Common use of Servicing Standard Clause in Contracts

Servicing Standard. The Servicer shall take such actions and perform such duties in connection with the servicing, administration, management and disposition of the Loans and Collateral as are set forth on Schedule 2, as the same may be amended from time to time by the Company and the Servicer without the Participant’s consent (“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 Loans (and related Loan Documents), (iii) in accordance with the terms of this Agreement (including this Article II), (iv) in accordance with all applicable Law, (v) with respect to all Loans, in compliance with 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, and the Statement on Working with Mortgage Borrowers (April 2007), issued by the federal financial institutions regulatory agencies, as the same may be amended from time to time, and any Loan Modification Program provided to the Servicer by the Company (collectively, the “Guidelines”) and, (vi) to the extent consistent with the foregoing terms, in the same manner in which a prudent servicer would service and administer similar loans and in which a prudent servicer would manage and administer similar properties for its own portfolio or for other Persons, whichever is higher, but using no less care and diligence than would 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 in the absence of a customary and usual standard of practice, the Servicer shall comply with the ▇▇▇▇▇▇ ▇▇▇ Guidelines applicable to similar loans or collateral in similar situations (the requirements in clauses (i) through (v) collectively, the “Servicing Standard”). In addition, the Servicer shall perform its Servicing Obligations without regard to (i) any relationship that the Servicer, the Company or any Subservicer or any of their respective Affiliates may have to any Borrower, Guarantor or other obligor or any of their respective Affiliates, including any other banking or lending relationship, (ii) the Servicer’s, or any Subservicer’s, obligation to make disbursements and advances with respect to the Loans and Collateral, (iii) any relationship that any Subservicer or any of its Affiliates may have to each other or to the Servicer or any of its Affiliates (other than the contractual relationship evidenced by this Agreement or any Subservicing Agreement), (iv) any relationship that the Servicer or any of its Affiliates may have to the Company or any of its Affiliates (other than the contractual relationship evidenced by this Agreement), and (v) the Servicer’s or any Subservicer’s right to receive compensation (including the Servicing Fee) for its services under this Agreement or any Subservicing Agreement.

Servicing Standard. (a) The Master Servicer is hereby authorized to act as agent for the Trust and in such capacity shall manage, service, administer and make collections on the Home Loans, and perform the other actions required by the Master Servicer under this Agreement. In performing its obligations hereunder the Master Servicer shall take such actions and perform such duties at all times act in connection with the servicing, administration, management and disposition of the Loans and Collateral as are set forth on Schedule 2, as the same may be amended from time to time by the Company and the Servicer without the Participant’s consent (“Servicing Obligations”). The Servicer shall perform its Servicing Obligations (i) good faith in the best interests and for the benefit of the Company, (ii) in accordance with the terms of the Loans (and related Loan Documents), (iii) in accordance with the terms of this Agreement (including this Article II), (iv) a commercially reasonable manner in accordance with all requirements of the FHA applicable Lawto the servicing of the FHA Loans and otherwise in accordance with applicable law and the Debt Instruments and Mortgages. The Master Servicer shall at all times service and administer the FHA Loans in accordance with Title I, (v) with respect and shall have full power and authority, acting alone and/or through the Servicer as provided in Section 4.02, subject only to all this Agreement, the respective Home Loans, and, in compliance with the Statement on Loss Mitigation Strategies for Servicers case of Residential Mortgages (September 2007), issued by the federal financial institutions regulatory agencies and the Conference of State Bank Supervisors, and the Statement on Working with Mortgage Borrowers (April 2007), issued by the federal financial institutions regulatory agencies, as the same may be amended from time to time, and any Loan Modification Program provided to the Servicer by the Company (collectivelyFHA Loans, the “Guidelines”) andspecific requirements and prohibitions of Title I, (vi) to the extent do any and all things in connection with such servicing and administration which are consistent with the foregoing terms, in the same manner in which a prudent servicer would servicers service and administer similar FHA Title I home improvement loans and in which a prudent servicer would manage and administer similar properties for its own portfolio or for other Persons, whichever is higher, but using no less care and diligence than would be customarily employed by a prudent servicer following customary and usual standards of practice are consistent with the ordinary practices of prudent mortgage lenderslending institutions, loan servicers and asset managers servicing, managing and administering similar loans and properties on an arms’ length basis, provided that in the absence of a customary and usual standard of practice, the Servicer shall comply with the ▇▇▇▇▇▇ ▇▇▇ Guidelines applicable to similar loans or collateral in similar situations (the requirements in clauses (i) through (v) collectively, the “Servicing Standard”). In addition, the Servicer shall perform its Servicing Obligations but without regard to to: (i) any relationship that the Master Servicer, the Company or any Subservicer or any of their respective Affiliates may have to any Borrower, Guarantor or other obligor or any of their respective Affiliates, including any other banking or lending relationship, (ii) the Servicer’s, or any Subservicer’s, obligation to make disbursements and advances with respect to the Loans and Collateral, (iii) any relationship that any Subservicer or any of its Affiliates may have to each other or to the Servicer or any affiliate of its Affiliates (other than the contractual relationship evidenced by this Agreement Master Servicer or any Subservicing AgreementServicer may have with the related Obligor: (ii) Mego's obligations to repurchase or substitute for a Defective Home Loan pursuant to Section 3.05(b) or any FHA Loans pursuant to Section 4.12(b), ; (iii) the ownership of any Securities by the Master Servicer or any affiliate of the Master Servicer; (iv) any relationship that the Servicer or any of its Affiliates may have Master Servicer's obligation to the Company or any of its Affiliates (other than the contractual relationship evidenced by this Agreementmake Interest Advances pursuant to Section 4.08(a), and to make Foreclosure Advances pursuant to Section 4.08(b), or repurchase any FHA Loans pursuant to Section 4.12; or (v) the Master Servicer’s or any Subservicer’s 's right to receive compensation (including the Servicing Fee) for its services as provided in Section 5.01(c)(i)(b). The Master Servicer may take any action hereunder, including exercising any remedy under this Agreement any Home Loan, retaining counsel in connection with the performance of any of its obligations hereunder and instigating litigation to enforce any obligation of any Obligor, without the consent or approval of the Indenture Trustee or the Securities Insurer, unless any Subservicing Agreementsuch consent or approval is expressly required hereunder or under applicable law.

