Execution Copy 

2012-SIP-1 Structured Transaction 

SERVICING AGREEMENT 


by and between 


TENNESSEE LOAN PORTFOLIO PRIVATE OWNER, LLC 


and 


SABAL FINANCIAL GROUP, L.P. 


Dated as of October 18, 2012 


20 12-SIP-1 Structured Transaction 

Servicing Agreement 

Version 3J .I 
TABLE OF CONTENTS 


ARTICLE I DEFINITIONS AND CONSTRUCTION ......................................................... ! 


Section 1.1 Definitions.................................................................................................... 1 


Section 1.2 Construction .................................................................................................3 


ARTICLE II SERVICING OBLIGATIONS OF THE SERVICER .......................................3 


Section 2.1 Appointment and Acceptance as Servicer ...................................................3 


Section 2.2 Lin1ited Power of Attorney ..........................................................................3 


Section 2.3 Servicing Fee ...............................................................................................3 


Section 2.4 Servicing Standard .......................................................................................3 


Section 2.5 Collection Account. .....................................................................................4 


Section 2.6 Working Capital Reserve Account. .............................................................5 


Section 2.7 [Intentionally Omitted] ................................................................................5 


Section 2.8 Escrow Accounts .........................................................................................5 


Section 2.9 Other Company Accounts ............................................................................5 


Section 2.10 Maintenance of Insurance Policies ..............................................................5 


Section 2.11 Funding of Working Capital Expenses and Certain Other 


Payments; Permitted Development Expenses ..............................................6 


Section 2.12 Expenses ......................................................................................................6 


Section 2.13 Insured or Guaranteed Assets ......................................................................7 


Section 2.14 Registration with MERS ..............................................................................7 


Section 2.15 Loan Modification Program .........................................................................8 


Section 2.16 HAMP and HAF A Incentive Fees ...............................................................8 


Section 2.17 Compliance with RESPA and HFSH Act. ...................................................8 


ARTICLE III LOAN DEFAULTS; ACQUISITION OF COLLATERAL ..............................8 


Section 3.1 Delinquency Control ....................................................................................8 


Section 3.2 Discretion ofthe Servicer in Responding to Defaults ofBorrower.............8 


Section 3.3 Acquisition of Acquired Property ................................................................9 


Section 3.4 Administration of Acquired REO Properties .............................................1 0 


ARTICLE IV SlJBSERVICING ............................................................................................ 11 


Section 4.1 Retention of Subservicer............................................................................ 11 


Section 4.2 Subservicing Agreement Requirements ..................................................... l2 


Section 4.3 Servieer Liable for Subservicers ................................................................ 12 


Section 4.4 Manager Approval Required ...................................................................... 13 


Section 4.5 Regulation AB Requirements .................................................................... 13 


ARTICLEV REPRESENTATIONS, WARRANTIES AND COVENANTS OF 


THE SERVICER ............................................................................................. 13 


Section 5.1 Representations and Warranties ................................................................. 13 


Section 5.2 Reporting, Books and Records and Compliance Covenants ..................... 14 


20 I2-S !P-I Structured Transaction 

Servicing Agreement 

Version 3JJ 
Section 5.3 Audits ......................................................................................................... 18 


Section 5.4 No Liens ..................................................................................................... l8 


Section 5.5 Servicer' s Duty to Advise; Delivery of Certain Notices ........................... 19 


Section 5.6 Notice of Breach or Change of Control .....................................................20 


Section 5.7 Copies of Documents .................................................................................20 


Section 5.8 Financial Information .................................................................................20 


ARTICLE VI MANAGER CONSENT ..................................................................................21 


Section 6.1 Actions Requiring Manager Consent.. ....................................................... 21 


Section 6.2 Amendments, Modification and Waivers ..................................................22 


ARTICLE VII DEFAULTS; TERMINATION; TERMINATION WITHOUT CAUSE ........22 


Section 7.1 Defaults ......................................................................................................22 


Section 7.2 Termination with Cause .............................................................................24 


Section 7.3 Termination without Cause ........................................................................26 


Section 7.4 Effective Termination Date ........................................................................26 


Section 7.5 Accounting .................................................................................................26 


ARTICLE VIII INDEPENDENCE OF PARTIES; INDEMNIFICATION ..............................27 


Section 8.1 Independence of Parties .............................................................................27 


Section 8.2 Indemnification..........................................................................................27 


Section 8.3 Pre-Effective Date Liabilities ....................................................................29 


ARTICLE IX NOTICES .........................................................................................................29 


ARTICLE X GOVERNING LAW; JURISDICTION ..........................................................30 


Section 10.1 Governing Law ..........................................................................................30 


Section 10.2 Jurisdiction; Venue and Service .................................................................30 


Section 10.3 Waiver of Jury Trial.. ................................................................................. 33 


ARTICLE XI MISCELLANEOUS ........................................................................................33 


Section 11.1 No Assignment by Servicer; No Transfer of Ownership Interests in 


Servicing Rights .........................................................................................33 


Section 11.2 Legal Fees ..................................................................................................34 


Section 11.3 Entire Agreement .......................................................................................34 


Section 11.4 Counterparts; Facsimile Signatures ...........................................................34 


Section 11.5 Headings ....................................................................................................34 


Section 11.6 Compliance with Law ................................................................................34 


Section 11.7 Severability ................................................................................................34 


Section 11.8 Third Party Beneficiaries ...........................................................................35 


Section 11.9 Protection of Confidential Information ...................................................... 3 5 


Section 11.10 Tilne ofEssence .........................................................................................36 


Section 11.11 No Presumption .........................................................................................36 


Section 11.12 No Right of Setoff.. .................................................................................... 36 


Section 11.13 Release oflnitial Member and Others .......................................................36 


11 


2012-SIP-1 Structured Transaction 

Servicing Agreement 

Version 3J.1 
SCHEDULES AND EXHIBITS 


Exhibits 

Schedules 

Schedule I 

Schedule 2 

Schedule 3 

Schedule 6 

Asset Schedule 

Form of Electronic Tracking Agreement 

Loan Modification Program 

Fee Schedule 

Servicing Obligations 

Reimbursement of Servicer Advances 

Form of Electronic Report on the Assets and Collateral 

Termination Without Cause 

Business Plan Schedule 

111 

2012-SIP-1 Structured Transaction 

Servicing Agreement 

Version 3.1.1 
SERVICING AGREEMENT 


THIS SERVICING AGREEMENT (as the same shall be amended or supplemented, this 

''Agreement") is made and entered into as of the 18th day of October, 2012 (the "Effective 

Date"), by and between Tennessee Loan Portfolio Private Owner, LLC, a limited liability 

company organized and existing under the laws of Delaware (including its successors and 

assigns, the "Manager"), and Sabal Financial Group, L.P., a limited partnership organized and 

existing under the laws of Delaware (including those of its successors and assigns as are 

expressly permitted pursuant to this Agreement, the "Servicer"). 

RECITALS 

WHEREAS, 2012-SIP-1 Venture, LLC (the "Company") owns the Assets described on 

the Asset Schedule attached hereto as (the "Asset Schedule"); 

WHEREAS, the Manager is the "Manager" of the Company with the authority and 

responsibility to service and manage the Assets and related Collateral pursuant to the LLC 

Operating Agreement; and 

WHEREAS, the Manager and the Servicer desire that the Servicer service and administer 

the Assets and Collateral on behalf of the Company and the Manager in a manner that is, at all 

times, consistent with the requirements of this Agreement; 

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and 

agreements contained herein, and for other good and valuable consideration the receipt and 

sufficiency of which are hereby acknowledged, the Manager and the Servicer hereby agree as 

follows: 

ARTICLE I 


DEFINITIONS AND CONSTRUCTION 


Section 1.1 For purposes of this Agreement, (i) terms used herein 

(including in the preamble and recitals hereto), but not, defined herein, shall have the respective 

meanings and definitions given, or refened to, in the Agreement of Definitions, and (ii) the 

following tenns shall have the meanings and definitions hereinafter respectively set forth. 

"Agreement" shall have the meaning given in the preamble of this Agreement. 

"Agreement of Definitions" shall mean the Agreement of Definitions - 20 12-SIP-1 

Structured Transaction, dated as of the date hereof, by and among the Company, the Manager, 

the FDIC, as Receiver, in its capacity as the Initial Member, and certain others. 

"Asset Schedule" shall have the meaning given in the recitals ofthis Agreement. 

"Business Plan Schedule" shall have the meaning given in Section 5.2(h). 

"Company" shall have the meaning given in the recitals of this Agreement. 

2012-SIP-I Structured Transaction 

Servicing Agreement 

Version 3.1.1 
"Effective Date" shall have the meaning given in the preamble of this Agreement. 

"Electronic Report" shall have the meaning given in Section 5.2(e). 

"Fee Schedule" shall mean as the same may be amended from time to time 

by the Manager and the Servicer without the consent of the Initial Member. 

"Guidelines" shall mean (i) the Statement on Loss Mitigation Strategies for Servicers of 

Residential Mortgages (September 2007), issued by the federal financial institutions regulatory 

agencies and the Conference of State Bank Supervisors, (ii) the Statement on Working with 

Mortgage Bonowers (April 2007), issued by the federal financial institutions regulatory 

agencies, and (iii) any amendments, supplements or successors to either of the foregoing. 

"HAFA" shall mean the Home Affordable Foreclosure Alternatives program 

promulgated by the United States Department of the Treasury, as may be amended, 

supplemented or modified from time to time, as more fully described in Exhibit C. 

"HAMP" shall mean the Home Affordable Mortgage Program promulgated by the 

United States Department of the Treasury, as may be amended, supplemented or modified from 

time to time, as more fully described in Exhibit C. 

"Indemnified Parties" shall have the meaning given in Section 8.2. 

"Loan Modification Program" shall mean the FDIC Loan Modification Program 

promulgated by the FDIC, as may be amended, supplemented or modified from time to time, as 

more fully described in Exhibit C. 

"Manager" shall have the meaning given in the preamble of this Agreement. 

"Pre-Existing Liabilities" shall have the meaning given in Section 8.3. 


"Servicer" shall have the meaning given in the preamble ofthis Agreement. 


"Servicing" means servicing, administering, managing and disposing of the Assets and 


the Collateral, and the terms "Service" and "Serviced" have conelative meanings. 

"Servicing Obligations" shall have the meaning given in Section 2.4. 

"Servicing Standard" shall have the meaning given in Section 2.4. 

2 

2012-SIP-1 Structured Transaction 

Servicing Agreement 

Version 3.U 
"Termination Notice" shall mean any written notice of termination required pursuant to 

"Third Party Claim" shall have the meaning given in Section 8.2. 

Section 1.2 Construction. The Rules of Construction apply to this Agreement; 

provided, that any reference herein (including by reference to any defined term in the Agreement 

of Definitions) to any other Transaction Document (including as to any tenn defined therein) 

shall mean and refer to such Transaction Document as amended or otherwise modified or 

replaced from time to time in accordance with the terms thereof. 

ARTICLE II 


SERVICING OBLIGATIONS OF THE SERVICER 


Section 2.1 Appointment and Acceptance as Servicer. Effective as of the date hereof 

(and, with respect to each Asset or Group of Assets, as of the applicable Servicing Transfer Date 

with respect thereto), the Manager appoints the Servicer to service, administer, manage and 

dispose of the Assets and the Collateral on behalf of and as an agent of the Manager. 

Section 2.2 Limited Power of Attorney. The Manager hereby grants to the Servicer a 

limited power of attorney to execute all documents on its behalf (including as the "Manager" of 

the Company, in turn acting on behalf of the Company) in accordance with the Servicing 

Standard set forth below and as may be necessary to effectuate the Servicer's obligations under 

this Agreement until such time as the Manager revokes said limited power of attorney. 

Revocation of the limited power of attorney shall take effect upon: (i) the receipt by the Servicer 

of written notice thereof from or on behalf of the Manager, or (ii) termination of this Agreement 

pursuant to Article VII. 

Section 2.3 Servicing Fee. As consideration for Servicing, the Manager shall pay the 

Servicer a servicing fee in the amount and at such times as are set forth on the Fee Schedule (the 

"Servicing Fee"). 

Section 2.4 Servicing Standard. The Servicer shall take such actions and perform such 

duties in cmmection with the Servicing as are set forth on Schedule 2, as the same may be 

amended from time to time by the Manager and the Servicer (the "Servicing Obligations"). The 

Servicer shall perform its Servicing Obligations (i) in the best interests and for the benefit of the 

Company, (ii) in accordance with the terms of the Assets (and related Asset Documents), (iii) in 

accordance with the terms of this Agreement (including this Article II), (iv) in accordance with 

all applicable Laws, (v) subject to in accordance with the requirements of the LLC 

Operating Agreement, the Custodial and Paying Agency Agreement and the other Transaction 

Documents, and (vi) with respect to all SFR Loans, in compliance with the Guidelines and the 

Loan Modification Program, and (vii) to the extent consistent with the foregoing tem1s, in the 

same mrumer in which a prudent servicer would service and administer similar loans and in 

which a prudent servicer would mrumge and administer similar properties for its own portfolio or 

for other Persons, whichever stru1dard is higher, but using no less care and diligence than would 

3 

2012-SIP-1 Structured Transaction 

Servicing Agreement 

Version 3.1. I 
be customarily employed by a prudent servicer following customary and usual standards of 

practice of prudent mortgage lenders, loan servicers and asset managers servicing, managing and 

administering similar loans and properties on an arms' length basis, provided that, with respect to 

each Loan and related Collateral, in the absence of a customary and usual standard of practice, 

the Servicer shall comply with the applicable Fannie Mae Guidelines, if any, with respect to 

similar loans or properties in similar situations (the requirements in clauses (i) through (vii) 

collectively, the "Servicing Standard"). In addition, the Servicer shall perform its Servicing 

Obligations without regard to (w) any relationship that the Servicer, the Company, the Manager 

or any Subservicer or any of their respective Affiliates may have to any Borrower, Obligor or 

other obligor or any of their respective Affiliates, including any other banking or lending 

relationship and any other relationship described in Section 5 .l(h), (x) the obligations of the 

Company, the Manager, the Servicer or any Subservicer to make disbursements and advances 

with respect to the Assets and the Collateral, (y) any relationship that the Servicer or any 

Subservicer may have to each other or to the Company, the Manager or any of their respective 

Affiliates, or any relationship that any of their respective Affiliates may have to the Company, 

the Manager or any of their respective Affiliates (other than the contractual relationship 

evidenced by this Agreement or any Subservicing Agreement), and (z) the rights of the Servicer 

or any Subservicer to receive compensation (including the Servicing Fee) for its services under 

this Agreement or any Subservicing Agreement. 

Section 2.5 Collection Account. 

(a) The Servicer shall deposit (and cause each Subservicer to so deposit) into 

the Collection Account all Asset Proceeds on a daily basis (without deduction or setoff as 

provided in Section 11.12 hereof) within two Business Days after receipt thereof by the Servicer 

(or such Subservicer). The Servicer shall not cause (and shall ensure that no Subservicer causes) 

funds from any other source (other than interest or earnings on the Asset Proceeds, funds 

transferred from the Working Capital Reserve Account, the proceeds of Excess Working Capital 

Advances and Discretionary Funding Advances and other funds expressly permitted to be 

deposited into the Collection Account pursuant to the Custodial and Paying Agency Agreement) 

to be commingled in the Collection Account. 

(b) Except as otherwise directed by the Manager, any and all amounts on 

deposit in (or that are required to have been deposited into) the Collection Account (including 

interest and earnings thereon) shall be disbursed strictly in accordance with this Agreement 

(including the additional terms and conditions set forth in the Servicing Obligations) for 

purposes of payment of applicable Working Capital Expenses (including the making of 

applicable Required Funding Draws) and Permitted Development Expenses; provided, however, 

that if the Servicer or any Subservicer erroneously deposits any amounts into the Collection 

Account, it may request that the Manager withdraw such erroneously deposited amounts in 

accordance with Section 3.1 (c) of the Custodial and Paying Agency Agreement. 

(c) Except as otherwise directed by the Manager, any and all amounts 

required to be remitted by the Servicer (or any Subservicer) to the Collection Account under this 

Agreement shall be remitted by wire transfer, in immediately available funds. 

4 

2012-SIP-1 Structured Transaction 

Servicing Agreement 

Version 3.1.1 
Section 2.6 

(a) Pursuant to the LLC Operating Agreement and the Custodial and Paying 

Agency Agreement, the Company has established the Working Capital Reserve Account to be 

maintained with the Paying Agent, and the Initial Member and the Private Owner have funded 

the Working Capital Reserve into the Working Capital Reserve Account in an initial amount of 

the WCR Account Deposit for purposes of funding Working Capital Expenses and Permitted 

Development Expenses of the Company in accordance with the LLC Operating Agreement and 

the Custodial and Paying Agency Agreement. Except as otherwise directed by the Manager, the 

Servicer shall not cause (and shall ensure that no Subservicer causes) funds from any other 

source (other than interest or eamings on the Working Capital Reserve) to be commingled in the 

Working Capital Reserve Account (it being understood that deposits into such Working Capital 

Reserve Account shall be made only pursuant to the Custodial and Paying Agency Agreement 

and the LLC Operating Agreement). 

(b) Except as otherwise directed by the Manager, any and all amounts on 

deposit in the Working Capital Reserve Account (including interest and eamings thereon) shall 

be disbursed strictly in accordance with this Agreement (including the additional terms and 

conditions set forth in the Servicing Obligations) for purposes of payment of applicable Working 

Capital Expenses and Permitted Development Expenses. 

Section 2.7 [Intentionally Omitted]. 

Section 2.8 Escrow Accounts. Except as otherwise directed by the Manager, the 

Servicer shall (including through applicable Subservicers) establish and maintain one or more 

Escrow Accounts, each of which shall be held in trust for the benefit of the Company for 

amounts deposited or required to be deposited therein by the applicable BoiTower. Except as 

otherwise directed by the Manager, the Servicer shall (and shall cause each Subservicer to) 

deposit into the applicable Escrow Account on a daily basis, within two Business Days of 

receipt, all Escrow Payments and all other amounts required to be deposited in such Escrow 

Account pursuant to the applicable Asset Documents. The Servicer shall pay (or cause the 

applicable Subservicer to pay) to the BoiTowers interest on funds in Escrow Accounts to the 

extent required by Law or the applicable Asset Documents. 

