Financial Risk Servicing Document

FINANCIAL RISK SERVICING DOCUMENT

Parties and Contact Information

Effective Date:

Recitals

This Financial Risk Servicing Document (the "Agreement") is entered into by and between the Servicer named above and the Client named above. The Servicer is engaged to provide servicing, monitoring, remediation and related administrative functions with respect to the Client's specified financial risk assets under the terms set forth herein.

Definitions

Capitalized terms used in this Agreement shall have the following meanings unless otherwise defined: "Servicing Activities" means the collection, reconciliation, reporting, loss mitigation, remediation, and monitoring tasks described in Schedule A; "Assets" means the financial instruments, loan files or portfolios described in Schedule B; "Confidential Information" means nonpublic information disclosed in connection with this Agreement.

Appointment; Scope of Services

The Client hereby appoints the Servicer, and the Servicer accepts appointment, to perform the Servicing Activities set forth in Schedule A and such additional services as the parties may agree in writing. The Servicer shall perform Services in accordance with industry-standard practices and applicable law.

Schedule of Fees and Payment

The Client shall pay the Servicer the fees set forth in the table below. Fees shall be invoiced monthly in arrears unless otherwise stated. Invoices are due within days of invoice receipt.

Late payment shall accrue interest at a rate of on overdue amounts. Accepted payment methods: check, wire transfer, ACH. Servicer shall itemize reimbursable third-party expenses on monthly invoices.

Reporting; Records; Audit Rights

The Servicer shall provide written reports to the Client on a basis, containing account-level activity, reconciliations and performance metrics specified in Schedule A. The Servicer will retain records relating to the Services for a minimum of .

The Client shall have the right, upon reasonable prior notice and during normal business hours, to audit the Servicer's records relating to the Services, provided such audits do not unreasonably interfere with the Servicer's operations. Audit costs shall be borne by the Client unless material noncompliance is found, in which case the Servicer shall reimburse reasonable audit costs.

Representations, Warranties and Covenants

Each party represents and warrants that it has full power and authority to enter into this Agreement and perform its obligations. The Client represents that it has lawful ownership or control of the Assets and authority to engage the Servicer. The Servicer represents that it will perform Services in compliance with applicable law and maintain industry-standard safeguards for Confidential Information.

Indemnification; Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of its gross negligence, willful misconduct or material breach of this Agreement. Except for liability arising from gross negligence, willful misconduct, breach of confidentiality or indemnification obligations, the parties' aggregate liability under this Agreement shall be limited to the fees paid to the Servicer in the twelve (12) months preceding the claim.

Confidentiality and Data Security

The Servicer shall treat all Confidential Information as confidential, shall not disclose it except as permitted by the Client or required by law, and shall implement administrative, technical and physical safeguards appropriate to the sensitivity of the information. Data breaches affecting Client data shall be reported to the Client without undue delay.

Default; Termination

Either party may terminate this Agreement upon written notice if the other party materially breaches any provision and fails to cure such breach within days after receipt of notice. Upon termination the Servicer shall deliver all records and property related to the Assets to the Client and shall cooperate to effect an orderly transition.

Compliance; Insurance

The Servicer shall comply with all applicable laws, rules and regulatory requirements in performing Services. The Servicer shall maintain general liability and professional liability insurance in amounts reasonably customary for the industry and shall provide evidence of such insurance on request.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below (or such other address as either party designates by written notice).

Miscellaneous Provisions

This Agreement constitutes the entire agreement between the parties with respect to its subject matter. No amendment will be effective unless in writing and signed by both parties. Neither party may assign its rights without the prior written consent of the other, except that the Servicer may assign to an affiliate or in connection with a sale of substantially all of its assets.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes through negotiation, and if unsuccessful, the parties agree to as the primary dispute resolution mechanism.

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