Servicing Standard. (a) The Master Servicer is hereby authorized to act as agent for the Trust and in such capacity shall manage, service, administer and make collections on the Home Loans, and perform the other actions required by the Master Servicer under this Agreement. In performing its obligations hereunder the Master Servicer shall at all times act in good faith in a commercially reasonable manner in accordance with all requirements of the FHA applicable to the servicing of the FHA Loans and otherwise in accordance with applicable law and the Debt Instruments and Mortgages. The Master Servicer shall at all times service and administer the FHA Loans in accordance with Title I, and shall have full power and authority, acting alone and/or through the Servicer as provided in Section 4.02, subject only to this Agreement, the respective Home Loans, and, in the case of the FHA Loans, the specific requirements and prohibitions of Title I, to do any and all things in connection with such servicing and administration which are consistent with the ordinary practices of prudent mortgage lending institutions and, in the case of the FHA Loans, prudent FHA Title I home improvement loan servicers, but without regard to: (i) any relationship that the Master Servicer, the Servicer or any affiliate of the Master Servicer or any Servicer may have with the related Obligor: (ii) Mego's obligations to repurchase or substitute for a Defective Home Loan pursuant to Section 3.05(b) or any FHA Loans pursuant to Section 4.12(b); (iii) the ownership of any Securities by the Master Servicer or any affiliate of the Master Servicer; (iv) the Master Servicer's obligation to make Interest Advances pursuant to Section 4.08(a), to make Foreclosure Advances pursuant to Section 4.08(b), or repurchase any FHA Loans pursuant to Section 4.12; or (v) the Master Servicer's right to receive compensation for its services as provided in Section 5.01(c)(i)(b). The Master Servicer may take such actions and perform such duties any action hereunder, including exercising any remedy under any Home Loan, retaining counsel in connection with the servicingperformance of any of its obligations hereunder and instigating litigation to enforce any obligation of any Obligor, administration, management and disposition without the consent or approval of the Indenture Trustee or the Securities Insurer, unless any such consent or approval is expressly required hereunder or under applicable law. (b) The Indenture Trustee shall cause the Custodian to execute and return to the Master Servicer or the Servicer designated in a written instruction from the Master Servicer to the Indenture Trustee, within 5 days of the Indenture Trustee's receipt any and all documents or instruments necessary to maintain the lien created by any Mortgage on the related Property or any portion thereof, and, within 5 days of request by the Master Servicer or the Servicer therefor a power of attorney in favor of the Servicer with respect to any modification, waiver, or amendment to any document contained in any Home Loan File and any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Home Loans and Collateral as are set forth on Schedule 2, as with respect to the same may be amended from time related Mortgaged Properties prepared and delivered to time the Indenture Trustee by the Company and the Master Servicer without the Participant’s consent (“Servicing Obligations”). The Servicer shall perform its Servicing Obligations (i) in the best interests and for the benefit of the Companyor any Servicer, (ii) in accordance with the terms of the Loans (and related Loan Documents), (iii) all in accordance with the terms of this Agreement Agreement. (including this Article II), (ivc) in accordance with all applicable Law, (v) with respect The Indenture Trustee shall cause the Custodian to all Loans, in compliance with furnish the Statement on Loss Mitigation Strategies for Servicers Master Servicer or Servicer within 5 days of Residential Mortgages (September 2007), issued by the federal financial institutions regulatory agencies and the Conference of State Bank Supervisors, and the Statement on Working with Mortgage Borrowers (April 2007), issued by the federal financial institutions regulatory agencies, as the same may be amended from time to time, and any Loan Modification Program provided to the Servicer by the Company (collectively, the “Guidelines”) and, (vi) to the extent consistent with the foregoing terms, in the same manner in which a prudent servicer would service and administer similar loans and in which a prudent servicer would manage and administer similar properties for its own portfolio or for other Persons, whichever is higher, but using no less care and diligence than would 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 in the absence request of a customary Master Servicing Officer therefor any powers of