Section 2.9 Other Company Accounts. At the direction of the Manager, the Servicer 

shall (itself or through applicable Subservicers) establish and maintain such other Eligible 

Accounts (as Company Accounts) as may be directed by the Manager, each of which shall be 

held in trust for the benefit of the Company, and shall be funded and disbursed only in 

accordance with such instructions as are provided by the Manager ("Other Company 

Accounts"). 

Section 2.10 Maintenance of Insurance Policies. 

(a) The Servicer and each Subservicer shall maintain the insurance required of 

the Servicer and such Subservicer, and all insurance required to be maintained with respect to the 

5 

20 12-SIP-1 Structured Transaction 

Servicing Agreement 

Version 3.1.1 
Assets (including any Collateral and any Acquired Property) being serviced pursuant to this 

Agreement, in each case as set forth in the Insurance Schedule (attached as to the LLC 

Operating Agreement) and, as to any applicable determinations by the Manager pursuant to such 

Insurance Schedule, subject to applicable instructions of the Manager. All such insurance shall 

be issued by an insurer reasonably acceptable to the Manager (and as required pursuant to the 

Insurance Schedule). 

(b) The Servicer shall, with respect to any such insurance so maintained (or 

required to be maintained) by the Servicer or any Subservicer, provide (and cause each 

Subservicer to provide), in each case as and when required and with a copy to the Manager, all 

notices and insurance certificates required of the Manager, the Company, the Servicer or any 

such Subservicer pursuant to the Insurance Schedule. Copies of fidelity bonds and insurance 

policies required to be maintained by the Servicer (or any Subservicer) shall be made available 

(and delivered) to the Manager, the Initial Member or their respective representatives on the 

Effective Date (and, with respect to each Asset, on or before the applicable Servicing Transfer 

Date with respect thereto), and shall otherwise be made available (and delivered) to the Manager 

and the Initial Member, and their respective representatives, upon request. 

Funding of Working Capital Expenses and Certain Other Payments; 

To the extent set forth in, and subject to the terms of, this 

Agreement (including the Servicing Obligations), the Servicer shall, on behalf of the Manager, in 

tum acting on behalf ofthe Company (and from funds in the applicable Company Accounts), pay 

(or cause the applicable Subservicers to so pay) applicable Working Capital Expenses and 

Permitted Development Expenses (including making applicable Required Funding Draws and 

Permitted Vertical Development Funding Draws, it being understood that the Servicing 

Obligations may set forth rights and limitations of the Servicer (and the Subservicers) with 

respect to applicable decisions and rights of the Manager in connection with the making of 

Required Funding Draws and Permitted Vertical Development Funding Draws); provided that in 

each case the payment of the same is consistent with the applicable terms and conditions in the 

Custodial and Paying Agency Agreement and, subject to Section 5.7, the applicable terms and 

conditions in the LLC Operating Agreement and the other Transaction Documents. Servicer 

acknowledges that funds in the Company Accounts, and proceeds of Excess Working Capital 

Advances and Discretionary Funding Advances, shall be used exclusively as provided in (and 

subject to the terms of) the Custodial and Paying Agency Agreement and, subject to Section 5.7, 

the applicable terms of the LLC Operating Agreement and the other Transaction Documents. 

Section 2.12 Expenses. Except as otherwise directed by the Manager, the Servicer shall 

use (and cause each applicable Subservicer to so use) its reasonable best efforts to recover from 

Borrowers and Obligors all amounts of Servicing Expenses that are advanced by the Servicer (as 

permitted or required pursuant to the Servicing Obligations) as Servieer Advances to the extent 

that the Borrowers and Obligors are responsible for such Servicing Expenses under the Asset 

Documents. All such amounts not recovered from Borrowers or Obligors and all other Servicer 

Advances shall be reimbursed only in accordance with the tenus set forth on Schedule 3, as the 

same may be amended from time to time by the Manager (without the consent of the Initial 

Member) and the Servicer. In no event may any Servicer Advances be deducted from or netted 

6 

2012-SIP-1 Structured Transaction 

Servicing Agreement 

Version 3.1.! 
against any Asset Proceeds. In the event the Servicer is reimbursed for any amount that does not 

qualify as a Servicing Expense, the Servicer shall be obligated to refund such amount to the 

Manager, or, if so directed by the Manager, directly to the Company (to the Collection Account) 

on the Specified Date immediately following the Servicer's receipt of notice from the Manager 

requesting the same. No Servicer Advances shall bear interest chargeable in any way to the 

Company or deductible from any Asset Proceeds. 

Section 2.13 If any Assets being Serviced pursuant to 

this Agreement are insured or guaranteed by any Governmental Authority, the Servicer 

acknowledges and agrees that, if the Manager so directs pursuant to the Servicing Obligations 

with respect to such Assets, it shall take any and all actions as may be necessary to insure that 

such insurance or guarantees remain in full force and effect. The Servicer acknowledges and 

agrees that, upon assumption of the Servicing Obligations with respect to the Assets pursuant to 

this Agreement, it agrees to fulfill all of the Company's obligations under the contracts of 

insurance or guaranty. 

Section 2.14 Registration with MERS. In the event that any of the Loans are (or are 

required by the Servicing Obligations to be) registered on the MERS® System, the Servicer shall 

maintain (or register, as applicable) such Loan on the MERS® System and execute and deliver 

on behalf of the Company (including, as applicable, on behalf of the Manager, in turn on behalf 

of the Company) any and all instruments of assignment and other comparable instruments with 

respect to such assignment or re-recording of a mortgage securing a Loan in the name of 

MERS®, solely as nominee for the Company and its successors and assigns. With respect to 

each Loan that is registered on the MERS® System, (A) the Servicer shall be designated as the 

"servicer" and 1 000002 ( Org I d.) shall be designated as the "investor" with respect to such Loan, 

and, if applicable, the Manager may cause or permit an applicable Subservicer (and, in the event 

such Loan is being serviced by a Rated Subservicer, shall so cause such Subservicer) to be 

designated as the "subservicer" with respect to such Loan (provided, that (i) upon the Company 

becoming a member of MERS in good standing, the Manager shall cause the Company to be 

identified in the "investor" field on the MERS® System, and (ii) at the option of the Manager in 

accordance with the LLC Operating Agreement and so long as the Manager is and remains a 

MERS member in good standing, the Manager may be designated as the "servicer" with respect 

to any such Loan, in which case the Servicer shall be designated as the "subservicer" with 

respect thereto), and (B) no other Person shall be identified on the MERS® System as having 

any interest in such Loan unless otherwise consented to by the Manager (or required pursuant to 

the Electronic Tracking Agreement). Except as otherwise directed by the Manager (in 

connection with a voluntary removal by the Manager of any Loan from the MERS® System 

pursuant to Section 12.3(h) of the LLC Operating Agreement), all Loans registered on the 

MERS® System shall remain registered on the MERS® System unless default, foreclosure or 

similar legal or MERS® requirements dictate otherwise. The Servicer shall provide the Manager 

and the Initial Member with such reports from the MERS® System as the Manager or the Initial 

Member, from time to time, may request, including to allow the Manager and the Initial Member 

to verify the Persons identified on the MERS® System as having any interest in any of the Loans 

and to confirm that the Loans required to be registered on the MERS® System are so registered. 

For so long as any Loans remain registered with MERS, the same shall be subject to an 

7 

20 12-SIP-1 Structured Transaction 

Servicing Agreement 

Version 3J.I 
Electronic Tracking Agreement in the form of Exhibit B, and, to the extent any such Loans are 

so registered with MERS as of the Closing Date, the Servicer, together with the Manager and the 

Initial Member, shall execute such Electronic Tracking Agreement on the Closing Date and 

deliver the same to MERS. Without limiting the foregoing, upon the request of the Manager or 

the Initial Member, the Servicer shall cause MERS to run a query with respect to any and all 

specified fields on the MERS® System with respect to any or all of the Loans registered on the 

MERS® System and provide the results to the Manager and the Initial Member and, if requested 

by the Manager or the Initial Member (and subject to any applicable provisions of the Electronic 

Tracking Agreement), shall cause MERS to change the information in such fields, to the extent 

MERS will do so in accordance with its policies and procedures, to reflect applicable instructions 

from the Manager or the Initial Member, as the case may be. 

Section 2.15 Loan Modification Program. For all SFR Loans, the Servicer shall at its 

expense comply (and cause each applicable Subservicer to comply) with the tem1s of the Loan 

Modification Program, as more fully described in~~~~· 

Section 2.16 HAMP and HAFA Incentive Fees. The Servicer shall be entitled to retain 

for its own account any servicer incentive fees paid to it pursuant to the HAMP and HAF A 

progran1s, if applicable. 

Section 2.17 For all SFR Loans, the Servicer 

shall comply with all requirements of RESP A, including, but not limited to, providing "hello" 

letters to Borrowers notifYing such Borrowers of the transfer of servicing of the applicable Loan 

to the Servicer. For all SFR Loans, the Servicer shall comply with all requirements of the HFSH 

Act, including, but not limited to, providing notice to Borr-owers on behalf of the Company 

notifYing such Borrowers ofthe transfer of the Loans to the Company. 

ARTICLE Ill 


LOAN DEFAULTS; ACQUISITION OF COLLATERAL 


Section 3.1 Delinquency Control. Except as otherwise directed by the Manager, the 

Servicer shall maintain (and cause each applicable Subservicer to maintain) a collection 

department that complies with the Servicing Standard and protects the Company's interests in 

the Assets and the Collateral in accordance with the Servicing Standard. 

Section 3.2 Discretion of the Servicer in Responding to Defaults of Bon-ower. Upon 

the occurr-ence of an event of default under any of the Asset Documents, but subject to the other 

terms and conditions of this Agreement, including the Servicing Obligations of the Servicer and 

such direction as the Manager may otherwise provide that is consistent with the Servicer's 

compliance with the Servicing Standard, the Servicer, with the consent of the Manager, shall 

determine the response to such default and the course of action with respect to such default, 

including (a) the selection of attorneys to be used in connection with any action, whether judicial 

or otherwise, to protect the interests of the Company in the Asset and the Collateral, (b) the 

declaration and recording of a notice of such default and the acceleration of the maturity of the 

Loan, (c) the institution of proceedings to foreclose the Asset Documents, Collateral or Acquired 

8 

2012-SIP-1 Structured Transaction 

Servicing Agreement 

Version 3.1.1 
Property securing the Loan pursuant to the power of sale contained therein or through a judicial 

action, or to appoint a receiver, (d) the institution of proceedings against any Obligor, (e) the 

acceptance of a deed in lieu of foreclosure, (f) the purchase of the real property Collateral at a 

foreclosure sale or trustee's sale or the purchase of the personal property Collateral at a UCC 

sale, and (g) the institution or continuation of proceedings to obtain a deficiency judgment 

against such Borrower or any Obligor and the collection of such judgment. Notwithstanding 

anything to the contrary contained herein, but subject to Section 5.7, the Servicer shall not, in 

connection with any such default or otherwise, take (or refrain from taking) any action if the 

taking (or refraining from taking) of such action is inconsistent with the terms of the LLC 

Operating Agreement or any other Transaction Documents without the prior written consent of 

the Manager. 

Section 3.3 Acquisition of Acquired Property. Any acquisition of Collateral shall 

conform with the terms and conditions of this Agreement (including the Servicing Obligations of 

the Servicer). With respect to any Asset as to which the Servicer has received actual notice of, or 

has actual knowledge of, any Environmental Hazard with respect to the related Collateral, the 

Servicer shall immediately provide written notice of same to the Manager. In addition, if the 

Manager so directs (and if required pursuant to the LLC Operating Agreement), prior to the 

acquisition of title (whether by foreclosure, deed in lieu of foreclosure, by power of sale or by 

sale pursuant to the Unifonn Commercial Code, or otherwise) to any Acquired REO Property, 

the Servicer shall cause a Site Assessment to be commissioned with respect to such Collateral, 

and the costs of such Site Assessment shall be deemed to be Servicing Expenses as long as such 

costs were not paid to any Affiliate of the Manager or any Affiliate of the Servicer or any 

Subservicer. Except as is otherwise directed by the Manager, the Servicer or any Subservicer 

shall not acquire or otherwise cause the Company or any Subsidiary or other entity in which the 

Company owns any interest to acquire all or any portion of any Collateral having any actual or 

threatened Environmental Hazard by foreclosure, deed in lieu of foreclosure, power of sale or 

sale pursuant to the UCC or otherwise. If title to any Collateral that constitutes real property is 

to be acquired by foreclosure, by deed in lieu of foreclosure, by power of sale or by sale pursuant 

to the UCC, or otherwise, title to such Acquired REO Property shall be taken by and held in the 

name of an Ownership Entity; provided, that for any Collateral which becomes 

Acquired REO Property after the applicable Servicing Transfer Date which contains an 

Enviromnental Hazard, the Ownership Entity that holds such Acquired REO Property may not 

hold title to any other Acquired REO Property. In connection with any such acquisition of title 

to Acquired Property by the Company (or any Ownership Entity) occurring after the Closing 

Date (by foreclosure, by deed in lieu of foreclosure, by power of sale or by sale pursuant to the 

Uniform Commercial Code, or otherwise), and subject to applicable instructions from the 

Manager, the Servicer shall obtain (or shall have obtained), during the period commencing six 

months prior to such acquisition and ending on the earlier of (i) sixty days after such acquisition 

or (ii) such earlier date as may be required in connection with the relevant exercise of remedies 

so as to comply with applicable Law and preserve rights to collect any Deficiency Balance), an 

updated Appraisal for determination of the Appraised Value (to serve as the basis for the initial 

Net Fair Value) of such Acquired Property. 

9 

2012-SIP-1 Structured Transaction 

Servicing Agreement 

Version 3.1.1 
Section 3.4 Administration of Acquired REO Properties. In addition to any other 

terms and conditions set forth herein, in connection with any Acquired REO Properties, the 

Servicer shall, in each case subject to applicable instructions from the Manager and the Servicing 

Obligations, comply with the following terms and conditions: 

(a) The Servicer shall cause the applicable Ownership Entity to maintain 

insurance in compliance with applicable requirements herein and in the Insurance Schedule. 

(b) The Servicer shall cause the applicable Ownership Entity to (i) perform 

the obligations that such Ownership Entity is required to perform under the leases to which it is a 

party in all material respects and (ii) enforce, in accordance with commercially reasonable 

practices for properties similar to the applicable Acquired REO Property, the material obligations 

to be performed by the tenants under such leases. 

(c) The Servicer shall not permit any Ownership Entity to initiate or consent 

to any zoning reclassification of any portion of the Acquired REO Property owned by such 

Ownership Entity, or use or permit the use of any portion of an Acquired REO Property in any 

manner that could result in such use (taking into account any applicable variance obtained in 

accordance with the Servicing Standard) becoming a non-conforming use under any zoning 

ordinance or any other applicable land use Law, without the prior consent of the Manager and 

the Initial Member. 

(d) The Servicer shall not permit any Ownership Entity to suffer, permit or 

initiate the joint assessment of Acquired REO Property (i) with any other real property 

constituting a Tax lot separate from such Acquired REO Property, and (ii) with any portion of an 

Acquired REO Property which may be deemed to constitute personal property, or any other 

procedure whereby the Lien of any Taxes which may be levied against such personal property 

shall be assessed or levied or charged to such Acquired REO Property. 

(e) From and after the completion of any buildings or other improvements at 

an Acquired REO Property, the Servicer shall cause the applicable Ownership Entity to maintain 

such Acquired REO Property in a good and safe condition and repair (subject to such alterations 

as the Manager may from time to time determine to be appropriate in accordance with the 

Servicing Standard and applicable requirements herein and in the other Transaction Documents) 

and in accordance with applicable Law. 

(f) With respect to any Acquired REO Prope1iy that is a Ground Lease, the 

Servicer shall cause the applicable Ownership Entity (as the lessee) to (i) pay all rents and other 

sums required to be paid by the tenant under and pursuant to the provisions of the applicable 

Ground Lease as and when such rent or other charge is payable, and (ii) diligently and timely 

perform and observe all of the terms, covenants and conditions binding on the tenant under the 

Ground Lease. The Servicer shall not permit the applicable Ownership Entity to subordinate or 

consent to the subordination of any Ground Lease to any mortgage, lease or other interest on or 

in the ground lessor's interest in the applicable Acquired REO Property without the prior consent 

10 

2012-SIP-l Structured Transaction 

Servicing Agreement 

Version 3.1.1 
of the Manager and the Initial Member unless such subordination IS required under the 

provisions of such Ground Lease. 

(g) In the event the Manager elects to cause the Company to fund any 

permitted construction or development with respect to Acquired REO Property, then the Servicer 

shall cause each Ownership Entity to pursue with diligence the applicable construction or 

development of the Acquired REO Property owned by such Ownership Entity (i) in accordance 

with the construction, development, construction management (if any) and all other material 

contracts relating to such construction or development, all requirements of Law, all restrictions, 

covenants and easements affecting such Acquired REO Property, and all applicable 

governmental approvals, (ii) (A) in the case of any such construction or development other than 

Permitted Horizontal Development, in substantial compliance with the plans and specifications 

therefor as in existence on the Closing Date and as thereafter modified by the Manager in its 

business judgment exercised in accordance with the LLC Operating Agreement and the other 

Transaction Documents, and the related Business Plan, and (B) in the case of any Permitted 

Horizontal Development, in accordance with the applicable approved Horizontal Development 

Plan, (iii) in a good and workmanlike manner and free of defects, (iv) in a manner such that such 

Acquired REO Property remains free from any Liens, claims or assessments (actual or 

contingent) for any material, labor or other item furnished in connection therewith, and (v) in 

conformance with all other applicable requirements set forth herein and in the other Transaction 

Documents. 

