such successor in effecting the termination of
the Servicer’s responsibilities and rights hereunder as servicer, including, without limitation, the transfer to such successor
for administration by it of all cash amounts which shall at the time be credited by the Servicer to the Custodial Account or Escrow
Account or thereafter received with respect to the Mortgage Loans.


 


SECTION
14. Notices.


 


All demands, notices
and communications hereunder shall be in writing and shall be deemed to have been duly given if mailed, by registered or certified
mail, return receipt requested, or, if by other means, when received by the other party at the address as follows:


 


(a)           if
to the Owner:


 


Redwood Residential Acquisition
Corporation


One Belvedere Place, Suite 360


Mill Valley, CA 94941


Attention: Loss Mitigation


Phone:(415) 380-3445


Facsimile: (415) 381-1773


 


With a copy to the General Counsel
at the same address


 


(b)           if
to the Servicer:


 


[Servicer]


[                        ]


[                        ]


[                        ]


 




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With a copy address to Corporate Counsel at the same
address


 


or such other address as may hereafter
be furnished to the other party by like notice. Any such demand, notice or communication hereunder shall be deemed to have been
received on the date delivered to or received at the premises of the addressee (as evidenced, in the case of registered or certified
mail, by the date noted on the return receipt).


 


SECTION
15. Severability Clause.


 


Any part, provision,
representation or warranty of this Agreement which is prohibited or which is held to be void or unenforceable shall be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any part, provision,
representation or warranty of this Agreement which is prohibited or unenforceable or is held to be void or unenforceable in any
jurisdiction shall be ineffective, as to such jurisdiction, to the extent of such prohibition or unenforceability without invalidating
the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction as to any Mortgage Loan shall
not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the
parties hereto waive any provision of law which prohibits or renders void or unenforceable any provision hereof. If the invalidity
of any part, provision, representation or warranty of this Agreement shall deprive any party of the economic benefit intended to
be conferred by this Agreement, the parties shall negotiate, in good-faith, to develop a structure the economic effect of which
is nearly as possible the same as the economic effect of this Agreement without regard to such invalidity.


 


SECTION
16. No Partnership.


 


Nothing herein contained
shall be deemed or construed to create a co-partnership or joint venture between the parties hereto and the services of the Servicer
shall be rendered as an independent contractor and not as agent for the Owner.


 


SECTION
17. Counterparts.


 


This Agreement may
be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts
shall constitute one and the same instrument.


 


SECTION
18. Governing Law; Choice of Forum; Waiver of Jury Trial.


 


EXCEPT TO THE EXTENT
PREEMPTED BY FEDERAL LAW, THE AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO THE CONFLICTS OF LAWS PROVISIONS OF NEW YORK (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW) OR ANY OTHER
JURISDICTION.


 




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EACH PARTY HERETO
KNOWINGLY, INTENTIONALLY AND IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT
OF IN ANY WAY RELATED TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.


 


With respect to any
claim or action arising hereunder, the parties (a) irrevocably submit to the nonexclusive jurisdiction of the courts of the State
of New York and the United States District Court located in the Borough of Manhattan in The City of New York, New York, and appellate
courts from any thereof, and (b) irrevocably waive any objection which such party may have at any time to the laying of venue of
any suit, action or proceeding arising out of or relating to this Agreement brought in any such court, and irrevocably waive any
claim that any such suit action or proceeding brought in any such court has been brought in an inconvenient forum.


 


SECTION
19. Waivers.


 


No term or provision
of this Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party against whom
such waiver or modification is sought to be enforced.


 


SECTION
20. Exhibits.


 


The exhibits to this
Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement.


 


SECTION
21. General Interpretive Principles.


 


For purposes of this
Agreement, except as otherwise expressly provided or unless the context otherwise requires:


 


(a)           the
terms defined in this Agreement have the meanings assigned to them in this Agreement and include the plural as well as the singular,
and the use of any gender herein shall be deemed to include the other gender;


 


(b)           accounting
terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles;


 


(c)           references
herein to “Articles,” “Sections,” “Subsections,” “Paragraphs” and other subdivisions
without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;


 




    	 	45	 



     


    

 


(d)           the
headings of the various articles, sections, subsections and paragraphs of this Agreement and the table of contents are for convenience
of reference only and shall not modify, define, expand or limit any of the terms or provisions hereof;


 


(e)           reference
to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section in which
the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;


 


(f)           the
words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement
as a whole and not to any particular provision; and


 


(g)           the
term “include” or “including” shall mean without limitation by reason of enumeration.


 


SECTION
22. Reproduction of Documents.


 


This Agreement and
all documents relating thereto, including, without limitation (a) consents, waivers and modifications which may hereafter
be executed, (b) documents received by any party at the closing and (c) financial statements, certificates and other
information previously or hereafter furnished, may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature
photographic or other similar process. The parties hereto agree that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such
reproduction was made by a party hereto in the regular course of business, and that any enlargement, facsimile or further reproduction
of such reproduction shall likewise be admissible in evidence.


 


SECTION
23. Amendment.


 


This Agreement may
be amended from time to time by the Owner and the Servicer by written agreement signed by the parties hereto.


 


SECTION
24. Confidentiality.


 


Each of the Owner and
the Servicer shall employ proper procedures and standards designed to maintain the confidential nature of the terms of this Agreement,
except to the extent (a) the disclosure of which is reasonably believed by such party to be required in connection with regulatory
requirements or other legal requirements relating to its affairs; (b) disclosed to any one or more of such party’s employees,
officers, directors, agents, attorneys or accountants who would have access to the contents of this Agreement and such data and
information in the normal course of the performance of such person’s duties for such party, to the extent such party has
procedures in effect to inform such person of the confidential nature thereof; (c) that is disclosed in a prospectus or private
placement memorandum relating to a Securitization Transaction of the Mortgage Loans by the Owner (or an Affiliate assignee
thereof) or to any person in connection with the resale or proposed resale of all or a portion of the Mortgage Loans by such party
in accordance with the terms of this Agreement; and (d) that is reasonably believed by such party to be necessary for the
enforcement of such party’s rights under this Agreement. 


 




    	 	46	 



     


    

 


SECTION
25. Entire Agreement.


 


This Agreement constitutes
the entire agreement and understanding relating to the subject matter hereof between the parties hereto and any prior oral or written
agreements between them shall be deemed to have merged herewith.


 


SECTION
26. Further Agreements.


 


The Servicer and the
Owner each agree to execute and deliver to the other such reasonable and appropriate additional documents, instruments or agreements
as may be necessary or appropriate to effectuate the purposes of this Agreement.


 


SECTION
27. Successors and Assigns.


 


This Agreement shall
bind and inure to the benefit of and be enforceable by the initial Owner and the Servicer, and the respective successors and assigns
of the Owner and the Servicer. The initial Owner and any subsequent purchasers may assign this Agreement to any Person to whom
any Mortgage Loan is transferred pursuant to a sale or financing upon prior written notice to the Servicer in accordance with the
following paragraph; provided, however, that except in connection with Securitization Transactions, as to which no such
quantitative limitation shall apply, the Servicer shall not be required to service the Mortgage Loans for more than three (3)
Persons for assignees of Redwood Residential Acquisition Corporation or its respective Affiliates at any time and shall not recognize
any assignment of this Agreement to the extent that following such assignment more than such number of Persons would be purchasers
hereunder. As used herein, the trust formed in connection with a Securitization Transaction shall be deemed to constitute a single
“Person.” Upon any such assignment and written notice thereof to the Servicer, the Person to whom such assignment is
made shall succeed to all rights and obligations of the Owner under this Agreement to the extent of the related Mortgage Loan or
Mortgage Loans and this Agreement, to the extent of the related Mortgage Loan or Mortgage Loans, shall be deemed to be a separate
and distinct agreement between the Servicer and such purchaser, and a separate and distinct agreement between the Servicer and
each other purchaser to the extent of the other related Mortgage Loan or Mortgage Loans.


 


At least five (5)
Business Days prior to the end of the month preceding the date upon which the first remittance is to be made to an assignee of
the Owner, the Owner shall provide to the Servicer written notice of any assignment setting forth: (a) the Servicer’s
applicable Mortgage Loan identifying number for each of the Mortgage Loans affected by such assignment; (b) the aggregate
scheduled transfer balance of such Mortgage Loans; and (c) the full name, address and wiring instructions of the assignee
and the name and telephone number of an individual representative for such assignee, to whom the Servicer should: (i) send
remittances; (ii) send any notices required by or provided for in this Agreement; and (iii) deliver any legal documents
relating to the Mortgage Loans (including, but not limited to, contents of any Mortgage File obtained after the effective date
of any assignment).