attorney and usual standard of practice, the Servicer shall comply with the ▇▇▇▇▇▇ ▇▇▇ Guidelines applicable other documents necessary and appropriate to similar loans or collateral in similar situations (the requirements in clauses (i) through (v) collectively, the “Servicing Standard”). In addition, the Servicer shall perform carry out its Servicing Obligations without regard to (i) any relationship that the Servicer, the Company or any Subservicer or any of their respective Affiliates may have to any Borrower, Guarantor or other obligor or any of their respective Affiliatesservicing and administrative duties hereunder, including any other banking documents or lending relationshippowers of attorney necessary to foreclose any Home Loan. The forms of any such powers or documents shall be appended to such requests. (d) The Servicer hereby incorporates by reference the representations, (ii) the Servicer’s, or any Subservicer’s, obligation to make disbursements warranties and advances with respect to the Loans and Collateral, (iii) any relationship that any Subservicer or any covenants made by it in Section 2.02 of its Affiliates may have to each other or to the Servicer or any of its Affiliates (other than the contractual relationship evidenced by this Agreement or any Subservicing Agreement), (iv) any relationship that the Servicer or any of its Affiliates may have to the Company or any of its Affiliates (other than the contractual relationship evidenced by this Agreement), and (v) the Servicer’s or any Subservicer’s right to receive compensation (including the Servicing Fee) for its services under this Agreement or any Subservicing Agreement.

Servicing Standard. The Servicer shall take such actions and perform such duties in connection with the servicing, administration, management and disposition of the Loans and Underlying Collateral as are set forth on Schedule 23, as the same may be amended from time to time by the Company Manager and the Servicer without (the Participant’s consent (“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 Loans (and related Loan Documents), (iii) in accordance with the terms of this Agreement (including this Article II), (iv) in accordance with all applicable Law, (v) with respect subject to all LoansSection 5.7, in compliance accordance with the Statement on Loss Mitigation Strategies for Servicers requirements of Residential Mortgages (September 2007)the LLC Operating Agreement, issued by the federal financial institutions regulatory agencies Custodial and Paying Agency Agreement and the Conference of State Bank Supervisorsother Ancillary Documents, and the Statement on Working with Mortgage Borrowers (April 2007), issued by the federal financial institutions regulatory agencies, as the same may be amended from time to time, and any Loan Modification Program provided to the Servicer by the Company (collectively, the “Guidelines”) and, (vi) to the extent consistent with the foregoing terms, in the same manner in which a prudent servicer would service and administer similar loans and in which a prudent servicer would manage and administer similar properties for its own portfolio or for other Persons, whichever standard is higher, but using no less care and diligence than would 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 that, with respect to each Loan and related Underlying Collateral, in the absence of a customary and usual standard of practice, the Servicer shall comply with the applicable ▇▇▇▇▇▇ ▇▇▇ Guidelines applicable Guidelines, if any, with respect to similar loans or collateral properties in similar situations (the requirements in clauses (i) through (vvii) collectively, the “Servicing Standard”). In addition, the Servicer shall perform its Servicing Obligations without regard to (ia) any relationship that the Servicer, the Company Company, the Manager or any Subservicer or any of their respective Affiliates may have to any Borrower, Guarantor Borrower or other obligor Obligor or any of their respective Affiliates, including any other banking or lending relationshiprelationship and any other relationship described in Section 5.1(h), (iib) the ServicerCompany’s, the Manager’s, the Servicer’s or any Subservicer’s, ’s obligation to make disbursements and advances with respect to the Loans and the Underlying Collateral, (iiic) any relationship that the Servicer or any Subservicer or any of its Affiliates may have to each other or to the Servicer Company, the Manager or any of its 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), (iv) any relationship that the Servicer or any of its Affiliates may have to the Company or any of its Affiliates (other than the contractual relationship evidenced by this Agreement), and (vd) the Servicer’s or any Subservicer’s right to receive compensation (including the Servicing Fee) for its services under this Agreement or any Subservicing Agreement.