(h) Notwithstanding any other provision of this Section 3.4 to the contrary, (i) 

in operating, managing, leasing or disposing of any Acquired REO Property, the Servicer shall 

act in the best interests of the Company, and the Members and creditors of the Company 

(including the FDIC in its various capacities) and in accordance with the Servicing Standard, and 

(ii) without relieving the Servicer of any obligation elsewhere in this Agreement, and subject to 

any applicable Servicing Obligations and requirements in the Transaction Documents, the 

Servicer shall not be required to act in accordance with a specific provision of this Section 3.4 if 

such action is (A) not in the best interests of Company and the Members and creditors of the 

Company (including the FDIC in its various capacities), as determined by the Servicer in the 

exercise of its reasonable discretion, or (B) not in accordance with the Servicing Standard. 

(i) The Servicer shall furnish to the Manager and the Initial Member such 

reports regarding the construction, leasing and sales efforts of or relating to the Acquired REO 

Property as the Manager or the Initial Member shall reasonably request. 

ARTICLE IV 


SUBSERVICING 


Section 4.1 The Servicer may engage or retain one or more 

Subservicers, including Affiliates of the Manager or of the Servicer, as it may deem necessary 

and appropriate, provided that any Subservicer meets the requirements set forth in the definition 

of Qualified Servicer. 

11 

2012-SIP-1 Structured Transaction 

Servicing Agreement 

Version 3. J.l 
Section 4.2 Subservicing Agreement Requirements. Any Subservicing Agreement 

with any Subservicer shall provide for the Servicing by the Subservicer in accordance with the 

Servicing Standard and the other te1ms of this Agreement and the LLC Operating Agreement, 

and shall comply with the requirements set forth in Section 12.1 (b) of the LLC Operating 

Agreement. Without limitation of the foregoing, and to further clarify certain requirements so 

set forth in such Section 12.1 (b) of the LLC Operating Agreement, the Servicer agrees that: 

(a) for purposes of Section 12.l(b)(v) of the LLC Operating Agreement, any 

such Subservicing Agreement shall include rights in favor of the FDIC and the Company that are 

equivalent to the rights granted to such Persons hereunder; and 

(b) for purposes of, and in addition to, as applicable, the termination rights as 

outlined in Section 12.1Cb) of the LLC Operating Agreement, any such Subservicing Agreement 

shall (i) provide that the Subservicer consents to its immediate termination under the 

Subservicing Agreement pursuant to and of this Agreement, (ii) provide 

that the Subservicer consents to its immediate termination under the Subservicing Agreement 

upon the occurrence of any of (x) a Default under Section 7.1(b) of this Agreement, or (y) an 

Insolvency Event with respect to the Subservicer, (iii) provide that the occurrence of any 

Insolvency Event with respect to the Subservicer constitutes a default under the Subservicing 

Agreement, (iv) contain default provisions that relate to the Subservicer (including to actions of 

the Subservicer) that correspond to the provisions of Section 7.l(a), {h}, {£)., @, (t), ffi, (g}, .(hl 

and ill of this Agreement, and contain provisions that correspond to and 7.5 of 

this Agreement, and (v) without limitation of the foregoing, provide that each of the Manager 

and the Initial Member has the right (x) to terminate the Subservicing Agreement by providing 

written notice upon the occurrence of any default so required to be included therein, without any 

cure period other than as may be provided for in such default provisions under such Subservicing 

Agreement (which cure periods shall be no longer than the cure provisions in the corresponding 

provisiOns ofthis Agreement, if any), and (y) otherwise to enforce the rights of the 

Servicer under the Subservicing Agreement. 

Nothing contained in any Subservicing Agreement shall alter any obligation of the Servicer 

under this Agreement or the Manager under the LLC Operating Agreement and, in the event of 

any inconsistency between the Subservicing Agreement and the terms of either this Agreement 

or the LLC Operating Agreement, the terms of this Agreement or the LLC Operating Agreement, 

as applicable, shall apply. 

Section 4.3 Servicer Liable for Subservicers. Notwithstanding anything to the 

contrary contained herein, the use of any Subservicer shall not release the Servicer from any of 

its Servicing Obligations or other obligations under this Agreement, and the Servicer shall 

remain responsible and liable for all acts and omissions of each Subservicer as fully as if such 

acts and omissions were those of the Servicer. All actions of any Subservicer performed 

pursuant to any Subservicing Agreement shall be performed as an agent of the Servicer. No 

Subservicer shall be paid any fees or indemnified out of any Asset Proceeds, it being understood 

that all fees and related costs and liabilities of retaining any Subservicers shall be the sole 

responsibility of the Servicer. 

12 

2012-S!P-1 Structured Transaction 

Servicing Agreement 

Version 3.Ll 
Section 4.4 Each Subservicing Agreement and all 

Modifications thereto and the selection of the Subservicer, regardless of whether the Subservicer 

is an Affiliate of the Servicer, shall be subject to the prior written approval of the Manager 

(which approval shall not be unreasonably withheld, delayed or conditioned so long as the 

provisions required under Section 4.2 are not modified or deleted). A copy of all Subservicing 

Agreements, as executed and delivered and all amendments thereto, shall be provided to the 

Manager and the Initial Member. 

Section 4.5 The Servicer shall use commercially 

reasonable efforts (i) to maintain in place, and to confirm that each Subservicer has in place, 

policies and procedures instituted to monitor any performance or other triggers and events of 

default in accordance with the applicable Asset Documents and the Servicing Obligations (as 

generally required pursuant to Sections 1122(d)(l)(i) and (ii) of Regulation AB), and (ii) to 

comply, and confirm, where applicable, that each Subservicer complies, with Sections 

1122(d)(2)(i) through (vii), and Sections 1122(d)(4)(i) through (xiv) of Regulation AB, it being 

understood that any such requirements of Regulation AB referenced herein shall be deemed 

applicable to the Servicing conducted hereunder (and under any Subservicing Agreement) 

regardless of whether such requirements apply, by their terms, only to companies registered or 

required to file reports with the Securities and Exchange Commission. 

ARTICLE V 


REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SERVICER 


Section 5.1 Representations and Warranties. The Servicer hereby makes the following 

representations and warranties as ofthe date hereof: 

(a) The Servicer (i) is a limited partnership, duly organized, validly existing 

and in good standing under the Laws of the State of Delaware, (ii) has qualified or will qualify to 

transact business as a foreign entity and will remain so qualified, in the state or states and other 

jurisdictions where the Assets or the nature of the Servicer' s activities under this Agreement 

makes such qualification necessary; (iii) has all licenses and other governmental approvals 

necessary to carry on its business as now being conducted and to perform its obligations 

hereunder; and (iv) has established and shall maintain its principal place of business in the 

United States. 

(b) The Servicer has all requisite power, authority and legal right to Service 

each Asset, and to execute, deliver and perform, and to enter into and consummate the 

transactions contemplated by, this Agreement, and this Agreement has been duly authorized by 

all requisite action on the part of the Servicer. 

(c) This Agreement and all agreements contemplated hereby to which the 

Servicer is or will be a party constitute the valid, legal, binding and enforceable obligations of 

the Servicer, 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 principles of equity (regardless of whether such enforcement is considered in a 

13 

2012-SIP-1 Structured Transaction 

Servicing Agreement 

Version 3.1.1 
proceeding in equity or at law); and all requisite organizational action has been taken by the 

Servicer to make this Agreement and all agreements contemplated hereby to which the Servicer 

is or will be a party valid and binding upon the Servicer in accordance with their terms and 

conditions. 

(d) The Persons executing this Agreement on behalf of the Servicer are duly 

authorized to do so. 

(e) The execution and delivery of this Agreement by the Servicer, the 

Servicing, the consummation of any other of the transactions contemplated by this Agreement, 

and the fulfillment of or compliance with the terms hereof are in the ordinary course of business 

of the Servicer and will not (i) result in a breach of any te1m or provision of the articles or charter 

or bylaws or other organizational documents of the Servicer; (ii) conflict with, result in a breach, 

violation or acceleration of, or result in a default (or an event which, with notice or lapse of time, 

or both, would constitute a default) under the terms of any agreement or other instrument to 

which the Servicer is a party or by which it may be bound; or (iii) constitute a violation of any 

Law applicable to the Servicer, and the Servicer is not in breach or violation of any agreement or 

instrument, or in violation of any Law of any Governmental Authority having jurisdiction over it 

which breach or violation may impair the Servicer's ability to perform or meet any of its 

obligations under this Agreement. 

(t) No litigation is pending or, to the Servicer's knowledge, threatened, 

against the Servicer that would prohibit the Servicer from entering into this Agreement or is 

likely to materially and adversely affect either the ability of the Servicer to perform its 

obligations under this Agreement or the financial condition of the Servicer. 

(g) Any consent, approval, authorization or order of any Governmental 

Authority required for the execution, delivery and performance by the Servicer of or compliance 

by the Servicer with this Agreement or the consummation of the transactions contemplated by 

this Agreement has been obtained and is effective. 

(h) None of the Servicer, any Subservicer or their respective Affiliates shall, 

at any time, without the prior written approval of the Manager and the Initial Member, (i) be an 

Affiliate of or a partner or joint venturer with any Bonower or Obligor, (ii) be an agent of any 

Bonower or Obligor, or allow any Bonower or Obligor to be an agent of the Servicer or any 

Subservicer or any such Affiliate of either, or (iii) have any interest whatsoever in any Borrower 

or Obligor or other obligor with respect to any Asset or any of the Collateral, or any other 

interest whatsoever in or relating to any such Asset or Collateral (including, in the case of any 

Loan Participation, any interest in the underlying loan or collateral with respect thereto). 

(i) The Servicer is, and at all times so long as this Agreement is in effect shall 

remain, a Qualified Servicer. 

Section 5.2 Reporting, Books and Records and Compliance Covenants. The Servicer 

covenants to the Manager as follows: 

14 

20 12-SIP-1 Structured Transaction 

Servicing Agreement 

Version 3. 1.1 
(a) The Servicer shall be responsible for submitting all Internal Revenue 

Service infom1ation returns related to each Asset for all applicable periods commencing with the 

Servicing Transfer Date with respect thereto (or, if later, the Effective Date). Infonnation returns 

include reports on Forms 1098 and 1099 and any other reports required by Law. The Servicer 

shall be responsible for submitting all information retums required under applicable Law of any 

foreign Governmental Authority, to the extent such are required to be filed by the Company 

under such Law, relating to the Assets, for the calendar or tax year in which the Effective Date 

falls and thereafter. 

(b) (i) The Servicer shall cause to be kept and maintained, at all times, at the 

Servicer's principal place of business, a complete and accurate set of files, books and records 

(including records transferred by the Manager to the Servicer) regarding the Assets and the 

Collateral, and the Company's and the relevant secured parties' interests in the Assets and the 

Collateral, including records relating to the Company Accounts (including any Other Company 

Accounts maintained in connection with the Assets), the Escrow Accounts, Servicer Advances, 

Funding Draws, Working Capital Expenses, Permitted Development Expenses and collection 

and remittance of Asset Proceeds and all other amounts disbursed from any Company Account. 

The books of account shall be maintained in a mmmer that provides sufficient assurance: (A) that 

transactions of the Company are executed in accordance with, and only in accordance with, the 

general or specific authorization of the Manager consistent with the provisions of the LLC 

Operating Agreement; (B) that transactions of the Company are recorded in such form and 

manner as will (x) permit preparation of federal, state and local income and franchise Tax returns 

and information returns in accordance with the LLC Operating Agreement and as required by 

Law, (y) permit preparation of the Company's financial statements in accordance with GAAP 

and as otherwise set forth in the LLC Operating Agreement, and (z) maintain accountability for 

the Company's assets; (C) regarding the prevention or timely detection of any unauthorized, and 

non-de minimis, acquisition, use or disposition of assets of the Company or any Ownership 

Entity; and (D) that any material information regarding the business or affairs of the Company is 

accumulated, recorded, processed, summarized m1d reported to the Manager in a timely manner. 

For purposes of the preceding sentence "transactions of the Company" include (without 

limitation) all transfers of funds out of, into, or between, Accounts (to the extent that the 

Company has discretion with respect thereto), and the making of any sale or other Disposition of 

an Asset (including any Bulk Sale). 

(ii) without limiting the generality of Section 5.2(b)(i), the obligation to cause 

to be kept and maintained a complete and accurate set of records as set forth in Section 5.2(b)(i) 

in any event shall at all times include the obligation to cause each of the following to be 

maintained: (A)(x) accurate records reflecting the status of ground rents, Taxes, assessments, 

water rates, sewer rents, and other charges which are or may become a Lien upon the Mortgaged 

Property (or any other Collateral) and the status of fire and hazard insurance coverage and all 

bills for the payment of such charges (including renewal premiums), and (y) accurate records, in 

reasonable detail, of all detenninations as to whether (or not) to pay any of the foregoing on 

behalf of any Borrower, and the basis (and back-up documentation) for such determinations, (B) 

accurate records, in reasonable detail, of the results of site inspections of any Mortgaged 

Prope1iy or Acquired REO Property, (C) accurate records, in reasonable detail, of all 

15 

2012-S!P-1 Structured Transaction 

Servicing Agreement 

Version 3.1.1 
determinations as to whether (or not) to transfer (or cause to be transferred) funds out of, into, or 

between, Accounts (to the extent that the Manager has discretion with respect thereto), and the 

basis (and back-up documentation) for all such determinations, (D) accurate records, in 

reasonable detail, of all determinations as to whether (or not) to effect any proposed sale or other 

Disposition of an Asset (including any Bulk Sale), and the basis (and back-up documentation) of 

such determination, and (E) accurate records, in reasonable detail, of all other determinations that 

are material to the Company. 

(c) The Servicer shall cause all books and records at any time kept or 

maintained pursuant to to be and remain property of the Company (and hereby 

acknowledges and agrees that the same shall at all times be property ofthe Company), and to be 

maintained and retained until the date that is the later of ten years after the Closing Date and 

three years after the Final Distribution Date, which date shall be established by notice to such 

effect to the Servicer by the Manager. All such books and records shall be available during such 

period for inspection by the Manager, the FDIC and the Initial Member (and their respective 

representatives, including any applicable Governmental Authority) at all reasonable times during 

business hours on any Business Days (or, in the case of any such inspection after the term hereof, 

at such other location as is provided by notice to the Manager, the FDIC and the Initial Member, 

as applicable), in each instance upon not less than two Business Days' prior notice to the 

Servicer. Upon request by the Manager, the Servicer, at the sole cost and expense of the 

Manager, shall promptly send copies (the number of copies of which shall be reasonable) of such 

books and records to the Manager. The Servicer shall (and shall cause each Subservicer to) 

provide the Manager with reasonable advance notice of the Servicer's (or any such 

Subservicer's) intention to destroy or dispose of any documents or files relating to the Assets 

and, upon the request of the Manager, shall allow the Manager, at its own expense, to recover the 

same from the Servicer (or such Subservicer). 

(d) The covenants set forth in Section 5.2(b) and (£) above to maintain a 

complete and accurate set of records shall encompass all files in the Servicer's (or any 

Subservicer's) custody, possession or control pertaining to the Assets and the Collateral, 

including (except as required to be held by the Custodian pursuant to the Custodial and Paying 

Agency Agreement) all original and other documentation pertaining to the Assets and the 

Collateral, all documentation relating to items of income and expense pertaining to the Assets 

and the Collateral, and all of the Servicer's (and any Subservicer's) internal memoranda 

pe1iaining to the Assets and the Collateral. 

(e) The Servicer shall cause to be furnished to the Manager, each month on 

the Specified Date, commencing with November 2012 (or such other date as may be set fmih in 

the Servicing Obligations), a monthly electronic report on the Assets and Collateral containing 

such information and substantially in the form set forth on Schedule 4 as the same may be 

amended from time to time by the Manager (without the consent of the Initial Member) and the 

Servicer (the "Electronic Report"). The Electronic Report shall include, but not be limited to, 

the information required for the Manager to prepare, in accordance with the LLC Operating 

Agreement, the Cash Flow and Distribution Report and the Monthly Report, and such other 

reports and information as the Manager shall reasonably require, to the extent such infonnation 

16 

20 12-S1P-1 Structured Transaction 

Servicing Agreement 

Version 3.1.1 
is reasonably available to the Servicer (or any Subservicer). Notwithstanding the above, with 

respect to any period prior to the applicable Servicing Transfer Date, the applicable Electronic 

Reports may exclude certain of the information otherwise required to be included therein if and 

to the extent the Initial Member (or the Transferor) is obligated to provide such information (or 

other information that is a prerequisite to the Servicer being able to provide such information) to 

the Servicer and the Manager pursuant to the interim servicing and asset management support 

obligation set forth in Section 3.3 of the Contribution Agreement and the Initial Member (or the 

Transferor) fails to timely deliver such information to the Servicer and the Manager. 

(f) The Servicer shall deliver, and shall cause each Subservicer to deliver, to 

the Manager and the Initial Member, on or before March 10 of each year, or such other day as 

the Manager and the Servicer may agree, commencing in the year 2013, an annual officer's 

certificate stating, as to the signer thereof: that (i) a review of such party's activities during the 

preceding Fiscal Year (or other applicable period as set forth below in this and of 

its performance under this Agreement (or, as applicable, any Subservicing Agreement) has been 

made under such officer's supervision, and (ii) to the best of such officer's knowledge and belief, 

based on such review, such party has fulfilled all of its obligations under this Agreement (or, as 

applicable, any Subservicing Agreement) in all material respects throughout such year (or other 

applicable period as set forth below in this Section 5.2(0), ifthere has been a failure to fulfill any 

such obligation in any material respect, specifying each such failure and the nature and status 

thereof. The first such officer's certificate shall, with respect to any Asset, shall cover the period 

commencing on the Servicing Transfer Date and continuing through the end of the 2012 Fiscal 

Year. In the event the Servicer or any Subservicer has been tem1inated, resigned or otherwise 

performed in such capacity for only part of a year (or other applicable period, as the case may be, 

with respect to the period commencing, with respect to any Asset, on the Servicing Transfer Date 

through the end of the 2012 Fiscal Year), such party shall provide an officer's certificate 

pursuant to this Section 5.2 with respect to such portion of the year (or other applicable period). 