 




    	 	47	 



     


    

 


If the Owner has not
provided the notice of assignment required by this Section 27, the Servicer shall not be required to treat any other Person
as a “Owner” hereunder and may continue to treat the Owner which purports to assign the Agreement as the “Owner”
for all purposes of this Agreement.


 


SECTION
28. Non-Solicitation.


 


From and after the
related Closing Date, the Servicer and any of its Affiliates will not take any action or permit or cause any action to be taken
by any of its agents or Affiliates, or by any independent contractors on its behalf, to personally, by telephone or mail, solicit
a Mortgagor under any Mortgage Loan for the purpose of refinancing a Mortgage Loan, in whole or in part, without the prior written
consent of the Owner, other than in connection with a loss mitigation action. It is understood and agreed that all rights and benefits
relating to the solicitation of any Mortgagors and the attendant rights, title and interest in and to the list of such Mortgagors
and data relating to their Mortgages (including insurance renewal dates) are solely the property of the Owner and none of the Servicer
or any of its Affiliates shall take any action to undermine these rights and benefits.


 


Notwithstanding the
foregoing, it is understood and agreed that the Servicer or any of its Affiliates:


 


(a)          may
advertise its availability for handling refinancings of mortgages in its portfolio, including the promotion of terms it has available
for such refinancings, through the sending of letters or promotional material, so long as it does not specifically target Mortgagors
and so long as such promotional material either is sent to the mortgagors for all of the mortgages in the A-quality servicing portfolio
of the Servicer and any of their Affiliates (those it owns as well as those serviced for others) or sent to all of the mortgagors
who have specific types of mortgages (such as conventional fixed-rate or conventional adjustable-rate), or sent to those mortgagors
whose mortgages fall within specific interest rate ranges;


 


(b)          may
provide pay-off information and otherwise cooperate with individual mortgagors who contact it about prepaying their mortgages by
advising them of refinancing terms and streamlined origination arrangements that are available; and


 


(c)          may
offer to refinance a Mortgage Loan made within thirty (30) days following receipt by it of a pay-off request from the related
Mortgagor.


 




    	 	48	 



     


    

 


Promotions undertaken
by the Servicer or by any Affiliate of the Servicer that are directed to the general public at large (including, without limitation,
mass mailing based on commercially acquired mailing lists, newspaper, radio and television advertisements), shall not constitute
solicitation under this Section 28.


 


SECTION
29. Protection of Consumer Information.


 


Each party agrees that
it (i) shall comply with any applicable laws and regulations regarding the privacy and security of Consumer Information, (ii) shall
not use Consumer Information in any manner inconsistent with any applicable laws and regulations regarding the privacy and security
of Consumer Information, (iii) shall not disclose Consumer Information to third parties except at the specific written direction
of the Owner or the Servicer, (iv) shall maintain adequate physical, technical and administrative safeguards to protect Consumer
Information from unauthorized access and (v) shall immediately notify the other party of any actual or suspected breach of the
confidentiality of Consumer Information.


 


SECTION
30. Cooperation of the Servicer With a Reconstitution; Regulation AB Compliance.


 


(a)          The
Servicer acknowledges and the Owner agrees that with respect to some or all of the Mortgage Loans, the Owner may effect either:


 


(1)         one
or more Whole Loan Transfers; and


 


(2)         one
or more Securitization Transactions;


 


provided, however,
that except in connection with Securitization Transactions, no more than three (3) Persons shall be assignees of the Owner’s
interest in this Agreement with respect to a given Mortgage Loan Package.


 


(b)          The
Servicer shall reasonably cooperate with the Owner in connection with any Whole Loan Transfer or Securitization Transaction contemplated
by the Owner pursuant to this Section. In connection therewith, the Owner shall deliver any Reconstitution Agreement or other document
related to the Whole Loan Transfer or Securitization Transaction to the Servicer at least fifteen (15) days prior to such transfer
and the Servicer shall execute any Reconstitution Agreement that contains servicing provisions substantially similar to those herein
or otherwise reasonably acceptable to the Owner and the Servicer and that restates the representations and warranties contained
in Section 7 as of the Reconstitution Date. In connection with any Securitization Transaction, the Servicer shall not, and shall
cause its Affiliates not to, as part of the original offering thereof, purchase any of the securities offered in such Securitization
Transaction. Any prospective assignees of the Owner who have entered into a commitment to purchase any of the Mortgage Loans in
a Whole Loan Transfer or Securitization Transaction may review the Servicer’s servicing operations, upon reasonable prior
notice to the Servicer, and the Servicer shall cooperate with such review and underwriting to the extent such prospective assignees
request information or documents that are available and can be produced without unreasonable expense or effort. Subject to any
applicable laws, the Servicer shall make the Mortgage Files related to the Mortgage Loans held by the Servicer available at the
Servicer’s principal operations center for review by any such prospective assignees during normal business hours upon reasonable
prior notice to the Servicer (in no event fewer than five (5) Business Days’ prior notice). The Servicer may, in its sole
discretion, require that such prospective assignees sign a confidentiality agreement with respect to such information disclosed
to the prospective assignee which is not available to the public at large and a release agreement with respect to its activities
on the Servicer’s premises. The Owner hereby agrees to reimburse the Servicer for reasonable “out-of-pocket”
expenses incurred by the Servicer that relate to such Whole Loan Transfer or Securitization Transaction including without limitation
reimbursement for attorneys’ fees and disbursements and the amount which reasonably reflects time and effort expended by
the Servicer in connection therewith.


 




    	 	49	 



     


    

 


(c)          In
order to facilitate compliance with Regulation AB promulgated under the Securities Act, the Servicer and the Owner agree to comply
with the provisions of the Regulation AB Compliance Addendum attached hereto as Addendum I.


 


(d)          In
connection with any Securitization, the Servicer shall execute and deliver an Assignment, Assumption and Recognition Agreement
substantially in the form of Addendum II.


 


(e)          All
Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Securitization Transaction shall be subject to this
Agreement and shall continue to be serviced in accordance with the terms of this Agreement and with respect thereto this Agreement
shall remain in full force and effect. It is understood and agreed by the Owner and the Servicer that the right to effectuate such
Whole Loan Transfer or Securitization Transaction as contemplated by this Section 30 is limited to the Owner.


 


[SIGNATURES ON FOLLOWING
PAGE]


 




    	 	50	 



     


    

 


IN WITNESS WHEREOF,
the parties have caused their names to be signed hereto by their respective officers thereunto duly authorized on the date first
above written.


 


	 	REDWOOD RESIDENTIAL ACQUISITION CORPORATION,
	 	as Owner
	 	 	 
	 	By:	                         
	 	Name:
	 	Title:
	 	 
	 	[Servicer],
	 	as Servicer
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 


[Flow Mortgage Loan Servicing Agreement,
dated __________ __, 20__]


 




    	 	 



     


    

 


EXHIBIT 1


 


FORM OF SERVICER ACKNOWLEDGEMENT


 


Pursuant to that certain
Flow Mortgage Loan Servicing Agreement, dated as of [   ], 20[__] (the “Agreement”) between Redwood
Residential Acquisition Corporation (“Owner”) and [                        ]
(“Servicer”), the Owner hereby engages the Servicer to service the mortgage loans identified on the mortgage loan schedule
attached hereto as Schedule 1 (the “Mortgage Loans”). Capitalized terms used but not defined herein shall have the
respective meanings ascribed thereto in the Agreement.


 


Servicer hereby agrees
to service the Mortgage Loans as of the Transfer Date and assumes all responsibilities to service the Mortgage Loans in accordance
with the Agreement for and Addendum A to, and for the fees set forth on, the pricing proposal dated __________ __, 20__.


 


Each of Owner and Servicer
represents and warrants that its respective representations and warranties made in the Agreement are true and correct as of the
Closing Date or such other date as is specified in the Agreement.


 


As set forth in the
Agreement, the following terms shall have the respective meanings set forth below with respect to the Mortgage Loan Package referenced
hereby.