Servicing Standard. The Servicer shall take such actions and perform such duties in connection with the servicing, administration, management and disposition of the Loans and Underlying Collateral as are set forth on Schedule 23, as the same may be amended from time to time by the Company Manager and the Servicer without (the Participant’s consent (“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 Loans (and related Loan Documents), (iii) in accordance with the terms of this Agreement (including this Article II), (iv) in accordance with all applicable Law, (v) with respect subject to all LoansSection 5.7, in compliance accordance with the Statement on Loss Mitigation Strategies for Servicers requirements of Residential Mortgages (September 2007)the LLC Operating Agreement, issued by the federal financial institutions regulatory agencies Custodial and Paying Agency Agreement and the Conference of State Bank Supervisorsother Ancillary Documents, and the Statement on Working with Mortgage Borrowers (April 2007), issued by the federal financial institutions regulatory agencies, as the same may be amended from time to time, and any Loan Modification Program provided to the Servicer by the Company (collectively, the “Guidelines”) and, (vi) to the extent consistent with the foregoing terms, in the same manner in which a prudent servicer would service and administer similar loans and in which a prudent servicer would manage and administer similar properties for its own portfolio or for other Persons, whichever standard is higher, but using no less care and diligence than would 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 that, with respect to each Loan and related Underlying Collateral, in the absence of a customary and usual standard of practice, the Servicer shall comply with the applicable ▇▇▇▇▇▇ ▇▇▇ Guidelines applicable Mae Guidelines, if any, with respect to similar loans or collateral properties in similar situations (the requirements in clauses (i) through (vvii) collectively, the “Servicing Standard”). In addition, the Servicer shall perform its Servicing Obligations without regard to (ia) any relationship that the Servicer, the Company Company, the Manager or any Subservicer or any of their respective Affiliates may have to any Borrower, Guarantor Borrower or other obligor Obligor or any of their respective Affiliates, including any other banking or lending relationshiprelationship and any other relationship described in Section 5.1(h), (iib) the ServicerCompany’s, the Manager’s, the Servicer’s or any Subservicer’s, ’s obligation to make disbursements and advances with respect to the Loans and the Underlying Collateral, (iiic) any relationship that the Servicer or any Subservicer or any of its Affiliates may have to each other or to the Servicer Company, the Manager or any of its 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), (iv) any relationship that the Servicer or any of its Affiliates may have to the Company or any of its Affiliates (other than the contractual relationship evidenced by this Agreement), and (vd) the Servicer’s or any Subservicer’s right to receive compensation (including the Servicing Fee) for its services under this Agreement or any Subservicing Agreement.

Servicing Standard. (a) The Master Servicer is hereby authorized to act as agent for the Trust and in such capacity shall manage, service, administer and make collections on the Loans, and perform the other actions required by the Master Servicer under this Agreement. In performing its obligations hereunder the Master Servicer shall at all times act in good faith in a commercially reasonable manner in accordance with all requirements of the FHA applicable to the servicing of the FHA Loans and otherwise in accordance with applicable law and the Notes and Mortgages. The Master Servicer shall at all times service and administer the FHA Loans in accordance with Title I, and shall have full power and authority, acting alone and/or through the Servicer as provided in Section 3.02, subject only to this Agreement, the respective Loans, and, in the case of the FHA Loans, the specific requirements and prohibitions of Title I, to do any and all things in connection with such servicing and administration which are consistent with the manner in which prudent servicers service FHA Title I home improvement loans and which are consistent with the ordinary practices of prudent mortgage lending institutions, but without regard to: (i) any relationship that the Master Servicer, the Servicer or any affiliate of the Master Servicer or any Servicer may have with the related Obligor: (ii) Mego's obligations to repurchase or substitute for a Defective Loan pursuant to Section 2.04(c) or any FHA Loans pursuant to Section 3.12(b); (iii) the ownership of any Certificate by the Master Servicer or any affiliate of the Master Servicer; (iv) the Master Servicer's obligation to make Interest Advances pursuant to Section 3.08(a), to make Foreclosure Advances pursuant to Section 3.08(b), or repurchase any FHA Loans pursuant to Section 3.12; or (v) the Master Servicer's right to receive compensation for its services hereunder pursuant to Section 4.05. The Master Servicer may take such actions and perform such duties any action hereunder, including exercising any remedy under any Loan, retaining counsel in connection with the servicingperformance of any of its obligations hereunder and instigating litigation to enforce any obligation of any Obligor, administrationwithout the consent or approval of the Trustee or the Certificate Insurer, management unless any such consent or approval is expressly required hereunder or under applicable law. (b) The Trustee shall execute and disposition return to the Master Servicer or the Servicer designated in a written instruction from the Master Servicer to the Trustee, within 5 days of the Trustee's receipt any and all documents or instruments necessary to maintain the lien created by any Mortgage on the related Property or any portion thereof, and, within 51 57 5 days of request by the Master Servicer or the Servicer therefor a power of attorney in favor of the Servicer with respect to any modification, waiver, or amendment to any document contained in any File and any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Loans and Collateral as are set forth on Schedule 2, as with respect to the same may be amended from time related Properties