(g) On or before March 10 of each year, or such other day as the Manager and 

the Servicer agree, commencing in the year 2013, the Servicer shall, and shall cause each 

Subservicer to, provide to the Manager, and the Initial Member (and to such other Person as the 

Manager may direct) a report prepared by a nationally recognized firm of independent certified 

public accountants to the efiect that, with respect to the prior Fiscal Year (or other applicable 

period as set forth below), such firm has examined certain records and documents relating to 

compliance with the servicing requirements in this Agreement and that, on the basis of such 

examination conducted substantially in compliance with either the Unifo1m Single Attestation 

Program for Mortgage Bankers or item 1122 of Regulation AB, such firm is of the opinion that 

the Servicer or applicable Subservicer's activities have been conducted in compliance with this 

Agreement (including, to the extent applicable pursuant to Section 4.5 above, Regulation AB), or 

that such examination has disclosed no material items of noncompliance except for (i) such 

exceptions as such firm believes to be immaterial, and (ii) such other exceptions as are set forth 

in the report. The first such reports shall cover the period commencing on the Effective Date 

(and for each Asset, covering the period from the applicable Servicing Transfer Date) and 

continuing through the end ofthe 2012 Fiscal Year. 

17 

2012-SIP-1 Structured Transaction 

Servicing Agreement 

Version 3.1.1 
(h) In connection with the Manager's obligations under the LLC Operating 

Agreement to prepare, review and periodically update Business Plans, the Servicer shall prepare 

and deliver to the Manager, and thereafter periodically update, such Business Plans, or relevant 

portions thereof or information to be included therein, in each case to the extent set forth and 

required pursuant to Schedule 6 hereto as the same may be amended from time to time by the 

Manager and the Servicer without the consent of the Initial Member (the "Business Plan 

Schedule"). Upon reasonable notice by the Initial Member or the Manager, the Servicer shall 

make its (and each applicable Subservicer's) persom1el who are familiar with the Business Plans 

(or relevant portions thereof) available during nonnal business hours for the purposes of 

discussing such Business Plans with representatives of the Initial Member and/or the Manager 

and responding to questions therefrom. 

Section 5.3 Audits. Until the later of the date that is ten years after the Closing Date 

and the date that is three years after the Final Distribution Date, which date shall be established 

by notice to such effect to the Servicer by the Manager, the Servicer shall, and shall cause each 

Subservicer to, (a) provide the Manager and the Initial Member and their respective 

representatives (including any Govermnental Authority), during nonnal business hours and on 

reasonable notice, with access to and the right to review all of the books of account, reports and 

records relating to the Assets or any Collateral, the Servicing Obligations, the Company 

Accounts (including any Other Company Accounts), the Escrow Accounts, disbursements under 

the Custodial and Paying Agency Agreement, distributions under the LLC Operating Agreement 

or any matters relating to this Agreement or the rights or obligations hereunder or under the other 

Transaction Documents, (b) permit such representatives to make copies of and extracts from the 

same, (c) allow the Manager or the Initial Member to cause such books to be audited by 

accountants selected by the Manager or the Initial Member, as applicable, and (d) allow the 

representatives of the Manager or the Initial Member to discuss any Servicer's and any 

Subservicer's affairs, finances and accounts, as they relate to the Assets, the Collateral, the 

Servicing Obligations, the Company Accounts, the Escrow Accounts or any other matters 

relating to this Agreement, the other Transaction Documents, or the rights or obligations 

hereunder and thereunder, with any such Servicer's and any such Subservicer's officers, 

directors, employees, attorneys and accountants (and by this provision the Servicer hereby 

authorizes such accountants to discuss such affairs, finances and accounts with such 

representatives). Any expense incurred by the Manager or the Initial Member and any 

reasonable out-of-pocket expense incurred by the Servicer in connection with the exercise by the 

Manager or the Initial Member of its rights in this Section 5.3 shall be borne by the Manager or 

the Initial Member, as applicable (and in all events subject to any obligation of the Manager to 

bear such expenses of the Initial Member pursuant to the LLC Operating Agreement); provided, 

nn,,wP'vPr that any expense incident to the exercise by the Manager or the Initial Member of their 

respective rights pursuant to this Section 5.3 as a result of or during the continuance of a Default 

by the Servicer hereunder (including any such Default relating or attributable to any Subservicer) 

shall in all cases be borne by the Servicer. 

Section 5.4 The Servicer shall not (i) place, or (ii) knowingly (including for 

this purpose any knowledge that the Servicer would have obtained if it had complied with the 

Servicing Standard) permit (voluntarily or involuntarily) to be placed, or to exist, any Lien on 

18 

2012-SIP-1 Structured Transaction 

Servicing Agreement 

Version 3.1.1 
any of the Assets, the Collateral, the Asset Documents, or the Asset Proceeds, except for, in the 

case of Collateral or Acquired Property, such Permitted Liens as the Manager may permit from 

time to time. Notwithstanding the foregoing, (i) with respect to any Mortgaged Property 

included in the Collateral, the Servicer shall not be required pursuant to this Section 5.4 to cause 

the Company to discharge (or pay or advance funds on behalf of any Borrower for payment of) 

any Lien arising by operation of Law as a result of the applicable Borrower's failure to pay 

ground rents, Taxes, assessments, water rates, sewer rents, and other similar charges with respect 

to such Mortgaged Property, so long as the Servicer shall have determined in accordance with 

the Servicing Standard (and shall have maintained applicable records of such determination 

pursuant to that the amount of such Lien (or applicable aggregate amount required 

to be paid by the Servicer so as to discharge the same) exceeds the net recoverable amount to the 

Company with respect to such Mortgaged Property, provided that, so long as such Lien remains 

in effect, the Company will not acquire title to such Mortgaged Property or otherwise have any 

liability with respect to such Lien, and (ii) in each case, to the extent the Servicer is required to 

make any applicable payment pursuant to the foregoing, such payment shall be from Company 

funds available (or made available by the Manager) for such payment (and, except as provided 

otherwise in the Servicing Obligations or with respect to a Lien arising as a result of actions or 

omissions of the Servicer in violation of other applicable provisions of this Agreement, the 

Servicer shall not be required to use its own funds, or make any Servicer Advances, to prevent or 

discharge any such Lien). 

Section 5.5 Servicer's Duty to Advise; Delivery of Certain Notices. In addition to 

such other reports and access to records and reports as are required to be provided to the 

Manager or the Initial Member, the Servicer shall cause to be delivered to the Manager such 

information relating to the Assets, the Collateral, the Servicer and any Subservicer as the 

Manager may reasonably request from time to time and, in any case, shall ensure that the 

Manager is promptly advised, in writing, of any matter of which the Servicer or Subservicer 

becomes aware relating to the Assets, any of the Collateral, the Company Accounts (including 

any Other Company Accounts), the Escrow Accounts, any other accounts created under the 

Custodial and Paying Agency Agreement, or any Borrower or Obligor that materially and 

adversely affects the interests of the Company or the Initial Member. Without limiting the 

generality of the foregoing, the Servicer shall immediately notify the Manager of (i) any claim, 

threatened claim or litigation against the Servicer, the Company, the Manager or the Initial 

Member (including as Transferor) arising out of or with respect to any Asset, (ii) any material 

notice from any Governmental Authority relating to any Collateral, (iii) any occurrence which 

could reasonably be expected to result in cost oveiTuns with respect to any Loan or Acquired 

Property for which Required Funding Draws or Permitted Development Expenses (or other 

permitted development or construction expenses) have been, or are contemplated to be, made or 

incurred, or (iv) any other occurrence which would reasonably be expected to materially hamper, 

prevent or interfere with the effectuation of any then-applicable Business Plan. In addition, the 

Servicer shall cause to be delivered to the Manager information indicating any possible 

Environmental Hazard with respect to any Collateral. Further, the Servicer shall cause to be 

furnished to the Manager, each month on the Specified Date, commencing the first month 

following the Effective Date and together with the Electronic Report, a report with respect to 

19 

2012-SIP-1 Structured Transaction 

Servicing Agreement 

Version 3J.l 
each Asset and Collateral (A) containing a summary of the progress made, to the extent 

applicable, in the construction, marketing and leasing of the applicable project since the last such 

report, (B) in the case of any Asset, describing the remedial efforts or enforcement actions, if 

any, being undertaken by the Servicer with respect to the applicable Asset, (C) describing the 

status of the activities contemplated by the Business Plans (which, among other things, identifies 

any facts or circumstances which are reasonably likely to hamper, interfere with, prevent or 

postpone effectuation of the applicable Business Plans), (D) to the extent applicable, containing 

an itemized statement of costs and expenses remaining to be paid in order to complete 

construction of the applicable project (including capitalized interest, real estate Taxes and other 

soft costs), (E) to the extent requested by the Manager, any materials delivered by the Borrower 

to the Company or the Servicer pursuant to the applicable Asset Documents not theretofore 

delivered to the Manager (including, copies of all plans and specifications, construction budgets 

and construction schedules, construction contracts, architect's agreements, leasing and brokerage 

agreements, management agreements (and modifications to each of the foregoing) and materials 

delivered by the applicable Borrower in connection with each request for an advance under the 

related Loan and (F) such other infom1ation as the Manager reasonably requests. 

Section 5.6 The Servicer shall immediately 

notify the Manager of (i) any failure or anticipated failure on its part to observe and perform any 

warranty, representation, covenant or agreement required to be observed and performed by it as 

the Servicer, and (ii) any Change of Control with respect to the Servicer. 

Section 5.7 Copies of the LLC Operating Agreement and the 

other Transaction Documents (or portions thereof) as Manager has determined to be necessary 

for the Servicer to be familiar with in order to perform its obligations hereunder have been 

delivered to the Servicer by the Manager, and the Servicer acknowledges receipt thereof. The 

Manager may from time to time deliver to the Servicer such Modifications or additional 

Transaction Documents (or portions of any thereof) as Manager may determine to be so 

necessary for the continued performance by Servicer of its obligations hereunder. All references 

herein to the Servicer's obligations with respect to such LLC Operating Agreement and other 

Transaction Documents shall, as between the Manager and the Servicer (and without limitation 

of obligations of the Manager, or the rights of the Initial Member under this Agreement, the LLC 

Operating Agreement or the other Transaction Documents), be deemed to refer to the LLC 

Operating Agreement and other Transaction Documents (or portions thereof) as have been, or 

from time to time are, delivered to Servicer. 

Section 5.8 The Servicer shall submit to the Company, with 

copies thereof to be delivered by the Servicer to the Initial Member, (i) within forty-five days 

after the end of each of its fiscal quarters, commencing on the Effective Date, and (ii) within 

ninety days after the end of each of its fiscal years, commencing on the Effective Date, a letter 

certified by an officer of the Servicer that details certain agreed upon financial trends and ratios 

relating to the Servicer (and/or such other financial information as the Manager or the Initial 

Member may reasonably request from time to time). 

20 

2012-SIP-1 Structured Transaction 

Servicing Agreement 

Version 3.LI 
ARTICLE VI 


MANAGER CONSENT 


Section 6.1 Actions Requiring Manager Consent. Notwithstanding anything to the 

contrary contained in this Agreement, the Servicer shall not cause or permit to be taken any of 

the following actions without the prior written consent of the Manager (which may require the 

Manager to obtain the written consent of the Initial Member), which consent may be withheld or 

conditioned in the sole and absolute discretion of the Manager: 

(a) conducting any Bulk Sale, except to the extent both (x) permitted under 

the LLC Operating Agreement and (y) expressly pem1itted in the Servicing Obligations; 

(b) the payment of fees to, the sale or other transfer (including through 

foreclosure or by deed in lieu thereof) of any Asset or Collateral or Acquired Property (or any 

portion thereof) to, or any other transaction with (whether or not at usual and customary rates), 

any Affiliate of the Company, the Manager, the Servicer, any Affiliate of the Servicer, any 

Subservicer, or any Affiliate of any Subservicer; 

(c) the financing of the sale or other transfer of any Assets, Collateral or 

Acquired Property (or any portion thereof); 

(d) the sale of any Asset or Collateral or Acquired Property (or any portion 

thereof) that provides for any recourse against the Company, the Initial Member or the FDIC in 

any capacity, or against any interest in the Company held by the Initial Member or any share of 

the Asset Proceeds allocable to the Initial Member; 

(e) any disbursement of any funds in the Collection Account (including any 

such funds made available through transfers of funds from the Working Capital Reserve Account 

or from Discretionary Funding Advances or Excess Working Capital Advances) or any Other 

Company Account or any other account created under the Custodial and Paying Agency 

Agreement other than in accordance with the provisions of this Agreement, the LLC Operating 

Agreement and the Custodial and Paying Agency Agreement; 

(f) advancing additional funds that would increase the Unpaid Principal 

Balance of any Asset other than (i) Required Funding Draws, or (ii) Pem1itted Development 

Expenses, or (iii) Servicing Expenses to the extent that capitalizing such Servicing Expenses is 

or would have been, prior to the conversion of the Loan to Acquired Property, permitted under 

the applicable Asset Documents; 

(g) in connection with its Servicing, (i) approving (x) any material 

modification or amendment to, or cancellation or termination of, any Asset Documents, or (y) 

plans and specifications, construction budgets or construction schedules with respect to the 

projects which are the subject of such Asset (or material modifications to any of such items, 

including any change orders); (ii) waiving or forbearing from exercising any of the lender's 

rights under, or any conditions precedent to the funding of any advances under, such Loan; (iii) 

21 

2012-S1P-1 Structured Transaction 

Servicing Agreement 

Version 3.1.1 
forgiving or reducing or forbearing from collecting any indebtedness; (iv) releasing any parties 

liable for the payment of the Asset or the performance of any other obligation relating thereto; 

(v) granting any consent under any Asset Documents (including, with respect to any proposed 

transfers of any Collateral or transfers, pledges or changes in management of any direct or 

indirect interests in any Borrower, proposed alterations, proposed settlements of insurance 

claims, condemnation claims or deficiencies or proposed applications of insurance proceeds or 

condemnation awards); (vi) consenting to any agreement in any Insolvency Proceeding relating 

to any Asset, any Borrower or any Obligor with respect to a Loan, or any Collateral, including 

voting for a plan of reorganization; (vii) subordinating the liens of any Asset Document; (viii) 

amending or waiving any provision of any intercreditor agreement or making any decisions with 

respect to the Assets under any intercreditor agreement; or (ix) taking any other action regarding 

such Asset, Collateral or Acquired Property that is prohibited under the LLC Operating 

Agreement or the other Transaction Documents or otherwise inconsistent with the Servicing 

Standard; or 

(h) reimbursement for any expense or cost incurred (or paid) to any Affiliate 

of the Company, any Affiliate of the Servicer or any Affiliate of any Subservicer. 

Section 6.2 Amendments, Modification and Waivers. No provision of this Agreement 

may be amended, modified or waived except in writing executed by the Manager and the 

Servicer, and each such amendment and modification shall be subject to the prior written consent 

of the Initial Member, except for those provisions that may be amended by the express tem1s 

hereof without the consent of the Initial Member. In no event shall any such amendment or 

waiver limit or affect the rights or benefits expressly granted in this Agreement to any third party 

beneficiary of this Agreement other than the Initial Member (to the extent such third party 

beneficiary is, and remains, a third party beneficiary hereunder pursuant to Section 11.8), and/or 

any Related Person in relation to such third party beneficiary, without the express written 

consent of such third party beneficiary. 