 


		1.	Closing Date.         The
Closing Date is [___ __ __], 20__.



		2.	Cut-off Date.         The
Cut-off Date is [_____ __], 20__.



		3.	Transfer Date: [_______], 20__.



		4.	Number of Mortgage Loans.         [___]
Mortgage Loans.



		5.	Stated Principal Balance as of Cut-off Date.         $[__________].



 


This Servicer Acknowledgement
may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such
counterparts taken together shall constitute one and the same instrument.


 


IN WITNESS WHEREOF,
Owner and Servicer have executed this Servicer Acknowledgement as of the day and year first written above.


 


	REDWOOD RESIDENTIAL ACQUISITION CORPORATION

as Owner	 	
        [Servicer]

        as Servicer

	 	 	 	 	 
	By:	                             	 	By:	                           


 


	Name:	 	 	Name:	 


 


	Its:	 	 	Its:	 


 




    	 	1-1	 



     


    

 


EXHIBIT 2


FORM OF NOTICE OF SALE OF OWNERSHIP OF
MORTGAGE LOAN 


 


Under federal law, borrowers are required
to be notified in writing whenever ownership of a mortgage loan secured by their principal dwelling is sold, transferred or assigned
(collectively, “sold”) to a new creditor. This Notice is to inform you that your prior creditor has sold your loan
(described below) to us, the new creditor identified below.


 


**Please note that while we now own
your loan, we are not the servicer of your loan. The servicer (identified below) acts on our behalf to handle the ongoing administration
of your loan, including the collection of mortgage payments. Please continue to send your mortgage payments as directed by the
servicer, and NOT to us. Also, should you have any questions regarding your loan, please contact the servicer using the
contact information set forth below. The servicer is authorized to handle routine inquiries and requests regarding your loan and,
if necessary, to consult with us regarding your request and communicate to you our decision with respect to such request. ** 


 


Please note that the sale of your loan
to us may also result in a change of servicer. If this occurs, you will receive a separate notice, required under federal law,
providing information regarding the new servicer. 


 


	
        LOAN INFORMATION

         

        Date of Loan:

        Original Amount of Loan:

        Date Your Loan was Sold to the New Creditor:

        Address of Mortgaged Property:

         
	 
	 
	
        SERVICER INFORMATION

         

        Name:

        Mailing Address: 

        Telephone Number (Toll free):

         
	 
	
        NEW CREDITOR INFORMATION

         

        Name:

        Mailing Address: (not for payments):

        Telephone Number (Toll free):

         
	 
	
        AGENT INFORMATION (If we have granted an agent other
        than the servicer authority to act on our behalf, contact information for such agent will appear below):

         

        Name:

        Mailing Address: 

        Telephone Number (Toll free):
	 


 


			The transfer of the lien associated with your loan is currently recorded, or in the future may
be recorded, in the public records of the local County Recorder’s office for the county where your property is located. If
checked  ̈, ownership of your loan is also recorded on the registry
of the Mortgage Electronic Registrations System at 1818 Library Street, Suite 300, Reston, VA 20190.



 


			[Confirm if applicable] Your loan has been securitized and we own legal title to your loan
acting as trustee of the related securitization trust (the “Trust”) for the benefit of the holders (the “Holders”)
of the mortgage-backed securities issued by the Trust. Our rights and obligations, as trustee, are defined in one or more contracts
among us, the Holders and certain other parties. As a result, our authority to respond favorably to your requests or inquiries
may be limited by the terms of such contracts.



 




    	 	2-1	 



     


    

 


EXHIBIT 3


 


[TRANSFER INSTRUCTIONS]


 




    	 	3-1	 



     


    

 


ADDENDUM I


 


REGULATION AB COMPLIANCE ADDENDUM


TO FLOW MORTGAGE LOAN SERVICING AGREEMENT


(Servicing-only)


 


SECTION 1. DEFINED TERMS


 


Capitalized terms used
but not defined herein shall have the meanings assigned to such terms in the Agreement. The following terms shall have the meanings
set forth below, unless the context clearly indicates otherwise:


 


Commission:
The United States Securities and Exchange Commission.


 


Company: [                           ],
and its successors.


 


Company Information:
As defined in Section 2.07(a).


 


Depositor: The
depositor, as such term is defined in Regulation AB, with respect to any Securitization Transaction.


 


Exchange Act:
The Securities Exchange Act of 1934, as amended.


 


Master Servicer:
With respect to any Securitization Transaction, the “master servicer,” if any, identified in the related transaction
documents.


 


Reconstitution Agreement:
The agreement or agreements entered into by the Company and the Owner and/or certain third parties on the Reconstitution Date or
Dates with respect to any or all of the Mortgage Loans serviced hereunder, in connection with a Whole Loan Transfer or Securitization
Transaction.


 


Regulation AB:
Subpart 229.1100 — Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such may be amended
from time to time, and subject to such clarification and interpretation as have been provided by the Commission or by the staff
of the Commission, or as may be provided by the Commission or its staff from time to time.


 


Securities Act:
The Securities Act of 1933, as amended.


 




    	 	I-1	 



     


    

 


Securitization Transaction:
Any transaction involving either (1) a sale or other transfer of some or all of the Mortgage Loans directly or indirectly by the
Owner to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or unrated mortgage-backed
securities or (2) an issuance of publicly offered or privately placed, rated or unrated securities, the payments on which are determined
primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole or in part, of some or all
of the Mortgage Loans.


 


Servicer: As
defined in Section 2.03(c).


 


Servicing Criteria:
The “servicing criteria” set forth in Item 1122(d) of Regulation AB for which the Company is responsible in its capacity
as Servicer as identified on Exhibit B hereto, provided that such Exhibit B may be amended from time to time to reflect changes
in Regulation AB.


 


Sponsor: With
respect to any Securitization Transaction, the Person identified in writing to the Company by the Owner as sponsor for such Securitization
Transaction.


 


Static Pool Information:
Static pool information as described in Item 1l05(a)(l)-(3) and 1105(c) of Regulation AB.


 


Subcontractor:
Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly
understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete functions
identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Company or a
Subservicer, provided that this term shall not include the Owner, an Affiliate of the Owner or originators of Mortgage Loans acquired
by the Company from the Owner or an Affiliate of the Owner.


 


Subservicer:
Any Person that services Mortgage Loans on behalf of the Company or any Subservicer and is responsible for the performance (whether
directly or through Subservicers or Subcontractors) of a substantial portion of the material servicing functions identified in
Item 1122(d) of Regulation AB that are required to be performed by the Company under this Agreement or any Reconstitution Agreement,
provided that this term shall not include the Owner, an Affiliate of the Owner or originators of Mortgage Loans acquired by the
Company from the Owner or an Affiliate of the Owner.


 


Whole Loan Transfer:
Any sale or transfer of some or all of the Mortgage Loans (including an Agency Transfer), other than a Securitization Transaction.


 




    	 	I-2	 



     


    

 


SECTION 2. COMPLIANCE WITH REGULATION AB


 


Subsection 2.01. Intent of the Parties; Reasonableness.


 


The Owner and the Company
acknowledge and agree that the purpose of this Regulation AB Addendum is to facilitate compliance by the Owner and any Depositor
with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable
by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Company acknowledges
that investors in privately offered securities may require that the Owner or any Depositor provide comparable disclosure in unregistered
offerings. References in this Regulation AB Addendum to compliance with Regulation AB include provision of comparable disclosure
in private offerings. The Owner and the Company also acknowledge and agree that amendments to Regulation AB may become effective
during the term of this Agreement and that both parties will use commercially reasonable efforts to comply with such amendments.


 


Neither the Owner nor
any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than
in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of
the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities
Act). The Company acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive
guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of
counsel, or otherwise, and agrees to comply with reasonable requests made by the Owner, any Master Servicer or any Depositor in
good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection
with any Securitization Transaction, the Company shall cooperate fully with the Owner and any Master Servicer to deliver to the
Owner (including any of its assignees or designees) and one of any Master Servicer or any Depositor (as requested), any and all
statements, reports, certifications, records and any other information necessary in the good faith determination of the Owner or
any Depositor to permit the Owner, such Master Servicer or such Depositor to comply with the provisions of Regulation AB, together
with such disclosures relating to the Company, any Subservicer, and the Mortgage Loans, or the servicing of the Mortgage Loans,
reasonably believed by the Owner, the Master Servicer or any Depositor to be necessary in order to effect such compliance.