prepared and delivered to time the Trustee by the Company and the Master Servicer without the Participant’s consent (“Servicing Obligations”). The Servicer shall perform its Servicing Obligations (i) in the best interests and for the benefit of the Companyor any Servicer, (ii) in accordance with the terms of the Loans (and related Loan Documents), (iii) all in accordance with the terms of this Agreement Agreement. (including this Article II), (ivc) in accordance with all applicable Law, (v) with respect to all Loans, in compliance with The Trustee shall furnish the Statement on Loss Mitigation Strategies for Servicers Master Servicer within 5 days of Residential Mortgages (September 2007), issued by the federal financial institutions regulatory agencies and the Conference of State Bank Supervisors, and the Statement on Working with Mortgage Borrowers (April 2007), issued by the federal financial institutions regulatory agencies, as the same may be amended from time to time, and any Loan Modification Program provided to the Servicer by the Company (collectively, the “Guidelines”) and, (vi) to the extent consistent with the foregoing terms, in the same manner in which a prudent servicer would service and administer similar loans and in which a prudent servicer would manage and administer similar properties for its own portfolio or for other Persons, whichever is higher, but using no less care and diligence than would 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 in the absence request of a customary Master Servicing Officer therefor any powers of attorney and usual standard of practice, the Servicer shall comply with the ▇▇▇▇▇▇ ▇▇▇ Guidelines applicable other documents necessary and appropriate to similar loans or collateral in similar situations (the requirements in clauses (i) through (v) collectively, the “Servicing Standard”). In addition, the Servicer shall perform carry out its Servicing Obligations without regard to (i) any relationship that the Servicer, the Company or any Subservicer or any of their respective Affiliates may have to any Borrower, Guarantor or other obligor or any of their respective Affiliatesservicing and administrative duties hereunder, including any other banking documents or lending relationship, powers of attorney necessary to foreclose any Loan. The forms of any such powers or documents shall be appended to such requests. (iid) the Servicer’s, or any Subservicer’s, obligation to make disbursements and advances with respect to the Loans and Collateral, (iii) any relationship that any Subservicer or any of its Affiliates may have to each other or to the Servicer or any of its Affiliates (other than the contractual relationship evidenced by Nothing in this Agreement shall preclude the Master Servicer, in its individual capacity, from entering into other mortgage loans or other financial transactions with any Subservicing Agreement)Obligor or from refinancing any Loan. (e) The Servicer hereby incorporates by reference the representations, (iv) any relationship that the Servicer or any warranties and covenants made by it in Section 2.02 of its Affiliates may have to the Company or any of its Affiliates (other than the contractual relationship evidenced by this Agreement), and (v) the Servicer’s or any Subservicer’s right to receive compensation (including the Servicing Fee) for its services under this Agreement or any Subservicing Agreement.

Servicing Standard. (a) The Master Servicer is hereby authorized to act as agent for the Trust and in such capacity shall manage, service, administer and make collections on the Home Loans, and perform the other actions required by the Master Servicer under this Agreement. In performing its obligations hereunder the Master Servicer shall at all times act in good faith in a commercially reasonable manner and in accordance with applicable law and the Debt Instruments and Mortgages. The Master Servicer shall have full power and authority, acting alone and/or through the Servicer as provided in Section 4.02, subject only to this Agreement and the respective Home Loans, to do any and all things in connection with such servicing and administration which are consistent with the ordinary practices of prudent mortgage lending institutions, but without regard to: (i) any relationship that the Master Servicer, the Servicer or any affiliate of the Master Servicer or any Servicer may have with the related Obligor: (ii) Mego's obligations to repurchase or substitute for a Defective Home Loan pursuant to Section 3.05; (iii) the ownership of any Securities by the Master Servicer or any affiliate of the Master Servicer; (iv) the Master Servicer's obligation to make Interest Advances pursuant to Section 4.08(a) or to make Foreclosure Advances pursuant to Section 4.08(b); or (v) the Master Servicer's right to receive compensation for its services as provided in Section 5.01(c)(i)(a). The Master Servicer may take such actions and perform such duties any action hereunder, including exercising any remedy under any Home Loan, retaining counsel in connection with the servicingperformance of any of its obligations hereunder and instigating litigation to enforce any obligation of any Obligor, administration, management and disposition without the consent or approval of the Indenture Trustee, unless any such consent or approval is expressly required hereunder or under applicable law. (b) The Indenture Trustee shall execute and return to the Master Servicer or the Servicer designated in a written instruction from the Master Servicer to the Indenture Trustee, within 5 days of the Indenture Trustee's receipt any and all documents or instruments necessary to maintain the lien created by any Mortgage on the related Property or any portion thereof, and, within 5 days of request by the Master Servicer or the Servicer therefor a power of attorney in 52 favor of the Master Servicer or Servicer with respect to any modification, waiver, or amendment to any document contained in any Home Loan File and any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Home Loans and Collateral as are set forth on Schedule 2, as with respect to the same may be amended from time related Mortgaged Properties prepared and delivered to time the Indenture Trustee by the Company and the Master Servicer without the Participant’s consent (“Servicing Obligations”). The Servicer shall perform its Servicing Obligations (i) in the best