ARTICLE VII 


DEFAULTS; TERMINATION; TERMINATION WITHOUT CAUSE 


Section 7.1 Defaults. A default ("Default") means the occurrence of: 

(a) any failure by the Servicer to remit (as and when required) to the 

Company or deposit in the Collection Account, any Other Company Account, the Escrow 

Accounts or any other accounts created under the Custodial and Paying Agency Agreement any 

amount required to be so remitted or deposited under the terms of (i) this Agreement, (ii) the 

Custodial and Paying Agency Agreement or (iii) the LLC Operating Agreement; or 

(b) any Insolvency Event (without any cure period other than as may be 

provided for in the definition of Insolvency Event) (i) with respect to the Servicer, or (ii) with 

respect to any Subservicer; provided, that if such Subservicer is not an Affiliate of the Servicer, 

then such Insolvency Event under this clause (ii) shall not be a Default hereunder (but shall in all 

events be a default under the applicable Subservicing Agreement) so long as the Servicer shall 

22 

2012-S1P-1 Structured Transaction 

Servicing Agreement 

Version 3.1.1 
have fully replaced such affected Subservicer within thirty days after the occurrence of such 

Insolvency Event; or 

(c) any failure by the Servicer to duly perform its obligations in (i) Section 

5.2(e), which failure continues unremedied for a period of five days, or such other period as the 

Manager and the Servicer agree, after the date on which written notice of such failure, requiring 

the same to be remedied, shall have been given by the Manager to the Servicer, or (ii) Section 

.2_]_{f} or which failure continues unremedied for a period of twenty-five days, or 

such other period as the Manager and the Servicer agree, after the date on which written notice of 

such failure, requiring the same to be remedied, shall have been given by the Manager to the 

Servicer; or 

(d) any failure by the Servicer at any time (i) to be a Qualified Servicer or to 

renew or maintain any pennit or license necessary to carry out its responsibilities under this 

Agreement in compliance with Law, or (ii) to cause each Subservicer to meet the applicable 

characteristics of a Qualified Servicer as required under and to renew or maintain any 

permit or license necessary to carry out its responsibilities under any Subservicing Agreement, 

which, in the case of either ill or @, continues umemedied for a period of thirty days after the 

date on which written notice of such failure requiring the same to be remedied shall have been 

given by the Manager or the Initial Member to the Servicer; or 

(e) any failure by the Servicer to cause any Subservicer to comply with the 

terms of its Subservicing Agreement with the Servicer, the occurrence of a default or material 

breach by any Subservicer under its Subservicing Agreement or the failure by the Servicer to 

replace any Subservicer upon the occurrence of any such event in accordance with the tenns 

goveming material breach or default under the applicable Subservicing Agreement; or 

(f) any other failure (other than those specified in any of ~~ill....l.JW 

through liD_, or {g} through .(k}) by the Servicer to perform its obligations under, and otherwise to 

comply with and observe the provisions of, this Agreement or to perform any Servicing 

Obligation in compliance with the Servicing Standard, and such failure continues umemedied for 

a period of thirty days, or such other period as the Manager, with the consent of the Initial 

Member, and the Servicer agree, after the date on which written notice of such failure shall have 

been given by the Manager or the Initial Member to the Servicer; however, that in the 

case of a failure that cannot be cured within thirty days (or such other period as the Manager, 

with the consent of the Initial Member, and the Servicer agree) with the exercise of reasonable 

diligence, but which by its nature is curable, the cure period shall be extended for an additional 

thirty days if the Servicer can demonstrate to the reasonable satisfaction of the Manager and the 

Initial Member that the Servicer is diligently pursuing remedial action; and provided, further, 

that, with respect to any such failure under this Section 7.1 CO that relates exclusively to 

obligations included in any applicable Schedule hereto that can be amended or otherwise 

modified without the consent of the Initial Member, then no such consent of the Initial Member 

shall be required with respect to an applicable cure period hereunder so long as such failure 

hereunder is not, or would not result in, a failure by the Manager to comply with its obligations 

under the LLC Operating Agreement and the other Transaction Documents; or 

23 

2012-S1P-1 Structured Transaction 

Servicing Agreement 

Version 3.1.1 
(g) any Dissolution Event (without any cure period other than as may be 

provided for in the definition of Dissolution Event) (i) with respect to the Servicer or (ii) with 

respect to any Subservicer; provided, that any such Dissolution Event under this clause (ii) shall 

not be a Default hereunder (but shall in all events be a default under the applicable Subservicing 

Agreement) so long as the Servicer shall have fully replaced such affected Subservicer within 

thirty days after the occurrence of such Dissolution Event; or 

(h) the occurrence of any "Event of Default," as defined in the LLC Operating 

Agreement; or 

(i) [intentionally omitted]; or 

G) any failure by the Servicer to duly observe or perform its obligations in 

Section 11.9; provided, that in the event that any such failure of the Servicer is due to the failure 

of any Subservicer to comply with the provisions of Section 11.9, then it shall not be a Default 

under this clause (j) (but shall in all events be a default under the applicable Subservicing 

Agreement) so long as Servicer shall have replaced such Subservicer within thirty days after the 

occurrence of such Subservicer's failure to duly observe or perform Servicer's obligation under 

~~ll.l_~; or 

(k) the occurrence of any Restricted Servicer Change of Control. 

Section 7.2 Termination with Cause. 

(a) Upon the occurrence of a Default pursuant to this Agreement, in each 

case, without any cure period other than as may be provided for in Section 7.1 above, each of the 

Manager (including, if applicable, any successor "Manager" pursuant to the LLC Operating 

Agreement) and the Initial Member, in addition to any other rights the Manager or the Initial 

Member may have at Law (including under the Uniform Commercial Code) or equity, including 

injunctive relief, specific performance or otherwise, may (i) terminate this Agreement by 

providing a Termination Notice to the Servicer, (ii) terminate the Subservicing Agreements by 

providing a written termination notice to the Servicer and the applicable Subservicers, and (iii) 

otherwise enforce this Agreement, in any case, without penalty or payment of any fee. 

(b) In addition to the rights set forth above in Section 7.2(a), (i) upon the 

removal of the Manager as the "Manager" pursuant to the LLC Operating Agreement and/or 

notice from the Initial Member or the Manager of the occurrence of any Event of Default (as 

defined in the LLC Operating Agreement) under the LLC Operating Agreement, the Initial 

Member (and any successor "Manager" to the Manager under the LLC Operating Agreement) 

may exercise all of the rights of the Manager under this Agreement and further cause the 

termination or assignment from the Manager to any other Person of this Agreement (or, in lieu of 

such assignment, and including in the event of any rejection by the Manager of the Servicing 

Agreement in connection with any Insolvency Proceeding, require the Servicer to enter into a 

new Servicing Agreement (on substantially the same terms and conditions as set forth in this 

Agreement) with such other Person), without penalty or payment of any fee, and (ii) upon the 

24 

2012-SIP-1 Structured Transaction 

Servicing Agreement 

Version 3.Ll 
occurrence of any Default under this Agreement, each of the Manager (or applicable successor 

"Manager" to the Manager under the LLC Operating Agreement) and the Initial Member may 

exercise all of the rights of (A) the Manager under this Agreement and cause the termination or 

assignment to any other Person of this Agreement (or, in lieu of such assignment, and including 

in the event of any rejection by the Manager of the Servicing Agreement in connection with any 

Insolvency Proceeding, require the Servicer to enter into a new Servicing Agreement (on 

substantially the same terms and conditions as set forth in this Agreement) with such other 

Person), without penalty or payment of any fee, and (B) the Servicer under any Subservicing 

Agreement and cause the termination or assignment to any other Person of such Subservicing 

Agreement (or, in lieu of such assignment, and including in the event of any rejection by the 

Servicer of such Subservicing Agreement in connection with any Insolvency Proceeding, require 

the Subservicer to enter into a new Subservicing Agreement (on substantially the same terms and 

conditions as such Subservicing Agreement) with such other Person), without penalty or 

payment of any fee. 

(c) The Servicer hereby consents to its immediate and automatic termination 

under this Agreement upon a Default under Section 7.1 (b) of this Agreement. 

(d) Upon a default or failure of the Manager to perform its obligations under 

this Agreement in a material manner, including but not limited to, the failure of the Manager to 

pay to the Servicer the Servicing Fee in a full and timely mam1er, the Servicer, in addition to any 

other rights it may have pursuant to this Agreement, at law or in equity, may terminate this 

Agreement by providing a Termination Notice to the Manager, with a copy to the Initial 

Member. The Termination Notice shall set forth with specificity the nature of the default or 

failure to perform of the Manager and provide the Manager with no less than thirty days to cure 

any such default or failure to perform. In the event that the default or failure to perform is not 

cured within thirty days after the date of delivery of the Tem1ination Notice, the Servicer shall 

provide a second Termination Notice to the Manager with a copy to the Initial Member, which 

second Termination Notice shall be prominently labeled as the "Second Termination Notice". 

Such second Termination Notice shall confirm to the Manager that the Servicer shall continue to 

perform the Servicing Obligations under this Agreement until the earlier to occur of (i) ninety 

days after the delivery of such second Termination Notice to the Manager and the Initial 

Member, and (ii) the transfer of the Servicing Obligations to a successor Servicer (approved by 

the Initial Member). The duty of the Servicer to continue to perform the Servicing Obligations 

as provided in the second Termination Notice is contingent upon the timely and full payment of 

the Servicing Fee to the Servicer during such period. The Servicer shall cooperate fully and 

completely with the transition of the Servicing Obligations to a successor Servicer in order to 

assure an orderly transfer. 

(e) Anything to the contrary set forth herein notwithstanding, (i) any exercise 

of remedies under this Agreement (or any Subservicing Agreement) by the Manager shall be 

subject to the applicable rights of the Initial Member under the Transaction Documents and 

applicable Law (including the Uniform Commercial Code), and (ii) in no event shall the 

Manager have a right to terminate this Agreement following the occurrence and during the 

25 

2012-SIP-1 Structured Transaction 

Servicing Agreement 

Vers10n 3.1.1 
continuation of any Default under above (regardless of whether other Defaults 

then exist) without the prior written consent of the Initial Member. 

Section 7.3 Termination without Cause. 

(a) The Manager may, without cause, terminate this Agreement, upon 

providing a Termination Notice to the Servicer, but only as and in accordance with the 

provisions set forth on Schedule 5 as the same may be amended from time to time by the 

Manager (without the consent of the Initial Member) and the Servicer. 

(b) The Servicer may, at any time after the first mmiversary of the Effective 

Date, without cause, terminate this Agreement. No termination of this Agreement by the 

Servicer shall be effective unless the Servicer delivers to the Manager, with a copy to the Initial 

Member, a Termination Notice, which for the purpose of this shall be a notice of 

the Servicer's intent to terminate this Agreement. Such Termination Notice shall be provided at 

least sixty days prior to any date specified by the Servicer as the date of termination of the 

Servicer's Obligations under this Agreement. Notwithstanding the foregoing, such Termination 

Notice shall not be effective unless the Termination Notice contains confirmation of the intent 

and obligation of the Servicer to continue to perform its Servicing Obligations until the earlier of 

(i) ninety days afier the Tennination Notice is given and (ii) such other date on which the 

Servicing Obligations are transferred to a successor Servicer in an orderly manner. Servicer 

shall cooperate fully and completely with the transition of the Servicing Obligations to a 

successor Servicer, to be designated by the Manager, in order to assure an orderly transfer. The 

Servicer issuing the Termination Notice shall be liable for all costs and expenses associated with 

the transfer of Servicing Obligations to the successor Servicer, including but not limited to the 

costs and expenses of transporting the Servicing files and the provision of any notices to any 

Borrowers. 

Section 7.4 Effective Termination Date. Termination as specified in this 

shall be effective at such time as is permitted hereunder and specified in the Termination Notice. 

In the event of such termination, all authority and power of the Servicer under this Agreement, 

whether with respect to the Assets or otherwise, shall pass to and be vested in the Manager or the 

successor servicer designated by the Manager in the case of termination by the Manager, or as 

designated solely by the Initial Member (or any successor "Manager" under the LLC Operating 

Agreement) in the case of termination by the Initial Member (or such successor "Manager" under 

the LLC Operating Agreement). The Servicer agrees to cooperate with the Manager, the Initial 

Member, any successor "Manager" under the Operating Agreement and any successor servicer 

with respect to the timely and orderly transition of its obligations under this Agreement. The 

Servicer shall be liable for all obligations of the Servicer that have accrued or arisen under this 

Agreement or at Law prior to such tem1ination. 

Section 7.5 Upon termination or assignment of this Agreement as set 

forth herein, the Servicer shall account for and tum over to the Mm1ager or its designee (or, if 

applicable, pursuant to such instructions as may be provided by the Initial Member or any 

successor "Manager" pursuant to the LLC Operating Agreement) funds collected under the terms 

26 

2012-SIP-l Structured Transaction 

Servicing Agreement 

Version 3.l.l 
of this Agreement. The Servicer shall provide written notice in conformance with all applicable 

Law to the BotTowers to indicate that their Assets will henceforth be Serviced by the Manager 

(or applicable successor "Manager" under the LLC Operating Agreement) or any applicable 

successor Servicer designated by the Manager (or any successor "Manager" under the LLC 

Operating Agreement) or the Initial Member, as the case may be, and transfer its duties as the 

Servicer to the Manager (or successor "Manager" under the LLC Operating Agreement) or such 

successor Servicer. 

ARTICLE VIII 


INDEPENDENCE OF PARTIES; INDEMNIFICATION 


Section 8.1 Independence of Parties. The Servicer shall have the status of, and act as, 

an independent contractor. Nothing herein contained shall be construed to create a partnership or 

joint venture or any similar relationship between the Manager and the Servicer. 

Section 8.2 Indemnification. 

(a) The Servicer shall indemnifY and hold harmless the Company, the 

Manager, the Initial Member, the Receiver and the FDIC, and their respective Related Persons 

(all of the foregoing, collectively, the "Indemnified Parties") from and against any and all 

Losses whatsoever directly or indirectly resulting from, connected with, arising out of or related 

to (i) any breach of or inaccuracy in any of the Servicer' s representations or warranties contained 

in this Agreement, (ii) any failure of the Servicer to timely perfom1 its obligations under, and 

otherwise to comply with and observe the provisions of, this Agreement, or (iii) any act taken by 

the Servicer purportedly pursuant to a power of attorney granted by the Manager which act 

results in a claim related to the unlawful use of such power of attorney. The Servicer's 

obligations under this shall survive termination of this Agreement (and any 

termination of the Servicer pursuant to the provisions of this Agreement), and, with respect to 

any third party beneficiary of this Agreement (and its Related Persons) shall also survive such 

third party beneficiary otherwise ceasing generally to constitutes such a third party beneficiary. 

Each Indenmified Party shall deliver notice, of any claim or demand made by m1y Person against 

such Indemnified Party for which such Indemnified Party may seek indemnification under this 

Section 8.2 (a "Third Party Claim"), to the Servicer promptly after receipt by such Indemnified 

Party of written notice of the Third Party Claim, describing such Third Party Claim in reasonable 

detail. The failure or delay to provide such notice, however, shall not release the Servicer from 

any of its obligations under this except to the extent that it is materially prejudiced by 

such failure or delay. The Servicer acknowledges and agrees that it shall have no recourse 

against the Company for any amounts the Servicer is required to pay pursuant to this Section 8.2, 

and in no event shall expenses incurred by the Servicer or any Subservicer in connection with its 

obligations under this Section 8.2 constitute Servicing Expenses or otherwise be deducted from 

or reimbursed out of Asset Proceeds. 

(b) If the Servicer confirms in writing to the Indemnified Party within fifteen 

days after receipt of a Third Party Claim the Servicer's responsibility to indemnify and hold 

han11less the Indemnified Pmi:y therefor, the Servicer may elect to assume control over the 

27 

2012-SIP-1 Structured Transaction 

Servicing Agreement 

Version 3. 1.1 
compromise or defense of such Third Party Claim at the Servicer' s sole expense and with 

counsel selected by the Servicer, which counsel must be reasonably satisfactory to the 

Indemnified Party, provided that (i) the Indemnified Party may, if such Indemnified Patiy so 

desires, employ counsel at such Indemnified Party's own expense to assist in the handling (but 

not control the defense) of any Third Party Claim; (ii) the Servicer shall keep the Indemnified 

Party advised of all material events with respect to any Third Party Claim; (iii) the Servicer shall 

obtain the prior written approval of the Indemnified Party before ceasing to defend against any 

Third Party Claim or entering into any settlement, adjustment or compromise of such Third Party 

Claim involving injunctive or similar equitable relief being imposed upon the Indemnified Party 

or any of its Affiliates; and (iv) the Servicer will not, without the prior written consent of the 

Indemnified Pmiy, settle or compromise or consent to the entry of any judgment in any pending 

or threatened action in respect of which indemnification may be sought hereunder (whether or 

not any such Indemnified Party is a party to such action), unless such settlement, compromise or 

consent by its terms obligates the Servicer to satisfy the full amount of the liability in connection 

with such Third Party Claim and includes an unconditional release of such Indemnified Party 

from all liability arising out of such Third Party Claim. 

(c) Notwithstanding anything contained herein to the contrary, the Servicer 

shall not be entitled to control (and if the Indemnified Party so desires, it shall have sole control 

over) the defense, settlement, adjustment or compromise of (but the Servicer shall nevertheless 

be required to pay all Losses incurred by the Indemnified Party in connection with such defense, 

settlement or compromise): (i) any Third Party Claim that seeks an order, injunction or other 

equitable relief against the Indemnified Party or any of its Affiliates; (ii) any action in which 

both the Servicer or any Affiliate of the Servicer, on one hand, and the Indemnified Party, on the 

other hand, are named as parties and either the Servicer (or such Affiliate) or the Indemnified 

Party determines with advice of counsel that there may be one or more legal defenses available 

to it that are different from or additional to those available to the other party or that a conflict of 

interest between such parties may exist in respect of such action; and (iii) with respect to any 

such Third Pmiy Claim against the FDIC (in any capacity), any matter that raises or implicates 

any issue relating to any power, right or obligation of the FDIC under any Law. In addition to 

the foregoing, if the Servicer elects not to assume the compromise or defense of any Third Party 

Claim, fails to timely and properly notify the Indemnified Party of its election as herein 

provided, or, at any time after assuming such defense, fails to diligently defend against such 

Third Party Claim in good faith, the Indemnified Party may pay, settle, compromise or defend 

against such Third Party Claim (but the Servicer shall nevertheless be required to pay all Losses 

incuned by the Indemnified Pa1iy in connection with such payment, settlement, compromise or 

defense). In connection with any defense of a Third Party Claim (whether by the Servicer or the 

Indemnified Patiy), all of the parties hereto shall, and shall cause their respective Affiliates to, 

cooperate in the defense or prosecution thereof and to in good faith retain and furnish such 

records, infonnation and testimony, and attend such conferences, discovery proceedings, 

hearings, trials and appeals, as may be reasonably requested by a party hereto in cmmection 

therewith. The Servicer shall promptly pay, discharge and satisfy any judgment or decree which 

may be entered against it or any Indemnified Party in respect of such claim subject to 

indemnification hereunder. 

28 

2012-SIP-1 Structured Transaction 

Servicing Agreement 

Version 3.1.1 
Section R.3 Prc-EITcc!_i_y~__L?atc Li l..!? ili_ti~s. Not\vithstanding anything to th~.: contrary 

herein. but without limitation of the release set forth in Section 11.13, it is understood and agreed 

that the Scrviccr shall not be liable to the \ ·1anager for any liabilities or obligations attributable to 

an act, omission or circumstances of the Initial T'vkmbcr (including as Transferor), the fDIC, the 

Failed Bank and the Company that occurred or existed prior to the EtTective Date or, with 

respect to any particular Asset, the Servicing Transfer Date applicable thereto (the ··Pre-Existing 

Liabilities''). In the event there is asserted against the Company. the Manager, the Scrviccr or 

any Suhscrvi<.:<:r any claim or action with n.:spc<.:t to any such Pre-Existing Liabilities. the 

Servicer or Subservicer, as applicable. shall notiCy the Manager and the Initial Member of such 

claim or action in accordance \vith Article IX. Except as provided otherwise in Section 8.2 

above (in the event that such claim or action is subject to the indemnification obligations of 

Servicer pursuant to Section 8.2 above), the Manager shall have the right to control and assume 

the defense of the Company, the Manager, the Scrviccr and the Subscrviccr \vith respect to such 

claim or action at the Manager's expense. The Scrviccr shall be reimbursed by the Manager in 

connection with the f(Hegoing only to the extent of and in accordance with the terms set forth on 

Sd1t.:dulc 3. as the same may be amemlcd fi·om time to time by the Manager (without the <.:onsent 

of the Initial l\kmber) and the Servicer. 