 


The Owner and the Company
also acknowledge and agree that Section 2.02(a)(i)-(v), Section 2.03(c), (e) and (f), Section 2.04, Section 2.05 and Section 2.06
of this Regulation AB Addendum shall only be applicable with respect to any Mortgage Loan if the Company (or Subservicer, if any)
services such Mortgage Loan for a period following the closing date of a related Securitization Transaction.


 


For purposes of this
Regulation AB Addendum, the term “Owner” shall refer to Redwood Residential Acquisition Corporation and its successors
in interest and assigns. In addition, any notice or request that must be “in writing” or “written” may
be made by electronic mail.


 




    	 	I-3	 



     


    

 


The Owner (including
any of its assignees or designees) shall cooperate with the Company by providing timely notice of requests for information under
these provisions.


 


Subsection 2.02 Additional Representations and
Warranties of the Company.


 


(a)          The
Company shall be deemed to represent to the Owner, to any Master Servicer and to any Depositor, as of the date on which information
is first provided to the Owner, any Master Servicer or any Depositor under Section 2.03 that, except as disclosed in writing to
the Owner, such Master Servicer or such Depositor prior to such date: (i) the Company is not aware and has not received notice
that any default, early amortization or other performance triggering event with respect to the Company has occurred as to any other
securitization due to any act or failure to act of the Company; (ii) the Company has not been terminated as servicer in a residential
mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger; (iii)
no material noncompliance with the Servicing Criteria with respect to other securitizations of residential mortgage loans involving
the Company as servicer has been disclosed or reported by the Company; (iv) no material changes to the Company’s policies
or procedures with respect to the servicing function it will perform under this Agreement and any Reconstitution Agreement for
mortgage loans of a type similar to the Mortgage Loans have occurred during the three-year period immediately preceding the related
Securitization Transaction; (v) there are no aspects of the Company’s financial condition that are reasonably expected to
have a material adverse effect on the performance by the Company of its servicing obligations under this Agreement or any Reconstitution
Agreement; (vi) there are no material legal or governmental proceedings pending (or known to be contemplated) against the Company
or any Subservicer; (vii) there are no affiliations, relationships or transactions relating to the Company or any Subservicer with
respect to any Securitization Transaction and any party thereto identified in writing to the Company by the related Depositor of
a type described in Item 1119 of Regulation AB; and (viii) neither the Company nor any of its affiliates has any financial interest
in the securities issued in the Securitization Transaction except as disclosed to the Owner and disclosed in the related prospectus
or offering memorandum.


 


(b)          If
so requested in writing by the Owner, any Master Servicer or any Depositor on any date following the date on which information
is first provided to the Owner, any Master Servicer or any Depositor under Section 2.03, the Company shall use its best efforts
to confirm in writing within five (5) Business Days, but in no event later than ten (10) Business Days, following such request
the accuracy of the representations and warranties set forth in paragraph (a) of this Section or, if any such representation and
warranty is not accurate as of the date of such request, provide within five (5) Business Days, but in no event later than ten
(10) Business Days, reasonably adequate disclosure of the pertinent facts, in writing, to the requesting party.


 


Subsection 2.03 Information to Be Provided by the
Company. 


 


In connection with
any Securitization Transaction, the Company shall use its best efforts to (i) within five (5) Business Days, but in no event later
than ten (10) Business Days, following written request by the Owner or any Depositor, provide to the Owner and such Depositor (or,
as applicable, cause each Subservicer to provide), in writing and in form and substance reasonably satisfactory to the Owner and
such Depositor, the information and materials specified in paragraphs (a), (b), (c) and (f) of this Section, and (ii) as promptly
as practicable following notice to or discovery by the Company, provide to the Owner and any Depositor (in writing and in form
and substance reasonably satisfactory to the Owner and such Depositor) the information specified in paragraph (d) of this Section.


 




    	 	I-4	 



     


    

 


(a)          [Reserved].


 


(b)          If
so requested in writing by the Owner or any Depositor, the Company shall provide Static Pool Information solely with respect to
securitized pools of mortgage loans (of a similar type as the Mortgage Loans, as reasonably identified by the Owner as provided
below) that were included in securitizations that closed during the five (5) years preceding the closing date of the related Securitization
Transaction. Such Static Pool Information shall be prepared by the Company on the basis of its reasonable, good faith interpretation
of the requirements of Item 1105(a)(3) of Regulation AB. To the extent that there is reasonably available to the Company Static
Pool Information with respect to more than one mortgage loan type, the Owner or any Depositor shall be entitled to specify whether
some or all of such information shall be provided pursuant to this paragraph. The content of such Static Pool Information may be
in the form customarily provided by the Company, and need not be customized for the Owner or any Depositor. Such Static Pool Information
for each prior securitized pool shall be presented in increments no less frequently than quarterly over the life of the mortgage
loans included in such prior securitized pool. The most recent periodic increment must be as of a date no later than 135 days prior
to the date of the prospectus or other offering document in which the Static Pool Information is to be included or incorporated
by reference. The Static Pool Information shall be provided in an electronic format that provides a permanent record of the information
provided, such as a portable document format (pdf) file, or other such electronic format reasonably required by the Owner or the
Depositor, as applicable.


 


Promptly following
notice or discovery of a material error in Static Pool Information provided pursuant to the immediately preceding paragraph (including
an omission to include therein information required to be provided pursuant to such paragraph) during the applicable offering period
for the securities, the Company shall provide corrected Static Pool Information to the Owner or any Depositor, as applicable, in
the same format in which Static Pool Information was previously provided to such party by the Company.


 


If so requested in
writing by the Owner or any Depositor, the Company shall provide, at the expense of the requesting party (to the extent of any
additional incremental expense associated with delivery pursuant to this Regulation AB Addendum), such statements and agreed-upon
procedures letters of certified public accountants reasonably acceptable to the Owner or Depositor, as applicable, pertaining to
Static Pool Information relating to securitizations closed on or after January 1, 2006, as the Owner or such Depositor shall reasonably
request. Such statements and letters shall be addressed to and be for the benefit of such parties as the Owner or such Depositor
shall designate, which may include, by way of example, any Sponsor, any Depositor and any broker dealer acting as underwriter,
placement agent or initial purchaser with respect to a Securitization Transaction. Any such statement or letter may take the form
of a standard, generally applicable document accompanied by a reliance letter authorizing reliance by the addressees designated
by the Owner or such Depositor.


 




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(c)          If
so requested in writing by the Owner or any Depositor, the Company shall provide such information regarding the Company, as servicer
of the Mortgage Loans, and each Subservicer (each of the Company and each Subservicer, for purposes of this paragraph, a “Servicer”),
as is requested for the purpose of compliance with Item 1108, 1117 and 1119 of Regulation AB. Such information shall include, at
a minimum:


 


(A)         the
Servicer’s form of organization;


 


(B)         a
description of how long the Servicer has been servicing residential mortgage loans; a general discussion of the Servicer’s
experience in servicing assets of any type as well as a more detailed discussion of the Servicer’s experience in, and procedures
for, the servicing function it will perform under the Agreement and any Reconstitution Agreements; information regarding the size,
composition and growth of the Servicer’s portfolio of residential mortgage loans of a type similar to the Mortgage Loans
and information on factors related to the Servicer that may be material, in the good faith judgment of the Owner or any Depositor,
to any analysis of the servicing of the Mortgage Loans or the related asset-backed securities, as applicable, including, without
limitation:


 


(1)         whether
any prior securitizations of mortgage loans of a type similar to the Mortgage Loans involving the Servicer have defaulted or experienced
an early amortization or other performance triggering event because of servicing by the Servicer during the three-year period immediately
preceding the related Securitization Transaction;


 


(2)         the
extent of outsourcing the Servicer utilizes;


 


(3)         whether
there has been previous disclosure of material noncompliance with the applicable servicing criteria with respect to other securitizations
of residential mortgage loans involving the Servicer as a servicer during the three-year period immediately preceding the related
Securitization Transaction;


 


(4)         whether
the Servicer has been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or
to application of a servicing performance test or trigger; and


 


(5)         such
other information as the Owner or any Depositor may reasonably request for the purpose of compliance with Item 1108(b)(2) of Regulation
AB;


 


(C)         a
description of any material changes during the three-year period immediately preceding the related Securitization Transaction to
the Servicer’s policies or procedures with respect to the servicing function it will perform under the Agreement and any
Reconstitution Agreements for mortgage loans of a type similar to the Mortgage Loans;


 




    	 	I-6	 



     


    

 