interests and for the benefit of the Companyor any Servicer, (ii) in accordance with the terms of the Loans (and related Loan Documents), (iii) all in accordance with the terms of this Agreement Agreement. (including this Article II), (ivc) in accordance with all applicable Law, (v) with respect to all Loans, in compliance with The Indenture Trustee shall furnish the Statement on Loss Mitigation Strategies for Servicers Master Servicer or Servicer within 5 days of Residential Mortgages (September 2007), issued by the federal financial institutions regulatory agencies and the Conference of State Bank Supervisors, and the Statement on Working with Mortgage Borrowers (April 2007), issued by the federal financial institutions regulatory agencies, as the same may be amended from time to time, and any Loan Modification Program provided to the Servicer by the Company (collectively, the “Guidelines”) and, (vi) to the extent consistent with the foregoing terms, in the same manner in which a prudent servicer would service and administer similar loans and in which a prudent servicer would manage and administer similar properties for its own portfolio or for other Persons, whichever is higher, but using no less care and diligence than would 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 in the absence request of a customary Master Servicing Officer therefor any powers of attorney and usual standard of practice, the Servicer shall comply with the ▇▇▇▇▇▇ ▇▇▇ Guidelines applicable other documents necessary and appropriate to similar loans or collateral in similar situations (the requirements in clauses (i) through (v) collectively, the “Servicing Standard”). In addition, the Servicer shall perform carry out its Servicing Obligations without regard to (i) any relationship that the Servicer, the Company or any Subservicer or any of their respective Affiliates may have to any Borrower, Guarantor or other obligor or any of their respective Affiliatesservicing and administrative duties hereunder, including any other banking documents or lending relationship, (ii) the Servicer’s, powers of attorney necessary to foreclose any Home Loan. The forms of any such powers or any Subservicer’s, obligation documents shall be appended to make disbursements and advances with respect to the Loans and Collateral, (iii) any relationship that any Subservicer or any of its Affiliates may have to each other or to the Servicer or any of its Affiliates (other than the contractual relationship evidenced by this Agreement or any Subservicing Agreement), (iv) any relationship that the Servicer or any of its Affiliates may have to the Company or any of its Affiliates (other than the contractual relationship evidenced by this Agreement), and (v) the Servicer’s or any Subservicer’s right to receive compensation (including the Servicing Fee) for its services under this Agreement or any Subservicing Agreementsuch requests.

Servicing Standard. The Servicer shall take such actions and perform such duties in connection with the servicing, administration, management and disposition of the Mortgage Loans and Underlying Collateral as are set forth on Schedule 2, as the same may be amended from time to time by the Company Manager and the Servicer without (the Participant’s consent (“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 Mortgage Loans (and related Mortgage Loan Documents), (iii) in accordance with the terms of this Agreement (including this Article II), (iv) in accordance with all applicable Law, including but not limited to, the Real Estate Settlement Procedures Act of 1974, as amended, and the Helping Families Save Their Homes Act of 2009, as amended, (v) subject to Section 5.7, in accordance with the requirements of the LLC Operating Agreement, the Custodial and Paying Agency Agreement and the other Ancillary Documents, (vi) with respect to all Mortgage Loans, in compliance with the Statement on Loss Mitigation Strategies for Servicers of Residential Mortgages (September 2007), issued by the federal financial institutions regulatory agencies Guidelines and the Conference of State Bank Supervisors, and the Statement on Working with Mortgage Borrowers (April 2007), issued by the federal financial institutions regulatory agencies, as the same may be amended from time to time, and any Loan Modification Program provided to the Servicer by the Company and (collectively, the “Guidelines”) and, (vivii) to the extent consistent with the foregoing terms, in the same manner in which a prudent servicer would service and administer similar loans and in which a prudent servicer would manage and administer similar properties for its own portfolio or for other Persons, whichever standard is higher, but using no less care and diligence than would 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 that, with respect to each Mortgage Loan and related Underlying Collateral, in the absence of a customary and usual standard of practice, the Servicer shall comply with the applicable ▇▇▇▇▇▇ ▇▇▇ Guidelines applicable Guidelines, if any, with respect to similar loans or collateral properties in similar situations (the requirements in clauses (i) through (vvii) collectively, the “Servicing Standard”). In addition, the Servicer shall perform its Servicing Obligations without regard to (ia) any relationship that the Servicer, the Company Company, the Manager or any Subservicer or any of their respective Affiliates may have to any Borrower, Guarantor Borrower or other obligor Obligor or any of their respective Affiliates, including any other banking or lending relationshiprelationship and any other relationship described in Section 5.1(h), (iib) the ServicerCompany’s, the Manager’s, the Servicer’s or any Subservicer’s, ’s obligation to make disbursements and advances with respect to the Mortgage Loans and the Underlying Collateral, (iiic) any relationship that the Servicer or any Subservicer or any of its Affiliates may have to each other or to the Servicer Company, the Manager or any of its 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), (iv) any relationship that the Servicer or any of its Affiliates may have to the Company or any of its Affiliates (other than the contractual relationship evidenced by this Agreement), and (vd) the Servicer’s or any Subservicer’s right to receive compensation (including the Servicing Fee) for its services under this Agreement or any Subservicing Agreement.