ARTICLE IX 


NOTICES 


All notices. requests, demands and other communications required or permitted to be 

given or delivered under or by reason of the provisions of this Agreement shall be delivered in 

accordance with (and subject to) the provisions of the Notice Schedule (which Notice Schedule 

is hereby incorporated by reference); provided, that (i) for purposes of such ~oticc S<.:hcduk, the 

initial notice address for the Scrviccr shall be as set forth below, and (ii) service or any writ. 

process or summons in any suit action or proceeding arising out oL relating to, or in connection 

with this Agreement or any Transaction Document shall be subject to the :.1pplicable provisions 

in S£f.t.i.Q~l 1 0.2. The Serviccr shall send a copy of any noti<.:c by it under this Agreement of any 

change of aJJrcss or ckctronic mail address for purposes or this Agreement (and the Notice 

Schedule) to each of the parties to the Agreement of Definitions in the manner set forth in the 

Notice Schedule. 

Notice address for Serviccr: 

Saba! Financial Group. I,. P. 

465 N. Ha lstead Street, uitc 130, 

Pasadena, CA 911 07 

Attention : Vartan Dc dro ~i n 

r acsimil c:l J 

E-mai l Address: •••••••••• 

\vith a copy to: Saba! Financial Group. L.P. 

:?.01 W. Mitchell Street, Suite 121 

Petoskey, iv11 49770 

Attention: l\1aureen Connaughton 

29 

~0 I~-SIP-I Structun:d Transact ton 

Servicing Agreement 

Vcrs ton :l .l .l 
ARTICLE X 

GOVERNING LAW: .JLRISDJCTION 

Section 10.1 Governing Law·. EACH PARTY TO THIS AGREEMENT AGREES 

AND ELECTS TIIAT, TN ACCORDANCE \VITII SECTION 5-1401 OF THE GENERAL 

OBLIGATIONS LAW OF THE STATE OF NI·:W YORK, THIS AGREEMENl" IS TO BE 

GOVERNED BY AND CONSTRUED 1\: ACCORDANCE WITH THE LAWS OF TilE 

STATE OF NEW YORK, EXCLUDING ANY CONFLICT OF LAWS RULE OR PRTNCJPI.E 

THAT MIGIIT REFER TilE GOVERNANCE OR TITE CONSTRUCTION OF THIS 

AGREEMENT TO THE Li\\V OF ANOTHER JURISDlCTION /\0JD EACll PARTY TO 

THIS AGREEMENT LNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM 

TO ASSERT THAT THE LAWS OF ANY OTIIER JURISDICTION GOVERN TIIlS 

AGREEMENT. Nothing in this Agreement shall require any unlm·vt'ul action or inaction by any 

party hereto. 

Section 10.2 J..!.trisc.! i~Jion: V cnue and Service. Each of the Manager and the Scrvicer, in 

each case on behalf or itself and each of its Affiliates, hereby irrevocably and unconditionally: 

(a) (i) agrees that any suit. action or proceeding instituted against it by 

any other party, or any third-party heneficiary other than the FDIC (in any capacity), with respect 

to this Agreement may be instituted, and that any suit. action or proceeding instituted by it 

against any other party v ...·ith respect to this Agreement shall be instituted, only in the Supreme 

Court of thl: State or Nt:w York. County of "\'c\v York. or the U.S. District Court for the Southern 

District or New York. as the party instituting such suit. action or procct:ding may choose (and 

appellate courts ti·om any or the foregoing), 

(ii) consents and submits, for itself and its property. to the jurisdiction of such 

courts for the purpose of any such suit, action or proceeding instituted against it by any other 

party, 

(iii) agrees, in any suit, action or proceeding that is brought in the Supreme 

Court of the State of Nc\V York for New York County in accorJance v,:ith the above provisions 

of this Section 102.(<!). to request that such suit. action or proceeding be referred to the 

Commercial Division or such Court. and 

(iv) agrees that a final judgment in any such suit, action or proceeding shall be 

conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other 

manner provided by I ,aw: 

(b) agrees that service of all \\Tits, process and summonses in any suit, action 

or proce~ding pursuant to Section I 0.2(g) may be c!Tcctcd by the mailing of copies thereof by 

30 

~0 l2 ·S IP-1 StructurcJ Transacti•m 

Scrvi c111g A,;r~crncnl 

Version .1 .1.1 
registered or certified mail, postage prepaid, to it at its address for notices pursuant to :£2:!:.~~~ 

(with copies to such other Persons as specified therein); provided, however, that the foregoing 

shall not affect the right of any party to serve process in any other manner permitted by Law; 

(c) (i) waives any objection that it may now or hereafter have to the laying of 

venue of any suit, action or proceeding arising out of or relating to this Agreement brought in 

any court specified in Section 1 0.2(a), (ii) waives any claim that any such suit, action or 

proceeding brought in any such court has been brought in an inconvenient forum and (iii) agrees 

not to plead or claim either of the foregoing; and 

(d) agrees that nothing contained in this Section 1 0.2 shall be binding upon or 

construed to constitute consent to jurisdiction by the Failed Bank or the FDIC, in any capacity, or 

constitute a limitation on any removal rights the FDIC, in any capacity, may have. 

Notwithstanding the above, with respect to any proceedings initiated by the FDIC (in any 

capacity) as a third party beneficiary, or if at any time the FDIC (in any capacity) shall be a party 

hereto as the "Manager" (as a result of an applicable replacement of the "Manager" pursuant to 

the terms of the LLC Operating Agreement), the terms of this Section 10.2 shall be restated as 

follows: 

"The Servicer, on behalf of itself and its Affiliates, hereby irrevocably and 

unconditionally: 

(a) (i) consents to the jurisdiction of the United States District Court for 

the Southern District of New York and to the jurisdiction of the United States District Court for 

the District of Columbia for any suit, action or proceeding against it or any of its Affiliates 

commenced by the FDIC, in any capacity, arising out of, relating to, or in connection with this 

Agreement, and waives any right to: 

(A) remove or transfer such suit, action or proceeding to any 

court or dispute-resolution forum other than the court in which the FDIC, in any capacity, files 

the action, suit or proceeding without the consent of the FDIC; 

(B) assert that venue is improper in either the United States 

District Court for the Southern District of New York or the United States District Court for the 

District of Columbia; or 

(C) assert that the United States District Court for the Southern 

District of New York or the United States District Court for the District of Columbia is an 

inconvenient forum; 

(ii) consents to the jurisdiction of the Supreme Court of the State of New 

York, County of New York, for any suit, action or proceeding against it or any of its Affiliates 

commenced by the FDIC, in any capacity, arising out of, relating to, or in connection with this 

Agreement, and waives any right to: 

31 

2012-SIP-1 Structured Transaction 

Servicing Agreement 

Version 3.1.1 
(A) remove or transfer such suit, action or proceeding to any 

other court or dispute-resolution forum without the consent of the FDIC; 

(B) assert that venue is improper in the Supreme Court of the 

State ofNew York, County ofNew York; or 

(C) asse1i that the Supreme Court of the State of New York, 

County ofNew York is an inconvenient forum; 

(iii) agrees to bring any suit, action or proceeding by it or any of its Affiliates 

against the FDIC, in any capacity, arising out of, relating to, or in connection with this 

Agreement, the LLC Operating Agreement or any other Transaction Document in only either the 

United States District Court for the Southern District of New York or the United States District 

Court for the District of Columbia, and waives any right to remove or transfer such suit, action or 

proceeding to any other court or dispute-resolution forum without the consent of the FDIC, and 

agrees to consent thereafter to transfer of the suit, action or proceeding to either the United States 

District Court for the Southern District of New York or the United States District Comi for the 

District of Columbia at the option of the FDIC; 

(iv) agrees, if the United States District Court for the Southern District ofNew 

York and the United States District Court for the District of Columbia both lack jurisdiction to 

hear a suit, action or proceeding falling within Section 1 0.2(a)(iii), to bring that suit, action or 

proceeding in only the Supreme Court of the State of New York, County of New York, and 

waives any right to remove or transfer such suit, action or proceeding to any other court or 

dispute-resolution forum without the consent of the FDIC; and 

(v) agrees, in any suit, action or proceeding that is brought in the Supreme 

Court of the State of New York for New York County in accordance with the above provisions 

of this Section 1 0.2(a), to request that such suit, action or proceeding be referred to the 

Commercial Division of such Court. 

(b) The Servicer, on behalf of itself and its Affiliates, hereby irrevocably and 

unconditionally agrees that any final judgment entered against it in any suit, action or proceeding 

falling within may be enforced in any court of competent jurisdiction. 

(c) Subject to the provisions of Section 10.2(d), the Servicer, on behalf of 

itself and its Affiliates, hereby irrevocably and unconditionally agrees that service of all writs, 

process and summonses in any suit, action or proceeding pursuant to Section 10.2(a) or Section 

1 0.2(b) may be effected by the mailing of copies thereof by registered or certified mail, postage 

prepaid, to it at its address for notices pursuant to Article IX (and the Notice Schedule) (with 

copies to such other Persons as specified therein); provided, however, that the foregoing shall not 

affect the right of any party to serve process in any other manner permitted by Law. The 

Servicer, on behalf of itself and its Affiliates, further agrees that any such service of writs, 

process or summonses in any suit, action or proceeding pursuant to Section 1 0.2(a) or Section 

~~<..Lon FDIC (in any capacity) shall be in accordance with requirements of applicable Law 

32 

20 12-SIP-1 Structured Transaction 

Servicing Agreement 

Version3.l.l 
(including 12 CFR section 309.7(a)), with additional delivery of a copy of such writ, process or 

summons to the FDIC (in its applicable capacity(ies)) pursuant to the notice provisions in the 

Notice Schedule. 

(d) Nothing in this Section 10.2 shall constitute (i) consent to jurisdiction in 

any court by the FDIC (in any capacity), other than as expressly provided in Section 1 0.2(a)(iii) 

and Section 10.2(a)(iv), or (ii) a waiver or limitation of any provision in the Federal Deposit 

Insurance Act or other applicable law relating to commencement, jurisdiction, venue, limitations, 

administrative exhaustion, judicial review, removal, remand, continuation or enforcement 

(including as to limitations on attachment or execution upon assets in the possession of the 

FDIC) of actions by or against the FDIC (in any capacity), or in which the FDIC (in any 

capacity) is a party, including 12 U.S.C. § 1819(b), 1821(c), 1821(d), and 1821G)." 

Section 10.3 EACH OF THE PARTIES HERETO, FOR ITSELF 

AND EACH OF ITS AFFILIATES, HEREBY IRREVOCABLY AND UNCONDITIONALLY 

WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE 

ARISING OUT OF OR RELATING TO THIS AGREEMENT AND AGREES THAT ANY 

SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY. 

ARTICLE XI 

MISCELLANEOUS 

Section 11.1 No Assignment by Servicer; No Transfer of Ownership Interests in 

Servicing Rights. 

(a) The Servicer hereby acknowledges that this Agreement constitutes a 

personal services agreement between the Manager and the Servicer. Any of the following shall 

constitute an assig1m1ent for all purposes of this Agreement: (i) any merger, consolidation or 

dissolution involving the Servicer or (ii) any transfer or all or substantially all of the assets of the 

Servicer, notwithstanding whether any of the foregoing transactions occur at one time or in the 

aggregate over a period of time. The Servicer shall not assign any rights or obligations 

hereunder to any other Person other than as is expressly provided in this Agreement. Any 

purported sale, sub-participation or assignment or delegation in violation of this Section 11.1 (a) 

shall be void ab initio and of no force or effect whatsoever. 

(b) Under no circumstances shall the Servicer (i) transfer to any Subservicer 

or any other Person any ownership interest in the Servicing or any right to transfer or sell the 

Servicing, or (ii) assign, pledge or otherwise transfer or purport to assign, pledge or otherwise 

transfer any interest to any Subservicer or other Person in the Servicing. Any purported 

assignment, pledge, delegation or other transfer in violation of this Section 11.1 (b) shall be void 

ab initio and of no force or effect whatsoever. For the avoidance of doubt, upon any sale of any 

Asset by the Company (including by the Servicer on behalf of the Manager on behalf of the 

Company) in accordance with the te1ms hereof and the other Transaction Documents, such Asset 

shall prospectively cease to constitute an "Asset" for any purpose of this Agreement, provided 

33 

2012-SIP-1 Structured Transaction 

Servicing Agreement 

Version 3.1.1 
that nothing in this sentence releases the Servicer from any liability or obligation hereunder with 

respect to such Asset in relation to the period prior to such sale. 

Section 11.2 Legal Fees. No party to this Agreement shall be responsible for the 

payment of the legal fees or expenses incurred by the other party hereto in connection with the 

negotiation and execution of this Agreement or any subsequent modifications or supplements 

hereto. 

Section 11.3 Entire Agreement. This Agreement contains the entire agreement between 

the Manager and the Servicer and supersedes any and all other prior agreements, whether oral or 

written, with respect to the subject matter hereof. 

Section 11.4 Counterparts: Facsimile Signatures. This Agreement may be executed in 

two or more counterparts, each of which shall be deemed an original but all of which together 

shall constitute but one and the same agreement. This Agreement and any amendments hereto, 

to the extent signed and delivered by facsimile or other electronic means, shall be treated in all 

manner and respects as an original agreement and shall be considered to have the same binding 

legal effect as if it were the original signed version thereof delivered in person. No signatory to 

this Agreement shall raise the use of a facsimile machine or other electronic means to deliver a 

signature or the fact that any signature or agreement was transmitted or communicated through 

the use of a facsimile machine or other electronic means as a defense to the fonnation or 

enforceability of a contract and each such Person forever waives any such defense. 

Section 11.5 Headings. Paragraph titles or captions contained in this Agreement are 

inserted only as a matter of convenience and for reference and in no way define, limit, extend or 

describe the scope of this Agreement or the intent of any provisions hereof. All Article, Section 

and paragraph references contained herein shall refer to Articles, Sections and paragraphs in this 

Agreement unless otherwise specified. 

Section 11.6 Compliance with Law. Except as otherwise specifically provided herein, 

each party to this Agreement shall, at its own cost and expense, obey and comply with all 

applicable Laws, as they may pertain to such party's performance of its obligations hereunder. 

Section 11.7 Severability. Any provision of this Agreement which is prohibited or 

unenforceable in any jurisdiction shall be ineffective, but such ineffectiveness shall be limited as 

follows: (i) if such provision is prohibited or unenforceable in such jurisdiction only as to a 

particular Person or Persons and/or under any pmiicular circumstance or circumstances, such 

provision shall be ineffective, but only in such jurisdiction and only with respect to such 

particular Person or Persons and/or under such particular circumstance or circumstances, as the 

case may be; (ii) without limitation of clause (i), such provision shall in m1y event be ineffective 

only as to such jurisdiction and only to the extent of such prohibition or unenforceability, and 

such prohibition or unenforceability in such jurisdiction shall not invalidate or render 

unenforceable such provision in any other jurisdiction; and (iii) without limitation of clauses (i) 

or {ill, such ineffectiveness shall not invalidate any of the remaining provisions of this 

Agreement. Without limitation of the preceding sentence, it is the intent of the parties to this 

34 

2012-S!P-1 Structured Transaction 

Servicing Agreement 

Version 3J.J 
Agreement that in the event that in any court proceeding, such court determines that any 

provision of this Agreement is prohibited or unenforceable in any jurisdiction (because of the 

duration or scope (geographic or otherwise) of such provision, or for any other reason) such 

comi shall have the power to, and shall, (x) modify such provision (including, to the extent 

applicable, by limiting the duration or scope of such provision and/or the Persons against whom, 

and/or the circumstances under which, such provision shall be effective in such jurisdiction) for 

purposes of such proceeding to the minimum extent necessary so that such provision, as so 

modified, may then be enforced in such proceeding and (y) enforce such provision, as so 

modified pursuant to in such proceeding. Nothing in this Section 11.7 is intended to, 

or shall, limit (1) the ability of any party to this Agreement to appeal any court ruling or the 

effect of any favorable ruling on appeal or (2) the intended effect of Section 1 0.1. 

Section 11.8 Third Party Beneficiaries. The Initial Member (including as Transferor) 

shall be and is hereby designated as a third party beneficiary under this Agreement, and, as such, 

the Initial Member is entitled to enforce this Agreement as if the Initial Member were a party 

hereto. The Company, the Receiver and the FDIC shall be and are hereby designated as third 

party beneficiaries under this Agreement with respect to those provisions of this Agreement 

which expressly grant rights to such Persons, and, as such, each is entitled to enforce such 

provisions of this Agreement as if such Person were a party hereto. Notwithstanding the 

foregoing, none of the FDIC, the Company and the Initial Member shall have any obligation to 

undertake any of the duties of the Manager hereunder and or have any liability whatsoever 

(including for payment of any costs, expenses, indemnities or otherwise) to the Servicer, any 

Subservicer or any other party related to this Agreement. For the avoidance of doubt, the 

Manager is entering into this Agreement in its individual capacity and not on behalf of the 

Company. There shall be no other third party beneficiaries to this Agreement. 

Section 11.9 Protection of Confidential Information. 