(D)         information
regarding the Servicer’s financial condition, to the extent that there is a material risk that an adverse financial event
or circumstance involving the Servicer could have a material adverse effect on the performance by the Company of its servicing
obligations under the Agreement or any Reconstitution Agreement;


 


(E)         information
regarding advances made by the Servicer on the Mortgage Loans and the Servicer’s overall servicing portfolio of residential
mortgage loans for the three-year period immediately preceding the related Securitization Transaction, which may be limited to
a statement by an authorized officer of the Servicer to the effect that the Servicer has made all advances required to be made
on residential mortgage loans serviced by it during such period, or, if such statement would not be accurate, information regarding
the percentage and type of advances not made as required, and the reasons for such failure to advance;


 


(F)         a
description of the Servicer’s processes and procedures designed to address any special or unique factors involved in servicing
loans of a similar type as the Mortgage Loans;


 


(G)         a
description of the Servicer’s processes for handling delinquencies, losses, bankruptcies and recoveries, such as through
liquidation of mortgaged properties, sale of defaulted mortgage loans or workouts;


 


(H)         information
as to how the Servicer defines or determines delinquencies and charge-offs, including the effect of any grace period, re-aging,
restructuring, partial payments considered current or other practices with respect to delinquency and loss experience;


 


(I)         a
description of any legal or governmental proceedings pending (or known to be contemplated) against the Servicer that would be material
to securityholders;


 


(J)         a
description of any affiliation or relationship between the Servicer and any of the following parties to a Securitization Transaction,
as such parties are identified to the Servicer by the Owner or any Depositor in writing in advance of a Securitization Transaction.


 


		(1)	the sponsor;



		(2)	the depositor;



		(3)	the issuing entity;



		(4)	any servicer;



		(5)	any trustee;



		(6)	any originator;



		(7)	any significant obligor;



		(8)	any enhancement or support provider;



		(9)	any asset representations reviewer; and



		(10)	any other material transaction party; and



 




    	 	I-7	 



     


    

 


(K)         a
description of any financial interest in the securities issued in the Securitization Transaction retained by the Servicer or its
affiliate.


 


(d)          For
the purpose of satisfying its reporting obligation under the Exchange Act with respect to any class of asset-backed securities,
for so long as the Depositor is required to file reports under the Exchange Act with respect to a Securitization Transaction, the
Company shall (or shall cause each Subservicer to) (i) provide prompt notice to the Owner, any Master Servicer and any Depositor
in writing of (A) any litigation or governmental proceedings pending against the Company or any Subservicer that would be material
to securityholders and (B) any affiliations or relationships that develop following the closing date of a Securitization Transaction
between the Company or any Subservicer and any of the parties specified in clause (D) of paragraph (a) of this Section (and any
other parties identified in writing by the requesting party) with respect to such Securitization Transaction, but only to the extent
that such affiliations or relationships do not include the Owner, Depositor or any of their respective Affiliates as a party, (C)
any Event of Default of which it is aware or has received notice under the terms of the Agreement or any Reconstitution Agreement,
(D) any merger or consolidation where the Company is not the surviving entity or sale of substantially all of the assets of the
Company, and (E) the Company’s entry into an agreement with a Subservicer to perform or assist in the performance of any
of the Company’s obligations under the Agreement or any Reconstitution Agreement and (ii) provide to the Owner and any Depositor
a description of such proceedings, affiliations or relationships.


 


(e)          As
a condition to the succession to the Company or any Subservicer as servicer or subservicer under the Agreement or any Reconstitution
Agreement by any Person (i) into which the Company or such Subservicer may be merged or consolidated, or (ii) which may be appointed
as a successor to the Company or any Subservicer, the Company shall provide to the Owner, any Master Servicer and any Depositor,
at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Owner and any
Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Owner and
such Depositor, all information reasonably requested in writing by the Owner or any Depositor in order to comply with its reporting
obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities.


 


(f)          In
addition to such information as the Company, as servicer, is obligated to provide pursuant to other provisions of the Agreement,
not later than ten (10) days prior to the deadline for the filing of any distribution report on Form 10-D in respect of any Securitization
Transaction that includes any of the Mortgage Loans serviced by the Company or any Subservicer, the Company or such Subservicer,
as applicable, shall, to the extent the Company or such Subservicer has knowledge, provide to the party responsible for filing
such report (including, if applicable, the Master Servicer) notice of the occurrence of any of the following events along with
all information, data and materials related thereto and reasonably available to it as may be required to be included in the related
distribution report on Form 10-D (as specified in the provisions of Regulation AB referenced below):


 


(i)          any
modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have
cumulatively become material over time (Item 1121(a)(11) of Regulation AB) that would be material to the securityholders;


 




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(ii)         breaches
of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB) that would be material
to the securityholders; and


 


(iii)        information
regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as additions, substitutions
or repurchases), and any changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item
1121(a)(14) of Regulation AB) that would be material to the securityholders.


 


(g)          The
Company shall provide to the Owner, any Master Servicer and any Depositor, upon written request, evidence of the authorization
of the person signing any certification or statement, copies of Fidelity Bond Insurance and Errors and Omissions Insurance policy
evidence, publicly available financial information and reports, and, to the extent material to securityholders, such other information
related to the Company or any Subservicer of the Company’s or such Subservicer’s performance hereunder.


 


Subsection 2.04 Servicer Compliance Statement.


 


On or before March
5th of each calendar year when the Depositor is required to file reports under the Exchange Act with respect to the related Securitization
Transaction, commencing in 20__, the Company shall deliver to the Owner and any Master Servicer, or any Depositor if a Master Servicer
has not been identified for the related Securitization Transaction, a statement of compliance addressed to such parties and signed
by an authorized officer of the Company, to the effect that (i) a review of the Company’s activities during the immediately
preceding calendar year (or applicable portion thereof) and of its performance under the Agreement and any applicable Reconstitution
Agreement during such period has been made under such officer’s supervision, and (ii) to the best of such officers’
knowledge, based on such review, the Company has fulfilled all of its obligations under the Agreement and any applicable Reconstitution
Agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure
to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the
nature and the status thereof.


 


Subsection 2.05 Report on Assessment of Compliance
and Attestation.


 


(a)          On
or before March 5th of each calendar year when the Depositor is required to file reports under the Exchange Act with respect
to the related Securitization Transaction, commencing in 20__, the Company shall:


 


(i)          deliver
to the Owner and any Master Servicer, or any Depositor if a Master Servicer has not been identified for the related Securitization
Transaction, a report (in form and substance reasonably satisfactory to such parties) regarding the Company’s assessment
of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18
of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to such parties and signed by an authorized
officer of the Company, and shall address each of the “Applicable Servicing Criteria” specified on Exhibit B hereto;


 




    	 	I-9	 



     


    

 


(ii)         deliver
to the Owner and any Master Servicer, or any Depositor if a Master Servicer has not been identified for the related Securitization
Transaction, a report of a registered public accounting firm reasonably acceptable to such parties that attests to, and reports
on, the assessment of compliance made by the Company and delivered pursuant to the preceding paragraph. Such attestation shall
be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;


 


(iii)        cause
each Subservicer, and each Subcontractor determined by the Company pursuant to Section 2.06(b) to be “participating in the
servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Owner and any Master Servicer, or
any Depositor if a Master Servicer has not been identified for the related Securitization Transaction, an assessment of compliance
and accountants’ attestation as and when provided in paragraphs (a) and (b) of this Section; and


 


(iv)        deliver,
and cause each Subservicer, and each Subcontractor determined by the Company pursuant to Section 2.06(b) to be “participating
in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver, to the Owner and any Master Servicer,
or any Depositor if a Master Servicer has not been identified for the related Securitization Transaction, and any other Person
that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and
15d-14(d) under the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) on behalf of an asset-backed issuer
with respect to a Securitization Transaction a certification, signed by the appropriate officer of the Company, in the form attached
hereto as Exhibit A.


 


The Company acknowledges
that the parties identified in clause (a)(iv) above may rely on the certification provided by the Company pursuant to such clause
in signing a Sarbanes Certification and filing such with the Commission. Neither the Owner nor any Depositor will request delivery
of a certification under clause (a)(iv) above unless a Depositor is required under the Exchange Act to file an annual report on
Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans.


 


(b)          Each
assessment of compliance provided by a Subservicer pursuant to Section 2.05(a)(iii) shall address each of the Servicing Criteria
specified on substantially Exhibit B hereto or, in the case of a Subservicer subsequently appointed as such, on or prior to the
date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 2.05(a)(iii) need not address
any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2.06.