Servicing Standard. (a) The Master Servicer is hereby authorized to act as agent for the Trust and in such capacity shall manage, service, administer and make collections on the Home Loans, and perform the other actions required by the Master Servicer under this Agreement. In performing its obligations hereunder the Master Servicer shall at all times act in good faith in a commercially reasonable manner and in accordance with applicable law and the Debt Instruments and Mortgages. The Master Servicer shall have full power and authority, acting alone and/or through the Servicer as provided in Section 4.02, subject only to this Agreement and the respective Home Loans, to do any and all things in connection with such servicing and administration which are consistent with the ordinary practices of prudent mortgage lending institutions, but without regard to: (i) any relationship that the Master Servicer, the Servicer or any affiliate of the Master Servicer or any Servicer may have with the related Obligor: (ii) Mego's obligations to repurchase or substitute for a Defective Home Loan pursuant to Section 3.05; (iii) the ownership of any Securities by the Master Servicer or any affiliate of the Master Servicer; (iv) the Master Servicer's obligation to make Interest Advances pursuant to Section 4.08(a) or to make Foreclosure Advances pursuant to Section 4.08(b); or (v) the Master Servicer's right to receive compensation for its services as provided in Section 5.01(c)(i)(a). The Master Servicer may take such actions and perform such duties any action hereunder, including exercising any remedy under any Home Loan, retaining counsel in connection with the servicingperformance of any of its obligations hereunder and instigating litigation to enforce any obligation of any Obligor, administration, management and disposition without the consent or approval of the Indenture Trustee, unless any such consent or approval is expressly required hereunder or under applicable law. (b) The Indenture Trustee shall execute and return to the Master Servicer or the Servicer designated in a written instruction from the Master Servicer to the Indenture Trustee, within 5 days of the Indenture Trustee's receipt any and all documents or instruments necessary to maintain the lien created by any Mortgage on the related Property or any portion thereof, and, within 5 days of request by the Master Servicer or the Servicer therefor a power of attorney in favor of the Master Servicer or Servicer with respect to any modification, waiver, or amendment to any document contained in any Home Loan File and any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Home Loans and Collateral as are set forth on Schedule 2, as with respect to the same may be amended from time related Mortgaged Properties prepared and delivered to time the Indenture Trustee by the Company and the Master Servicer without the Participant’s consent (“Servicing Obligations”). The Servicer shall perform its Servicing Obligations (i) in the best interests and for the benefit of the Companyor any Servicer, (ii) in accordance with the terms of the Loans (and related Loan Documents), (iii) all in accordance with the terms of this Agreement Agreement. (including this Article II), (ivc) in accordance with all applicable Law, (v) with respect to all Loans, in compliance with The Indenture Trustee shall furnish the Statement on Loss Mitigation Strategies for Servicers Master Servicer or Servicer within 5 days of Residential Mortgages (September 2007), issued by the federal financial institutions regulatory agencies and the Conference of State Bank Supervisors, and the Statement on Working with Mortgage Borrowers (April 2007), issued by the federal financial institutions regulatory agencies, as the same may be amended from time to time, and any Loan Modification Program provided to the Servicer by the Company (collectively, the “Guidelines”) and, (vi) to the extent consistent with the foregoing terms, in the same manner in which a prudent servicer would service and administer similar loans and in which a prudent servicer would manage and administer similar properties for its own portfolio or for other Persons, whichever is higher, but using no less care and diligence than would 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 in the absence request of a customary Master Servicing Officer therefor any powers of attorney and usual standard of practice, the Servicer shall comply with the ▇▇▇▇▇▇ ▇▇▇ Guidelines applicable other documents necessary and appropriate to similar loans or collateral in similar situations (the requirements in clauses (i) through (v) collectively, the “Servicing Standard”). In addition, the Servicer shall perform carry out its Servicing Obligations without regard to (i) any relationship that the Servicer, the Company or any Subservicer or any of their respective Affiliates may have to any Borrower, Guarantor or other obligor or any of their respective Affiliatesservicing and administrative duties hereunder, including any other banking documents or lending relationship, (ii) the Servicer’s, powers of attorney necessary to foreclose any Home Loan. The forms of any such powers or any Subservicer’s, obligation documents shall be appended to make disbursements and advances with respect to the Loans and Collateral, (iii) any relationship that any Subservicer or any of its Affiliates may have to each other or to the Servicer or any of its Affiliates (other than the contractual relationship evidenced by this Agreement or any Subservicing Agreement), (iv) any relationship that the Servicer or any of its Affiliates may have to the Company or any of its Affiliates (other than the contractual relationship evidenced by this Agreement), and (v) the Servicer’s or any Subservicer’s right to receive compensation (including the Servicing Fee) for its services under this Agreement or any Subservicing Agreementsuch requests.