(a) The Servicer shall keep confidential (and shall cause any Subservicer to 

keep confidential), and shall not divulge (and shall cause any Subservicer to not divulge) to any 

party without the Manager's prior written consent, any information pertaining to the LLC 

Operating Agreement, the Assets or any Borrower or Obligor or the Collateral, except as 

required pursuant to this Agreement and except to the extent that it is necessary and appropriate 

for the Servicer or a Subservicer, as applicable, to do so in working with legal counsel, auditors, 

taxing authorities, regulatory authorities or any other Governmental Authority or in accordance 

with the Servicing Standard; provided, that, to the extent that disclosure should be required by 

Law (including any securities listing requirements or the requirements of any self-regulatory 

organization), subpoena, or in connection with any legal or regulatory proceeding (including in 

connection with or pursuant to any action, suit, subpoena, arbitration or other dispute resolution 

process or other legal proceedings, whether civil or criminal, and including before any court or 

administrative or legislative body), the Servicer shall, and shall cause all Subservicers to, use all 

reasonable efforts to maintain confidentiality and shall (unless otherwise prohibited by Law) 

notify the Manager and the Initial Member within one Business Day after its knowledge of such 

legally required disclosure so that the Manager and/or the Initial Member may seek an 

appropriate protective order and/or (in the case of the Manager) direct the Manager to waive the 

35 

2012-SIP-1 Structured Transaction 

Servicing Agreement 

Version 3.1.1 
Servicer's or Subservicer's, as the case may be, compliance with this Agreement. Notice shall 

be by telephone, by email and in writing. In the absence of a protective order or waiver, the 

Servicer and any applicable Subservicer may make such required disclosure if, in the written 

opinion of Servicer's outside counsel (which opinion shall be provided to the Manager and the 

Initial Member prior to disclosure pursuant to this Section 11.9), failure to make such disclosure 

would subject the Servicer or the Subservicer, as the case may be, to liability for contempt, 

censure or other legal penalty or liability. 

(b) The Servicer shall, and shall cause each Subservicer to, (i) comply with all 

applicable Laws regarding the privacy or security of Customer Information, and (ii) maintain and 

comply with policies and procedures for protection of Customer lnfonnation in a way that is 

designed to ensure such compliance with applicable Laws (including by obtaining information 

technology audits and maintaining monitoring software on internal accounting systems and the 

systems of applicable Servicers, Subservicers and other third-party vendors generating, 

maintaining or otherwise having access to any Customer Information). The Servicer shall, and 

shall cause each Subservicer to, promptly make available to the Initial Member information 

regarding such policies and procedures as requested by either of them from time to time. The 

Servicer further agrees that any Customer Information transmitted electronically by it shall be 

encrypted. 

Section 11.10 Time of Essence. Time is hereby declared to be of the essence of this 

Agreement and of every pari hereof. 

Section 11.11 No Presumption. This Agreement shall be construed fairly as to each 

party hereto and if at any time any such term or condition is desired or required to be interpreted 

or construed, no consideration shall be given to the issue of who actually prepared, drafted or 

requested any tenn or condition of this Agreement or any agreement or instrument subject 

hereto. 

Section 11.12 No Right of Setoff. The Servicer hereby waives any and all rights it may 

otherwise have (whether by contract or operation of Law or otherwise) to any setoff, offset, 

counterclaim or deduction (or to assert any claim for any setoff, offset counterclaim or 

deduction) against the Asset Proceeds (or the Company). 

Section 11.13 Release of Initial Member and Others. The Servicer hereby releases and 

discharges each Prior Servicer from any and all claims (including any counterclaim or defensive 

claim), demands, causes of action, judgments or legal proceedings and remedies of whatever 

kind or nature that the Servicer had, has or might have in the future, whether known or unknown, 

which are related in any manner whatsoever to the Servicing (prior to the applicable Servicing 

Transfer Date) by the Prior Servicers, in each case other than for acts or omissions constituting 

gross negligence, violation of Law or willful misconduct of such Prior Servicer. 

[Remainder ofPage Intentionally Left Blank] 

36 

2012-SIP-1 Structured Transaction 

Servicing Agreement 

Version3.1.1 
IN \VITl\FSS \VHEREOF. the parties hereto huvc caust:J this /\greement to be executed 

as of the day and year first ahovr \vrittL~n. 

!\1/\N/\GER: 

TENNESSEE LOAN POH.TFOLIO PlUVATE 

OWNER. LLC 

By: 

"":....,r.l. . • • .• ~ 

By: 

Name: Robert O'Leary 

Title: Authorized Signatory 

SERVICER: 


SABAL FINANCIAL GROUP, L.P. 


By: 

Name: R. Patterso11 Jackson 

Title: CEO 

2C·I2 S II' I StnKiurd Tr.msactwn 

Srrv1t:tng /\1-!rt•en:ent 

\\.•1 SltlTl 3 ] ! 
IN \VITNESS \VI IFRFOr. the parties hereto have caused this Agreement to be executed 

a5 of the day and year first above \\ rittcn. 

MANAGER: 

TF::'\1:'\lESSEE LOAN PORTFOLIO PRIVATE 

OW~ER,LLC 

By: Tennessee Loan Acquisition Venture. L.P._ ib 

managing member 

By: 

"\lame: 

Title: 

Hy: __ 

Name: 

Title: 

SERVICLR: 

By: 

\lame: R. Patterson Jackson 

Title: CEO 

Vc'!Slllfl 3 I I 
EXHIBIT B 


FORM OF ELECTRONIC TRACKING AGREEMENT 


[to be included only if applicable] 

B-1 

2012-S!P-1 Structured Transaction 

Servicing Agreement 

Version 3.Ll 
EXHIBIT C 

LOAN MODIFICATION PROGRAM 

If, as of the Effective Date, the Servicer is enrolled in the Home Affordable Modification 

Program (HAMP), then, for the purpose of the Servicing Agreement, (i) for SFR Loans that 

qualify for modification under HAMP ("HAMP Qualifying Loans"), the Servicer shall follow 

the HAMP Guidelines defined and described in ill below, unless some other Loan Modification 

Program is required or approved by the FDIC in accordance with the terms of the Servicing 

Agreement, and (ii) for any particular SFR Loan that does not qualify for a modification under 

HAMP, the Servicer shall determine whether the pmiicular SFR Loan qualifies for modification 

and, if so, modify such SFR Loan, under the FDIC Mortgage Loan Modification Program 

described in {ill below. 

If, as of the Effective Date, the Servicer is not enrolled in HAMP, then, for the purpose of the 

Servicing Agreement, the Servicer shall (in the event of and with respect to SFR Loans) follow 

the FDIC Mortgage Loan Modification Program described in {ill below, unless some other Loan 

Modification Program is required or approved by the FDIC in accordance with the terms of the 

Servicing Agreement. 

If the Servicer determines that a pmiicular SFR Loan does not qualify for a modification under 

either HAMP or the FDIC Mortgage Loan Modification Program, the Servicer shall propose an 

alternative Loan Modification Program under which the SFR Loan can be modified and shall 

submit the proposed program for approval by the FDIC in accordance with the terms of the 

Servicing Agreement. 

I. HOME AFFORDABLE MODIFICATION PROGRAM 

On April 6, 2009, the United States Department of the Treasury released HAMP guidelines to 

promote sustainable loan modifications for homeowners at risk of losing their homes due to 

foreclosure. HAMP provides a detailed framework for servicers to modify m01igages on owner· 

occupied residential properties and offers financial incentives to lenders and servicers that 

participate in HAMP. HAMP also provides financial incentives for homeowners whose 

mortgages are modified pursuant to HAMP guidelines to remain current on their mortgages after 

modification. 

Pursuant to Supplemental Directive 09·09, as modified on March 26, 2010, the United States 

Depmiment of the Treasury added HAF A to the options within HAMP. HAMP servicers are 

encouraged to participate in HAF A, which establishes guidelines for short sales and deeds-inlieu of foreclosure as alternatives to foreclosure for homeowners who do not qualify for a HAMP 

loan modification. HAF A offers additional financial incentives to servicers. 

C-1 

2012-SIP-1 Structured Transaction 

Servicing Agreement 

Version 3.1.1 
The Servicer shall undertake a review of its mortgage loan portfolio to identify HAMP 

Qualifying Loans and shall modify HAMP Qualifying Loans under the HAMP Guidelines. 

Further details about HAMP, including program terms and borrower eligibility criteria, are 

available at http://www.hmpadmin.com. 

II. 	 FDIC MORTGAGE LOAN MODIFICATION PROGRAM 

The objective of the FDIC Mortgage Loan Modification Program ("FDIC Program") is to 

modify the terms of certain residential mortgage loans so as to improve affordability, increase 

the probability of performance, allow borrowers to remain in their homes and increase the value 

of the loans to the FDIC and assignees. The Program provides for the modification of FDIC 

Qualifying Loans (as defined below) by reducing the borrower's monthly housing debt to 

income ratio ("DTI Ratio") to a target of 31%, but never to exceed 38%, at the time of the 

modification and eliminating adjustable interest rate and negative amortization features. 

Qualifying Loans 

In order for an SFR Loan to be an FDIC Qualifying Loan it must meet all of the following 

criteria, which must be confirmed by the lender (any such SFR Loan so meeting all such criteria, 

an "FDIC Qualifying Loan"): 

• 	 The collateral securing the SFR Loan is owner-occupied; and 

• 	 The mortgagor has a first priority lien on the collateral; and 

• 	 Either the borrower is at least 60 days delinquent or a default is reasonably 

foreseeable. 

Modification Process 

The lender shall undertake a review of its mortgage loan portfolio to identify FDIC Qualifying 

Loans. For each FDIC Qualifying Loan, the lender shall determine the net present value 

("NPV") of the modified loan using the Discount Rate and conservative default rates that reflect 

their own pmifolio experience. For the purposes of this determination, "Discount Rate" shall be 

the current Freddie Mac Primary Mortgage Market Survey ® ("PMMS") weekly rate for 30-year 

fixed-rate conforming loans with an added risk premium of 250 basis points. When perfom1ing 

loan-level NPV calculations, the Discount Rate must be applied consistently to all cash flows. 

Accordingly, the Discount Rate applied to the no-modification cash flow shall be the same as the 

Discount Rate applied to the modification cash flow. In the event that the Freddie Mac PMMS 

weekly rate for 30-year fixed-rate conforming loans is no longer available, or is no longer posted 

through electronic transmission, Servicer will use such other rate as FDIC may direct or approve. 

If the NPV of the FDIC Qualifying Loan will exceed the NPV of the foreclosed collateral upon 

disposition, then the Qualifying Loan shall be modified so as to reduce the borrower's monthly 

DTI Ratio to 31% (or to the lowest DTI Ratio higher than 31%, resulting in a NPV exceeding the 

foreclosed collateral upon disposition - but not to exceed 38%) at the time of the modification. 

To achieve this, the lender shall use a combination of interest rate reduction, term extension and 

principal forbearance, in the order set forth below. 

C-2 

2012-SIP-1 Structured Transaction 

Servicing Agreement 

Version 3.LI 
The borrower's monthly DTI Ratio shall be a percentage calculated by dividing the borrower's 

monthly housing payment (including principal, interest, taxes and insurance) by the borrower's 

monthly income. For these purposes, (1) the borrower's monthly housing payment shall be the 

amount required to pay monthly principal and interest plus one-twelfth of the then current mmual 

amount required to pay real property taxes and homeowner's insurance with respect to the 

collateral and (2) the borrower's monthly income shall be the amount of the borrower's (along 

with any co-borrowers') documented and verified gross monthly income. 

In order to calculate the monthly principal payment, the lender shall capitalize to the outstanding 

principal balance of the FDIC Qualifying Loan the amount of all delinquent interest, delinquent 

taxes, past due insurance premiums, third party fees and (without duplication) escrow advances 

(such amount, the "Capitalized Balance"). 

In order to achieve the goal of reducing the DTI Ratio to 31%, the lender shall take the following 

steps in the following order of priority with respect to each FDIC Qualifying Loan: 

1. Reduce the interest rate to the then cunent Freddie Mac Survey Rate for 30-year fixed 

rate mortgage loans, and adjust the term to 30 years. 

2. If the DTI Ratio is still in excess of 31%, reduce the interest rate further, but no lower 

than 3%, until the DTI ratio of 31% is achieved. 

3. If the DTI Ratio is still in excess of 31% after adjusting the interest rate to 3%, extend the 

remaining term of the loan by 10 years. 

4. If the DTI Ratio is still in excess of 31%, calculate a new monthly payment (the 

"Adjusted Payment Amount") that will result in the borrower's monthly DTI Ratio not 

exceeding 31%. After calculating the Adjusted Payment Amount, the lender shall bifurcate the 

Capitalized Balance into two portions the amortizing portion and the non-amortizing portion. 

The amortizing portion of the Capitalized Balance shall be the mortgage amount that will fully 

amortize over a 40-year term at an annual interest rate of 3% and monthly payments equal to the 

Adjusted Payment Amount. The non-amortizing portion of the Capitalized Balance shall be the 

difference between the Capitalized Balance and the amortizing portion of the Capitalized 

Balance. The lender shall agree to forbear from collecting the non-amortizing portion of the 

Capitalized Balance during the term of the loan, and such amount shall be due and payable only 

upon the earlier of (i) maturity of the modified loan, (ii) a sale of the property or (iii) a pay-off or 

refinancing of the loan. No interest shall be charged on the non-amortizing portion of the 

Capitalized Balance, but repayment shall be secured by a first lien on the collateral. 

5. If, under any of the above steps, the NPV of a modification is less than the NPV of the 

foreclosed collateral upon disposition, the DTI may be increased to the minimum level where the 

NPV of the modification exceeds the NPV of the foreclosed collateral upon disposition. 

However, under no circumstances will the DTI for the modification exceed 38%. 

At the end of the five (5) year period commencing on the date of the loan modification, the 

interest rate on the modified loan shall adjust to the Freddie Mac Survey Rate as of the date of 

the loan modification, but subject to an annual adjustment cap of one percent (1 %) per year. At 

C-3 

2012-SIP-1 Structured Transaction 

Servicing Agreement 

Version3.Ll 
that time, the monthly amount due by the borrower will also adjust to amortize fully the 

remaining Capitalized Balance (or, in any case in which the Capitalized Balance was bifurcated, 

the ammiizing portion thereof) over the remaining term of the modified loan. 

Additional Modification Terms 

In connection with the modification of any FDIC Qualifying Loan, the following additional 

requirements shall apply. 

1. The lender shall not charge (and no borrower shall be required to pay) any modification, 

refinance or other similar fees or points in connection with the modification, nor shall any such 

fees, costs or charges be capitalized. 

2. Unpaid late fees and prepayment penalties otherwise chargeable to the borrower shall be 

waived. 

3. Modified loans shall not include any prepayment penalties. 

4. The lender shall establish an escrow account for the payment of future taxes and 

insurance premiums. 

5. The lender shall provide the FDIC with the NPV for each FDIC Qualifying Loan 

including the discount and default rates used. 

Related Junior Lien Mortgage Loans 

In cases where the lender holds a junior lien mmigage loan that is collateralized by the same 

property that collateralizes an FDIC Qualifying Loan that is modified as described above, the 

junior lien mortgage loan shall also be modified to enhance overall affordability to the borrower. 

At a minimum, the lender shall reduce the interest rate on the junior lien mortgage loan to no 

more than 2% per annum. Further modifications may be made at the lender's discretion as 

needed to support affordability and performance of the modified first lien FDIC Qualifying 

Loan. 

Amendments 

The Program may be modified either (i) by the FDIC, upon written notice to the lender of such 

modification, or (ii) as proposed by the lender with respect to a group of loans with similar 

characteristics, if approved in writing by the FDIC. 

C-4 

2012-S1P-1 Structured Transaction 

Servicing Agreement 

Version 3.1.1 
SCHEDULE 1 


FEE SCHEDULE 


SCHEDULE I 


LEGAL_ US_W # 73002910.1 
SCHEDULE2 

SERVICING OBLIGATIONS 

The Servicer shall, in addition to the matters provided for in the Servicing Agreement, perform 

the servicing responsibilities specifically set forth below. These services responsibilities shall, 

unless otherwise provided herein or otherwise designated by the Manager, be performed in 

accordance with the Servicing Standard: 

I. 	General Loan Servicing of all Assets 

• 	 Board Loans onto loan servicing system and maintain transaction histories. 

• 	 Calculate principal and interest payments and all other amounts due and payable under 

the Loan documents and invoice (or provided via web interface) non-delinquent 

Borrowers for payment (or via web) on a monthly basis from and after the relevant 

Servicing Transfer Date(s). 

• 	 Record changes in principal and other outstanding balances as necessary to reflect 

additional funding advances, capitalization of advances for Borrower expenses, 

modifications of amounts due pursuant to executed legal documents, partial payments or 

pre-payments and/or other changes or corrections as directed from time-to-time by 

written authorization from the Manager. 

• 	 Update billing records and generate *orrower statements I invoices. 

• 	 Provide assistance in connection with the closing of the transfer of any Loans or related 

assets, including assisting in the recording of assignments of the Loans, the endorsement 

of notes and the issuance of title insurance policies, as requested. 

• 	 Generate servicing transfer letters, monthly payment invoicing on non-delinquent 

accounts, escrow analysis on escrowed Loans, payoff/estoppel letters and other standard 

correspondence as required to meet ~fe Servicer obligations in this ~~!!.!.M~· 

• 	 Monitor and track required insurance coverage and obtain force placed policies where 

needed and substituting each of the Manager and the Company as a loss-payee on all 

Loan related insurance on the underlying collateral. 

• 	 Process requests such as payoff quotes, prepayment calculations, Loan histories, etc. 

• 	 Provide inquiry access at all times to Loan servicing system(s) or equivalent for Loan and 

underlying collateral information maintained thereon and provide dedicated inbound tollfree number for Borrower inquiries and contact. 

• 	 Monitor collection of all required monetary payments and disburse in accordance with 

documents. 

SCHEDULE 2 

LEGAL_ US_ W # 73002910.1 
• 	 Ensure that Loan payments are processed in a timely manner for the correct amounts and 

in accordance with appropriate Loan documentation. 

• 	 Monitor and track Loan cash flows along with the payment and compliance of real estate 

taxes, HOA fees, insurance, ground lease and other type payments. 