 




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Subsecton 2.06 Use of Subservicers and Subcontractors.


 


The Company shall not
hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under the
Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (a) of this Section. The
Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not authorize any Subservicer to hire
or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under the
Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (b) of this Section.


 


(a)          It
shall not be necessary for the Company to seek the consent of the Owner, any Master Servicer or any Depositor to the utilization
of any Subservicer. The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the
Owner and any Depositor to comply with the provisions of this Section and with Sections 2.02, 2.03(c), (e), (f) and (g), 2.04,
2.05 and 2.07 of this Regulation AB Addendum to the same extent as if such Subservicer were the Company, and to provide the information
required with respect to such Subservicer under Section 2.03(d) of this Regulation AB Addendum. The Company shall be responsible
for obtaining from each Subservicer and delivering to the Owner and any Depositor any servicer compliance statement required to
be delivered by such Subservicer under Section 2.04, any assessment of compliance and attestation required to be delivered by such
Subservicer under Section 2.05 and any certification required to be delivered to the Person that will be responsible for signing
the Sarbanes Certification under Section 2.05 as and when required to be delivered.


 


(b)          It
shall not be necessary for the Company to seek the consent of the Owner, any Master Servicer or any Depositor to the utilization
of any Subcontractor. The Company shall promptly upon written request provide to the Owner and any Master Servicer, or any Depositor
(or any designee of the Depositor, such as an administrator) if a Master Servicer has not been identified for the related Securitization
Transaction, a written description (in form and substance reasonably satisfactory to such parties) of the role and function of
each Subcontractor utilized by the Company or any Subservicer, specifying (i) the identity of each such Subcontractor, (ii) which
(if any) of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation
AB and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor
identified pursuant to clause (ii) of this paragraph.


 


(c)          As
a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within
the meaning of Item 1122 of Regulation AB, the Company shall cause any such Subcontractor used by the Company (or by any Subservicer)
for the benefit of the Owner and any Depositor to comply with the provisions of Sections 2.05 and 2.07 of this Regulation AB Addendum
to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Subcontractor
and delivering to the Owner and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor
under Section 2.05, in each case as and when required to be delivered.


 




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Subsection 2.07 Indemnification; Remedies.


 


The Company shall indemnify
the Owner, each Affiliate of the Owner, and each of the following parties participating in a Securitization Transaction: each Sponsor;
each issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation,
execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or
for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization
Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such
parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective
present and former directors, officers, employees, agents and Affiliates of each of the foregoing and of the Depositor (each, an
“Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties,
fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them
may sustain arising out of or based upon:


 


(a)          (A)
any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’
letter or other material provided in written or electronic format under this Regulation AB Addendum by or on behalf of the Company,
or provided under this Regulation AB Addendum by or on behalf of any Subservicer or Subcontractor (collectively, the “Company
Information”), or (B) the omission or alleged omission to state in the Company Information a material fact required to be
stated in the Company Information or necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely
by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of
securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from
such other information;


 


(b)          any
breach by the Company of its obligations under this Regulation AB Addendum, including particularly any failure by the Company,
any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material
when and as required under this Regulation AB Addendum, including any failure by the Company to identify pursuant to Section 2.06(b)
any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB;


 


(c)          any
breach by the Company of a representation or warranty set forth in Section 2.02(a) or in a writing furnished pursuant to Section
2.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach
is not cured by such closing date, or any breach by the Company of a representation or warranty in a writing furnished pursuant
to Section 2.02(b) to the extent made as of a date subsequent to such closing date, or


 


(d)          the
negligence, bad faith or willful misconduct of the Company in connection with its performance under this Regulation AB Addendum.


 




    	 	I-12	 



     


    

 


If the indemnification
provided for herein is unavailable or insufficient to hold harmless an Indemnified Party, then the Company agrees that it shall
contribute to the amount paid or payable by such Indemnified Party as a result of any claims, losses, damages or liabilities incurred
by such Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Indemnified Party on the one
hand and the Company on the other.


 


In the case of any
failure of performance described in clause (a)(ii) of this Section, the Company shall promptly reimburse the Owner, any Depositor,
as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed with the
Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule
15d-14(d) under the Exchange Act with respect to such Securitization Transaction, for all costs reasonably incurred by each such
party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required
by the Company, any Subservicer or any Subcontractor.


 


(e)          This
indemnification shall survive the termination of the Agreement or the termination of any party to the Agreement.


 


(i)          Any
failure by the Company, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’
letter or other material when and as required under this Regulation AB Addendum, or any breach by the Company of a representation
or warranty set forth in Section 2.02(a) or in a writing furnished pursuant to Section 2.02(b) and made as of a date prior to the
closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any
breach by the Company of a representation or warranty in a writing furnished pursuant to Section 2.02(b) to the extent made as
of a date subsequent to such closing date, shall, except as provided in clause (ii) of this paragraph, immediately and automatically,
without notice or grace period, constitute an Event of Default with respect to the Company under the Agreement and any applicable
Reconstitution Agreement, and shall entitle the Owner or Depositor, as applicable, in its sole discretion to terminate the rights
and obligations of the Company as servicer under the Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding
anything in the Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the Company (and,
if the Company is servicing any of the Mortgage Loans in a Securitization Transaction, appoint a successor servicer reasonably
acceptable to any Master Servicer for such Securitization Transaction); provided that to the extent that any provision of the Agreement
and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination
of the Company as servicer, such provision shall be given effect.


 




    	 	I-13	 



     


    

 


(ii)         Any
failure by the Company, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants’
letter when and as required under Section 2.04 or 2.05, including (except as provided below) any failure by the Company to identify
pursuant to Section 2.06(b) any Subcontractor “participating in the servicing function” within the meaning of Item
1122 of Regulation AB, which continues unremedied for ten (10) calendar days after the date on which such information, report,
certification or accountants’ letter was required to be delivered shall constitute an Event of Default with respect to the
Company under the Agreement and any applicable Reconstitution Agreement, and shall entitle the Owner, any Master Servicer or any
Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company as servicer under the Agreement
and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement to the contrary) of
any compensation to the Company; provided that to the extent that any provision of the Agreement and/or any applicable Reconstitution
Agreement expressly provides for the survival of certain rights or obligations following termination of the Company as servicer,
such provision shall be given effect.


 


Neither the Owner nor
any Depositor shall be entitled to terminate the rights and obligations of the Company pursuant to this subparagraph (b)(ii) if
a failure of the Company to identify a Subcontractor “participating in the servicing function” within the meaning of
Items 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans
other than the Mortgage Loans.


 


(f)          The
Company shall promptly reimburse the Owner (or any designee of the Owner), any Master Servicer and any Depositor, as applicable,
for all reasonable expenses incurred by the Owner (or such designee) or such Depositor, as such are incurred, in connection with
the termination of the Company as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions
of this paragraph shall not limit whatever rights the Owner or any Depositor may have under other provisions of the Agreement and/or
any applicable Reconstitution Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance
or injunctive relief.


 


Subsection 2.08 Third-party Beneficiary.


 


For purposes of this
Regulation AB Addendum and any related provisions thereto, each Master Servicer shall be considered a third-party beneficiary of
the Agreement, entitled to all the rights and benefits hereof as if it were a direct party to the Agreement.