• 	 Process protective advances where needed to include payment of HOA fees or real estate 

taxes (unless protective advance is counter to agreed strategy for Loan). 

• 	 Administer escrow and reserve accounts as required under the Loan documents. 

• 	 Provide cash remittance reporting. 

• 	 Participate in MERS registration process on applicable assets. 

• 	 Generate yearly 1098 and 1099 statements and other government reporting as required. 

• 	 Identify assets likely to have environmental issues and ensure reports are available for 

each asset 

• 	 Manage Loan and collateral documentation including possible storage in electronic 

library. 

• 	 Provide Loan level reportin$ monthly, annually and at such other times and in such! form 

and manner as reasonably r~quested from time to time by the Manager (in electt·o~ic as 

well as hard copy to the extent practical) including but not limited to: 

o 	 Monthly electronic report on the Loans detailing collections, disbursements, 

funding advances, payoffs, modifications, write-offs and transfers of Loans to 

real estate owned and such other information readily available as shall be 

requested by the Manager. 

o 	 Loan trial balancers of the end of each month providing outstanding ba,flnces 

for all amounts due from Borrowers including a detail of all cash transactions 

and other account adjustments that occurred for each Borrower during the 

month. 

• 	 Provide the Manager access to, and trammg with respect to, Loan serv1cmg, asset 

management and document management system(s) and, to the extent required, providing 

licenses to the Manager related thereto. 

• 	 Promptly notify the Manager if a claim is made by any Borrower, guarantor or any third 

party with respect to any Loan. Unless otherwise directed by the Manager in writing, 

arrange for and supervise the defense of such claim (with legal counsel approved by the 

Manager) and the Manager may, at any time, assume direct control and supervision of 

such defense. 

SCHEDULE2 

LEGAL_US_W # 73002910.1 
• 	 Promptly notify the Manager of any event, circumstance, correspondence or other 

communication or occurrence of which it receives knowledge which affects in any 

material way any Loan or related asset (including, without limitation, any default under 

any Loan documents or any casualty to or condemnation of any real property or any 

property securing any Loan) or the ability to perform its obligations hereunder. 

II. Developing Business Plans 

• 	 Business Plans shall be developed and prepared by the officers and employees of the 

Servicer, and delivered to the Manager for approval, in accordance with the following 

schedule: 

(i) 	 a draft Borrower-Business Relationship Business Plan for each of the 

fifteen (15) Borrower-business relationships identified by the FDIC within 

forty-five ( 45) days of the Closing; 

(ii) 	 a draft Borrower-Business Relationship Business Plan for each of the 

remaining Borrower-business relationships within ninety (90) days of the 

Closing; 

(iii) 	 a draft of the Consolidated Business Plan covering all Assets within 

seventy-five (75) days of the Closing; 

(iv) 	 updates to the B?rrower-Business Relationship Business Plans and 

Consolidated BusinfSS Plans, as required by the FDIC, no later than forty- . 

five (45) days prior to the date of required submission to the FDIC; and 

(v) 	 a draft of a semi-annual business plan for the Servicer, the Manager and 

each Borrower-business relationship semi-annually no later than May 30 

(projected to be current as of June 30 of such year) and November 30 

(projected to be current as of December 31 of such year) of each year (or, 

if the FDIC requires submission by any other date, no later than fortyfive (45) days prior fo such date). 1 

• 	 The Servicer shall revise or prepare a substitute Business Plan for any Business Plan 

prepared in accordance with the above, upon the occurrence of a material change to the 

applicable Asset or the Company, as the case may be, or upon the request of the Manager 

and submit such revised or substitute Business Plan for the Manager's approval. 

• 	 Each Business Plan shall set forth a permissible range of deviation for compliance with 

the terms of such Business Plan by the Servicer thereunder. No Business Plan may be 

modified, amended, supplemented, updated or replaced without the approval of the 

Manager. Notwithstanding anything to the contrary in this Agreement, the Servicer shall 

implement such Business Plans and shall not take any action or provide any services 

except in strict accordance with the Business Plans. If no Business Plan is adopted, the 

Servicer shall take such actions or provide such services to perform its services 

responsibilities hereunder as directed by the Manager. 

SCHEDULE2 

LEGAL_US_W # 73002910.1 

I 
III. Performing Loan Asset Management 

• 	 Establish and maintain appropriate Borrower and other relationships. Document all 

Borrower contact in centralized CRM system. 

• 	 Monitor and enforce Loan covenants as required under the Loan documents. 

• 	 Maintain records on Loan system(s) of all known underlying collateral that is security for 

the Loans being serviced and ensure that, within sixty (60) days of the date on which a 

Loan is boarded, all Uniform Commercial Code (UCC) filings required to maintain 

perfection in any underlying collateral are properly maintained. 

• 	 Make timely payments for any other expense to be paid on behalf of a Borrower on any 

underlying collateral deemed a property protection advance, subject to a Manager's 

approval process to be established by mutual agreement of the Manager and the Servicer. 

• 	 Review operating statements including analysis of revenue, expenses, net operating 

income, net cash flow, debt service coverage ratios and occupancy and monitor on a Loan 

level all such expenses and disbursements made for future billing or recovery from 

Borrower. 

• 	 Monitor performance through comparison of Actual versus Budget and Underwriting 

with inquiries about discrepancies. 

• 	 Provide quarterly credit bemorandum which includes collateral valuation, caJh flow 

analysis, market study and asset status comments in a standardized format. 

• 	 Perform annual property inspections, or more frequently if consistent with a Business 

Plan or approved by the Manager. 

• 	 Proactively identify performing assets that are likely to become nonperforming and 

escalate to the Manager for intervention. 

IV. Construction and DevelJpment Loan Asset Management 

• 	 Review project budget to monitor that the project is progressing on time, on budget and 

lien free. 

• 	 Perform draw review and administration prior to making recommendation for funding. 

Confirm satisfaction of all conditions precedent to draw including receipt of title updates, 

consultant reports, and appropriate lien waivers. 

• 	 Review and verify draw package and invoices, review budget reallocations, costs spent to 

date, and confirm remaining funds available, on a line by line basis, are sufficient to 

cover remaining project costs. 

• 	 Identify and resolve entitlement and permitting issues. 

SCHEDULE2 

LEGAL_ US_ W # 73002910.1 
• 	 Order independent third party progress inspections (subject to the Manager's approval 

with respect to out-of-pocket costs of ordering such inspections to the extent not provided 

for in a Business Plan) on a routine basis to confirm construction is progressing according 

to the plans and specifications. 

• 	 If warranted, order independent third party cost to complete analyses when budget 

insufficiency is suspected or known. 

V. 	 Residential I Commercial Sellout Loan Asset Management 

• 	 Prepare detailed sales activity reports. 

• 	 Monitor compliance of Borrowers with Loan documentation to ensure proper distribution 

of net sales proceeds. 

• 	 Coordinate full and partial collateral releases. 

• 	 Address HOA and commercial association issues including insurance. 

VI. Non-Performing Loan Asset Management 

• 	 Complete a review of the Loan documents and assets to identify potential enforcement 

rights and remedies. Review guarantees to assess Borrower's potential liability, 

analyzing historif Loan payments and cash usages from property, an~ working with 

counsel on docu~nents to preserve rights including pre-negotiation ag1~eement, default 

letter, non-waiver letter, etc. 

• 	 Complete a valuation of the asset and project cash flows. Perform scenario analysis of 

potential exit strategies including an assessment of guarantor support and financial 

condition. 

• 	 Initiate and complete pre-foreclosure assessments of non-performing Loans including: 

1

o Estimate ~f collateral value 1 

o Evaluation of environment concerns 

o Determination of costs 

o Assessment of alternative to Foreclosure such as DIL 

o Determine the ability to pursue guarantors and the likely results of such pursuit 

o Develop foreclosure bidding strategy 


Generated required Notices to all parties: 


• 	 Notice of Intent to Foreclose (NOI) 

SCHEDULE2 

LEGAL_US_W # 73002910.1 
• 	 Notice of Default (NOD) 

o Attorney Selection 

• 	 Inform the Manager in writing promptly upon learning of the occurrence of (a) any 

material default under any performing Loan (including, without limitation, any payment 

default or any default entitling the lender under the Loan to accelerate the indebtedness 

outstanding under the Loan) and (b) any material default (other than any payment 

default) under any non-performing Loan. Propose in writing a workout plan within 

thirty (30) days thereafter, which shall incorporate the Servicer' s recommendation 

regarding engagement of legal counsel, enforcement of rights and remedies, workout 

strategy and any other actions necessary to the ultimate resolution of the Loan, and in 

consultation with the Servicer, the Manager shall determine a resolution strategy which 

shall be incorporated into the work out plan. 

• 	 Implement approved workout plan through negotiation of any settlement or modifications 

with the Borrower, engaging counsel in the preparation of forbearance agreements or 

modifications, managing approved remedy enforcement action (subject to the Manager's 

approval pursuant to the paragraph above) including foreclosure or pursuit of guarantors, 

developing strategies to deal with assets in bankruptcy, identifying Loan sale 

opportunities and handling Loan sale process. 

• 	 Notwithstanding anything in this Agreement to the contrary, unless specifically and 

expressl1 consented to by the Manager in writing or provided fqr in a Business Plan, the 

Servicer"ishall not cause or conduct any foreclosure sale of any property securing a Loan, 

or cause, conduct or agree to any transaction transferring any property in lieu of 

foreclosure, without first obtaining the written consent of the Manager to all of the 

material terms and conditions of such foreclosure sale or transaction in lieu of foreclosure 

(including without limitation the sale date, sale terms and bidding strategy with respect to 

any foreclosure sale). 

• 	 Notwithstanding anything in this Agreement to the contrary, the Servicer shall not take, 

and shallj ensure that any subcontractor does not take, any actionjor series of actions prior 

to foreclosure with respect to any property securing any Loan that would cause the 

Manager or the Company or its owners (i) to become liable under any applicable 

environmental laws, (ii) to be considered to be a "mortgagee in possession" of such 

property, or (iii) to be considered to be an "owner'' or "operator" of such property within 

the meaning of CERCLA or any comparable federal, state or local law, or a "discharger" 

or "responsible party" thereunder. 

• 	 Update/maintain servicing system to reflect any changes to the Loan based on 

modifications or forbearance agreements. 

• 	 Identify and address any construction related issues. 

• 	 Perform any necessary property preservation/maintenance activities necessary to protect 

and secure collateral. 

SCHEDULE 2 

LEGAL_US_~W # 7300291 0~ I 
VII. REO Asset Management and Disposition 

• 	 Create Business/Marketing Plan and Exit Strategy based on assessment of asset's highest 

and best use, stage of completion and market conditions. 

• 	 Install new property management, leasing, marketing and construction teams, including 

negotiation of appropriate agreements. 

• 	 Continue property preservation and maintenance activities. 

• 	 Complete an analysis to determine if best execution is to sell asset "as is" or make 

repairs, complete construction, etc. 

• 	 Resolve any accounts payable matters. 

• 	 Coordinate government or related items including issues related to liens, entitlements, 

permits, code compliance, ADA, eminent domain issues, etc. 

• 	 Supervising and managing any construction and improvements with regard to any 

Acquired REO Property, including supervision of contractors, review of draw requests 

and confirmation that work is proceeding in accordance with plan specifications. 

• 	 Initiate selection process and select broker. Execute listing agreement. 

• 	 ~anage asset disposition including pre-marketing, ma~ket outreach, negotiation period, 

due diligence/inspection period and closing. 

• 	 Manage list price adjustments accordingly based on market conditions and salability of 

asset. 

• 	 Complete sale of asset with appropriate release documentation and reporting. 

Any ot~~er services which are reasonably inferable from any of tre services listed herein. 

The Servicer shall execute and deliver such instruments and take such actions as the Manager 

may, from time to time, reasonably request in order to perform such obligations set forth above, 

to effectuate the purpose and to carry out the terms of this Agreement and/or the Company's and 

the Manager's reporting and other obligations relating to the servicing of the Loans and assets 

under the Company's LLC Operating Agreement and any other documents entered into by the 

Manager or its Affiliates relating thereto. 

Nothing in this Schedule 2 or elsewhere in this Agreement shall restrict the Manager from 

performing any servicing functions (acting in the role of servicer, sub-servicer or otherwise). 

SCHEDULE 2 

LEGAL_US_W # 73002910.1 
SCHEDULE3 


REIMBURSEMENT OF SERVICER ADVANCES 


Servicer shall have no obligation to advance any funds to pay for any expenses or obligations of 

any Borrower, the Company or the Manager or to pay for any Servicing Expenses, including, 

without limitation, any Servicer Advances, or Funding Draws. Any and all such draws, advances 

and expenses will only be incurred at such time as Manager has provided the funds to incur such 

expenses and/or to make such advances, unless otherwise, and in a manner, mutually agreed to 

by Manager and Servicer. 

In no event shall the Servicer receive any reimbursement or other compensation with respect to 

Excluded Expenses. 

SCHEDULE 3 

LEGAL_US_W # 73002910.1 
SCHEDULE4 


FORM OF ELECTRONIC REPORT ON THE ASSETS AND COLLATERAL 

Servicing Electronic Report Fields 

Data to be provided in excel or other standard electronic format. 

Loan Specific: 

• Loan Number 

• Loan Classification (Performing, Non-Performing, OREO) 

• Original Loan Amt 

• Unpaid Principal Balance 

• Current Rate 

• Margin 

• Index 

• Ceiling 

• Floor 

• Term 

• Interest Only (YIN) 

• Amortizing (YIN) 

• Note Date 

• Maturity Date 

• Paid To Datel 

• Next Due 

• Accrual (YIN) 

• Percent Owned 

• Date of Last Disbursement 

• Last Disbursement Amt 

• Charge Offs or SV A's 

Collateral Specific: 

• Property Str~et 

• Property City 

• Property State 

• Property Zip 

• Original Appraisal Amt 

• Original Appraisal Date 

• Updated Appraisal Amt 

• Updated Appraisal Date 

• Updated LTV 

• Lien Position 

• Jr Lien Amt 

• Foreclosure (YIN) 

• Property Taxes Current (YIN) 

• Property Taxes Due 

SCHEDULE4 

LEGAL_US_ W # 73002910.1 
• Percent Complete 

• Cost to Complete (if applicable) 

• Cost to Complete Date Estimated (if applicable) 

• Environmental Risk (YIN) 

Borrower Specific: 

• Borrower Name 

• Original Credit Score 

• Original Credit Score Date 

• Updated Credit Score 

• Updated Credit Score Date 

• Bankruptcy (YIN) 

OREO Specific: 

• Date OREO 

• Book Value 

• Net Book Value 

• For Sale (YIN) 

• Listing Date 

• Listing Amt 

• Offer (YIN) 


• off5r Amt 


• Off,{ Date 

• Offer Accepted (YIN) 

• Est Closing Date 

• Sold Date 

• Sold Amt or Net Sales Price 

SCHEDULE4 

LEGAL_US_W # 73002910.1 
SCHEDULES 


TERMINATION WITHOUT CAUSE 


( 1) The Manager may terminate this Agreement for any rea on (or for no reason); provided, that 

the Manager must provide thirty (30) days written Tennination Notice to the Servicer and pay to 

the Servicer an aggregate termination fee equal to I 

IThe Servicer shall deliver a notice ~----~----~----~------------~--~~--~~ of termination under each agreement governing all sub-servicer fee , sub-asset manager fees and 

other third party fees in accordance with the terms thereof not later than five (5) Busine s Day 

following receipt of the Termination Notice from the Manager. To the extent that the Servicer is 

obligated to pay any such sub-servicer fees, sub-asset manager fees and other third-party fees, 

notwithstanding the delivery of notice of termination as required by the preceding sentence, 

during the two (2) month period following the termination date, the Manager shall pay to the 

Servicer the amount of such sub-servicer fees, sub-asset manager fees and other third-party fees 

actually paid by the Servicer with respect to such two (2) month period. The termination fee 

hereunder shall be payable by the Manager in two (2) monthly payments beginning on the 

termination date. 

(2) 1 Notwithstanding anything to the contrary in this Agre~ment or elsewhere, in addition to and 

wit~out limitation of any other rights at law or equity and ip addition to and without limitation of 

the Manager's rights under Sections 7.2 and 7.3 of this Agreement, the Manager shall have the 

same rights under Section 7.2(a)(i), (ii) and/or (iii) upon the occurrence of the following matter 

(determined by the Manager in its sole discretion), whether or not the same con titute a Default, 

and the Servicer hereby agrees and consent thereto, including without limitation its immediate 

and automatic termination under this Agreement upon written election by the Manager in 

connection with any such occurrence and without the requirement of any further notice or cure 

rights, and in no event shall such termination constitute a termination "without cause": 

IJ I beases to devote substantiall; l all of his business time and attention 

to the performance of his duties for the Servicer (other than as a result of his death or disability) 

and a replacement f01\ ~ho is acceptable to the Manager (as determined in 

its sole discretion) has not been hired by the Servicer within sixty (60) days thereof. 

In no event shall the Manager' failure to exerci e, or delay in exercising, any of its rights under 

this Agreement, any document governing the Manager or otherwise, constitute a waiver of any 

such rights, whether with respect to then-current, past or future matters. 

SCHEDULES 

LEG AL_US_ W # 730029 10.1 
SCHEDULE6 

BUSINESS PLAN SCHEDULE 

Servicer agrees to prepare and deliver to the Manager, and thereafter to periodically update, the 

Borrower-Business Relationship Business Plans, Consolidated Business Plans and all other 

required Business Plans, and otherwise to cooperate with the Manager and take such actions as 

the Manager may, from time to time, reasonably request in order to prepare, deliver and update 

the Borrower-Business Relationship Business Plans, Consolidated Business Plans and all other 

required Business Plans in accordance with the terms of Item 2 on Schedule 2 hereof and as 

required by Section 7.7 of the LLC Operating Agreement and Section 5.2(h) of the Servicing 

Agreement. 

SCHEDULE 6 

LEGAL_US_W # 73002910.1