 




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EXHIBIT A 


 


FORM OF ANNUAL CERTIFICATION 


 


		Re:	The [    ] agreement dated as of [        ],
20[    ] (the “Agreement”), among [IDENTIFY PARTIES]



 


I, ________________________________, the
_____________________ of [ ] certify to [the Owner], [the Depositor], and the [Master Servicer] [Securities Administrator] [Trustee],
and their officers, with the knowledge and intent that they will rely upon this certification, that:


 


(1)           I have reviewed the servicer
compliance statement of the Company provided in accordance with Item 1123 of Regulation AB (the “Compliance Statement”),
the report on assessment of the Company’s compliance with the servicing criteria set forth in Item 1122(d) of Regulation
AB and identified as the responsibility of the Company on Exhibit B to the Regulation AB Compliance Addendum to the Agreement (the
“Servicing Criteria”), provided in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as
amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing Assessment”), the registered
public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and
Section 1122(b) of Regulation AB (the “Attestation Report”), and all servicing reports, officer’s certificates
and other information relating to the servicing of the Mortgage Loans by the Company during 20[ ] that were delivered by the Company
to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee] pursuant to the Agreement (collectively, the “Company
Servicing Information”);


 


(2)           Based on my knowledge, the
Company Servicing Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading
with respect to the period of time covered by the Company Servicing Information;


 


(3)           Based on my knowledge, all
of the Company Servicing Information required to be provided by the Company under the Agreement has been provided to the [Depositor]
[Master Servicer] [Securities Administrator] [Trustee];


 


(4)           I am responsible for reviewing
the activities performed by the Company as servicer under the Agreement, and based on my knowledge and the compliance review conducted
in preparing the Compliance Statement and except as disclosed in the Compliance Statement, the Servicing Assessment or the Attestation
Report, the Company has fulfilled its obligations under the Agreement in all material respects; and


 


(5)           The Compliance Statement required
to be delivered by the Company pursuant to the Agreement, and the Servicing Assessment and Attestation Report required to be provided
by the Company and by any Subservicer or Subcontractor pursuant to the Agreement, have been provided to the [Depositor] [Master
Servicer]. Any material instances of noncompliance described in such reports have been disclosed to the [Depositor] [Master Servicer].
Any material instance of noncompliance with the Servicing Criteria has been disclosed in such reports.


 




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	 	Date:	 
	 	 	 
	 	By:	 
	 	 	 
	 	 	Name:
	 	 	Title:


 




    	 	I-A-2	 



     


    

 


EXHIBIT B


 


SERVICING CRITERIA TO BE ADDRESSED IN
ASSESSMENT OF COMPLIANCE


 


The assessment of compliance to be delivered
by [the Company] [Name of Subservicer] shall address, at a minimum, the criteria identified as below as “Applicable Servicing
Criteria”;


 


	Servicing Criteria	
        Applicable 

        Servicing 

        Criteria 

	Reference 	Criteria 	 
	 	General Servicing Considerations 	 
	1122(d)(1)(i) 	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements. 	x
	1122(d)(1)(ii) 	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities. 	x
	1122(d)(1)(iii) 	Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained. 	 
	1122(d)(1)(iv) 	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements. 	x
	 	Cash Collection and Administration 	 
	1122(d)(2)(i) 	Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements. 	x
	1122(d)(2)(ii) 	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. 	x
	1122(d)(2)(iii) 	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. 	x
	1122(d)(2)(iv) 	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. 	x


 




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	Servicing Criteria	
        Applicable 

        Servicing 

        Criteria 

	Reference 	Criteria 	 
	1122(d)(2)(v) 	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.  For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act. 	x
	1122(d)(2)(vi) 	Unissued checks are safeguarded so as to prevent unauthorized access. 	 
	1122(d)(2)(vii) 	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts.  These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items.  These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. 	x
	 	Investor Remittances and Reporting 	 
	1122(d)(3)(i) 	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements.   Specifically, such reports (A) are prepared in accordance with timeframes and other terms  set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced by the Servicer. 	x
	1122(d)(3)(ii) 	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. 	x
	1122(d)(3)(iii) 	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements. 	x
	1122(d)(3)(iv) 	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements. 	x







 




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	Servicing Criteria	
        Applicable 

        Servicing 

        Criteria 

	Reference 	Criteria 	 
	 	Pool Asset Administration 	 
	1122(d)(4)(i) 	Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents. 	x
	1122(d)(4)(ii) 	Mortgage loan and related documents are safeguarded as required by the transaction agreements 	x
	1122(d)(4)(iii) 	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements. 	x
	1122(d)(4)(iv) 	Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents. 	x
	1122(d)(4)(v) 	The Servicer’s records regarding the mortgage loans agree with the Servicer’s records with respect to an obligor’s unpaid principal balance. 	x
	1122(d)(4)(vi) 	Changes with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents. 	x
	1122(d)(4)(vii) 	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements. 	x
	1122(d)(4)(viii) 	Records documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction agreements.  Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). 	x




 




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	Servicing Criteria	
        Applicable 

        Servicing 

        Criteria 

	Reference 	Criteria 	 
	1122(d)(4)(ix) 	Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan documents. 	x
	1122(d)(4)(x) 	Regarding any funds held in trust for an obligor (such as escrow accounts):  (A) such funds are analyzed, in accordance with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the Mortgage Loans, or such other number of days specified in the transaction agreements. 	x
	1122(d)(4)(xi) 	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements. 	x
	1122(d)(4)(xii) 	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission. 	x
	1122(d)(4)(xiii) 	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements. 	x
	1122(d)(4)(xiv) 	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements. 	x
	1122(d)(4)(xv) 	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements. 	 




 




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	 	[NAME OF SUBSERVICER]
	 	 	                      
	 	Date:	 


 


	 	By:	 
	 	 	 
	 	 	Name:
	 	 	Title:


 




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[__] – RRAC TO TRUSTEE


 


ADDENDUM II


ASSIGNMENT,
ASSUMPTION AND RECOGNITION AGREEMENT


 


For


 


Flow
Mortgage Loan Servicing Agreement


 


THIS
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated as of [ ] (the “Assignment”), is entered into among Redwood
Residential Acquisition Corporation (the “Assignor”), Sequoia Residential Funding, Inc. (the “Depositor”),
[SERVICER NAME], as the servicer (the “Servicer”), and [ ] as trustee (in such capacity, the “Trustee”
and as referred to herein, the “Assignee”) under a Pooling and Servicing Agreement dated as of [ ] (the “Pooling
and Servicing Agreement”), among the Assignor, the Depositor and the Assignee.


 


RECITALS


 


WHEREAS, the Assignor
and the Servicer have entered into a certain Flow Mortgage Loan Servicing Agreement, dated as of [ ] (the “Flow Servicing
Agreement”), and the Servicer is currently servicing certain mortgage loans (the “Mortgage Loans”) under the
Flow Servicing Agreement; and


 


WHEREAS, the Assignor
will sell the Mortgage Loans (the “Specified Mortgage Loans”) that are listed on the mortgage loan schedule attached
as Exhibit I hereto (the “Specified Mortgage Loan Schedule”) and its rights under the Flow Servicing Agreement
with respect to the Specified Mortgage Loans to the Depositor; and


 


WHEREAS, the Depositor
will sell to the Assignee all of its right, title and interest in the Specified Mortgage Loans and its rights under the Flow Servicing
Agreement with respect to the Specified Mortgage Loans; and


 


WHEREAS, the parties
hereto have agreed that the Specified Mortgage Loans shall be subject to the terms of this Assignment.


 


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


 


1.            Assignment
and Assumption.


 


(a)          Effective
on and as of the date hereof, the Assignor hereby sells, assigns, conveys and transfers to the Depositor all of its right, title
and interest in, to and under the Flow Sale and Servicing Agreement to the extent relating to the Specified Mortgage Loans, together
with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to
the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations.


 




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(b)          Effective
on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title
and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with
its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the
Specified Mortgage Loans, and the Assignee hereby accepts such assignment from the Depositor.


 


(c)          Assignee
agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants
and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from and after the date hereof, Assignee
assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in
respect of the Specified Mortgage Loans.


 


		2.	Recognition of the Assignee.



 


From and after the
date hereof, subject to Section 3 below, the Servicer shall recognize the Assignee as the holder of the rights and benefits of
the Owner with respect to the Specified Mortgage Loans and the Servicer will service the Specified Mortgage Loans for the Assignee
as if the Assignee and the Servicer had entered into a separate servicing agreement for the servicing of the Specified Mortgage
Loans in the form of the Flow Servicing Agreement (as amended hereby) with the Assignee as the Owner thereunder, the terms of which
Flow Servicing Agreement are incorporated herein by reference and amended hereby. It is the intention of the parties hereto that
this Assignment will be a separate and distinct agreement, and the entire agreement, between the parties hereto to the extent of
the Specified Mortgage Loans and shall be binding upon and for the benefit of the respective successors and assigns of the parties
hereto.


 


		3.	Amendment to the Flow Servicing Agreement.



 


The Flow Servicing
Agreement are hereby amended as set forth in Appendix A hereto with respect to the Specified Mortgage Loans.


 


		4.	Representations and Warranties.



 


(a)          Each
of the parties hereto represents and warrants that it is duly and legally authorized to enter into this Assignment.


 


(b)Each of
the parties hereto represents and warrants that this Assignment has been duly authorized, executed and delivered by it and (assuming
due authorization, execution and delivery thereof by each of the other parties hereto) constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles
(regardless of whether such enforcement is considered in a proceeding in equity or at law).


 


		5.	Continuing Effect.



 


Except as contemplated
hereby, the Flow Servicing Agreement shall remain in full force and effect in accordance with their terms. This Assignment constitutes
a Reconstitution Agreement as contemplated in Section 30 of the Flow Servicing Agreement and the Reconstitution Date shall be the
date hereof with respect to the Specified Mortgage Loans listed on Exhibit I on the date hereof.


 




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		6.	Governing Law.



 


This Assignment and
the rights and obligations hereunder shall be governed by and construed in accordance with the internal laws of the State of New
York.


 


		7.	Notices.



 


Any notices or other
communications permitted or required under the Flow Servicing Agreement to be made to the Assignor and Assignee shall be made in
accordance with the terms of the Flow Servicing Agreement and shall be sent to the Assignor and Assignee as follows:


 


Assignor: Redwood
Residential Acquisition Corporation


One Belvedere
Place, Suite 360


Mill Valley, CA
94941


 


Assignee: [  ]


 


or to such other
address as may hereafter be furnished by the Assignor or Assignee to the other parties in accordance with the provisions of the
Flow Servicing Agreement.


 


		8.	Counterparts.



 


This Assignment may
be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same instrument.


 


		9.	Definitions.



 


Any capitalized term
used but not defined in this Assignment has the same meaning as in the Flow Servicing Agreement.


 




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		10.	Master Servicer.



 


The Servicer hereby
acknowledges that the Assignee has appointed [                          ]
(the “Master Servicer”) to act as master servicer and securities administrator under the Pooling and Servicing Agreement
and hereby agrees to treat all inquiries, instructions, authorizations and other communications from the Master Servicer as if
the same had been received from the Assignee. The Master Servicer, acting on behalf of the Assignee, shall have the rights of the
Assignee as the Owner under the Flow Servicing Agreement to enforce the obligations of the Servicer thereunder. Any notices or
other communications permitted or required under the Flow Servicing Agreement to be made to the Assignee shall be made in accordance
with the terms of the Flow Servicing Agreement and shall be sent to the Master Servicer at the following address:


 


[                ]


[                ]


[                ]


Attention: Sequoia Mortgage Trust [  ]


 


or to such other
address as may hereafter be furnished by the Master Servicer to Servicer. Any such notices or other communications permitted or
required under the Flow Servicing Agreement may be delivered in electronic format unless manual signature is required in which
case a hard copy of such report or communication shall be required.


 


The Servicer shall
make all distributions under the Flow Servicing Agreement, as they relate to the Specified Mortgage Loans, to the Master Servicer
by wire transfer of immediately funds to:


 


[__]


 


		12.	Successors and Assigns.



 


Upon a transfer of
the Specified Mortgage Loans by the Assignee (other than in respect of repurchases by a seller pursuant to the related purchase
agreement) to a buyer (“buyer”), such transfer shall constitute a Reconstitution subject to the terms of Section 30
of the Flow Servicing Agreement. Upon the closing of such transfer, the rights and obligations of Owner held by the Assignor pursuant
to this Assignment shall automatically terminate and the buyer shall be deemed to possess all of the rights and obligations of
Owner under the Flow Servicing Agreement, provided, however, that the Assignor shall remain liable for any obligations as
Owner arising from or attributable to the period from the date hereof to the closing date of such transfer.


 


[remainder of page intentionally
left blank]


 




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IN WITNESS WHEREOF, the parties hereto have
executed this Assignment the day and year first above written.


 


	 	ASSIGNOR:
	 	REDWOOD RESIDENTIAL ACQUISITION CORPORATION
	 	 	                                         
	 	By:	 
	 	Name:  	 
	 	Title:	 
	 	 
	 	DEPOSITOR:
	 	SEQUOIA RESIDENTIAL FUNDING, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	ASSIGNEE:
	 	 
	 	[ ]
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	SERVICER:
	 	 	 
	 	[ ]
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




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	Accepted and agreed to by:	 
	 	 
	MASTER SERVICER:	 
	 	 
	[ ]	 
	 	 	 
	By:	                    	 
	Name: 	 	 
	Title:	 	 


 




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EXHIBIT I


 




    II-I-1 


     


    

 


APPENDIX A


 


MODIFICATIONS TO THE
FLOW SALE AND SERVICING AGREEMENT


 


1.            The
definition of “Business Day” in Section 1 of the Agreement is hereby deleted in its entirety and replaced with the
following:


 


“Business Day: Any
day other than (i) a Saturday or a Sunday, or (ii) a legal holiday in the State of New York, the State of California, or the State
of Maryland or the State of Minnesota, or (iii) a day on which banks in the State of New York, the State of California, or the
State of Maryland or the State of Minnesota are authorized or obligated by law or executive order to be closed.”


 


2.            The
definition of “Closing Date” is hereby revised to read as follows:


 


“Closing
Date: [__], except with respect to the first paragraph of Section 3 and the Servicer Acknowledgement(s).”


 


3.            The
definition of “Cut-off Date” is hereby revised to read as follows:


 


“Cut-off
Date: [__], except with respect to the first paragraph of Section 3 and the Servicer Acknowledgement(s).”


 


4.            The
definition of “First Remittance Date” is hereby revised to read as follows:


 


			“First Remittance Date: [__].”



 


5.            Subsection
10.04, first sentence of the first paragraph is revised to read as follows:


 


“The
Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of
its own funds and general assets and shall establish and maintain one or more Collection Accounts (collectively, the “Collection
Account”), titled “[ ], in trust for the holders of [ ] Mortgage Pass-Through Certificates.”


 


6.          Notwithstanding
anything to the contrary in the Flow Servicing Agreement, any Custodial Accounts established by the Servicer pursuant to Subsection
10.04 of the Flow Servicing Agreement shall qualify as Eligible Accounts as defined in the Pooling and Servicing Agreement.


 




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7.            Subsection
10.13 is revised to add the following paragraphs at the end of the section:


 


“The
REO Property must be sold within three years following the end of the calendar year of the date of acquisition if a REMIC election
has been made with respect to the arrangement under which the Mortgage Loans and REO Property are held, unless (i) the Owner shall
have been supplied with an Opinion of Counsel (at the Servicer’s expense) to the effect that the holding by the related trust
of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which
the Mortgaged Property may be held) will not result in the imposition of taxes on “prohibited transactions” of the
related trust as defined in Section 860F of the Code, or cause the related REMIC to fail to qualify as a REMIC, in which case the
related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or
(ii) the Owner (at the Servicer’s expense) or the Servicer shall have applied for, prior to the expiration of such three-year
period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year
period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence
and is necessary to sell any REO Property, the Servicer shall report monthly to the Owner as to progress being made in selling
such REO Property.


 


Notwithstanding
any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall be rented
(or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the related trust or sold
in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as “foreclosure
property” within a meaning of Section 860G(a)(8) of the Code, (ii) subject to the related trust to the imposition of any
federal or state income taxes on “net income from foreclosure property” with respect to such Mortgaged Property within
the meaning of Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the
related trust or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has
agreed to indemnify and hold harmless the related trust with respect to the imposition of any such taxes.”


 


8.            Subsection
10.16, first sentence of the first paragraph is revised to read as follows:


 


“Not
later than the tenth (10th) day of each month, the Servicer shall forward to the Owner in an electronic format statements, in substantially
the same forms as, and providing the information described in, Exhibit 3 hereto; or as otherwise mutually agreed to by Servicer
and the Master Servicer.”


 


9.            The
Flow Servicing Agreement is modified by adding a new Subsection 10.[26] which reads as follows:


 


“Subsection 10.26 Compliance
with REMIC Provisions.


 


If a REMIC
election has been made with respect to the arrangement under which the Mortgage Loans and REO Property are held, the Servicer shall
not take any action, cause the REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the
REMIC Provisions, if taken or not taken, as the case may be could (i) endanger the status of the REMIC as a REMIC or (ii) result
in the imposition of a tax upon the REMIC (including but not limited to the tax on “prohibited transactions” as defined
in Section 860F(a)(2) of the Code and the tax on “contribution” to a REMIC set forth in Section 860G(d) of the Code
unless the Servicer has received an Opinion of Counsel (at the expense of the party seeking to take such actions) to the effect
that the contemplated action will not endanger such REMIC status or result in the imposition of any such tax.”


 




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