Servicing Standard. The Servicer shall take such actions and perform such duties in connection with the servicing, administration, management and disposition of the Loans and Collateral as are set forth on Schedule 2, as the same may be amended from time to time by the Company and the Servicer without the Participant’s consent (the “Servicing Obligations”). The Servicer shall perform its Servicing Obligations (i) in the best interests and for the benefit of the Participant and the Company, (ii) in accordance with the terms of the Loans (and related Loan Documents), (iii) in accordance with the terms of this Agreement (including this Article II), (iv) in accordance with all applicable Law, (v) with respect to all Loans, in compliance with 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, and the Statement on Working with Mortgage Borrowers (April 2007), issued by the federal financial institutions regulatory agencies, as the same may be amended amended, supplemented or modified from time to time, and any Loan Modification Program provided to the Servicer by the Company time (collectively, the “Guidelines”) ), to the extent applicable, and, (vi) to the extent consistent with the foregoing terms, in the same manner in which a prudent servicer would service and administer similar loans and in which a prudent servicer would manage and administer similar properties for its own portfolio or for other Persons, whichever standard is higher, but using no less care and diligence than would 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 in the absence of a customary and usual standard of practice, the Servicer shall comply with the ▇▇▇▇▇▇ ▇▇▇ Guidelines applicable to similar loans or collateral properties in similar situations (the requirements in clauses (i) through (vvi) collectively, the “Servicing Standard”). In addition, the Servicer shall perform its Servicing Obligations without regard to (ia) any relationship that the Servicer, the Company or any Subservicer or any of their respective Affiliates may have to any Borrower, Guarantor or other obligor or any of their respective Affiliates, including any other banking or lending relationship, (iib) the Company’s, the Servicer’s, or any Subservicer’s, obligation to make disbursements and advances with respect to the Loans and the Collateral, (iiic) any relationship that the Servicer or any Subservicer or any of its Affiliates may have to each other or to the Servicer Company or any of its Affiliates, or any relationship that any of their respective Affiliates may have to the Company or any of its Affiliates (other than the contractual relationship evidenced by this Agreement or any Subservicing Agreement), (iv) any relationship that the Servicer or any of its Affiliates may have to the Company or any of its Affiliates (other than the contractual relationship evidenced by this Agreement), and (vd) the Servicer’s or any Subservicer’s right to receive compensation (including the Servicing Fee) for its services under this Agreement or any Subservicing Agreement.

Servicing Standard. The Servicer Servicer, as an independent contractor, ------------------ shall take such actions service and perform such duties administer the Home Loans and shall have full power and authority, acting alone, to do any and all things in connection with the servicing, administration, management such servicing and disposition of the Loans and Collateral as are set forth on Schedule 2, as the same may be amended from time to time by the Company and administration which the Servicer without the Participant’s consent (“Servicing Obligations”). The Servicer shall perform its Servicing Obligations (i) in the best interests may deem necessary or desirable and for the benefit of the Company, (ii) in accordance with the terms of the Loans (and related Loan Documents), (iii) in accordance consistent with the terms of this Agreement Agreement. Notwithstanding anything to the contrary contained herein, the Servicer, in servicing and administering the Home Loans, shall employ or cause to be employed procedures (including collection, foreclosure, liquidation and Foreclosure Property management and liquidation procedures) and exercise the same care that it customarily employs and exercises in servicing and administering loans of the same type as the Home Loans for its own account, all in accordance with Accepted Servicing Procedures of prudent lending institutions and servicers of loans of the same type as the Home Loans and giving due consideration to the Certificateholders' reliance on the Servicer. The Servicer has and shall maintain the facilities, procedures and experienced personnel necessary to comply with the servicing standard set forth in this Article II), subsection (iva) and the duties of the Servicer set forth in this Agreement relating to the servicing and administration of the Home Loans. In performing its obligations hereunder the Servicer shall at all times act in good faith in a commercially reasonable manner in accordance with all requirements of the FHA applicable Lawto the servicing of the FHA Loans and otherwise in accordance with applicable law and the Debt Instruments and Mortgages. The Servicer shall at all times service and administer the FHA Loans in accordance with Title I, (v) with respect and shall have full power and authority, acting alone and/or through the Subservicer as provided in Section 4.07, ------------ subject only to all this Agreement, the respective Home Loans, and, in compliance with the Statement on Loss Mitigation Strategies for Servicers case of Residential Mortgages (September 2007), issued by the federal financial institutions regulatory agencies and the Conference of State Bank Supervisors, and the Statement on Working with Mortgage Borrowers (April 2007), issued by the federal financial institutions regulatory agencies, as the same may be amended from time to time, and any Loan Modification Program provided to the Servicer by the Company (collectivelyFHA Loans, the “Guidelines”) andspecific requirements and prohibitions of Title I, (vi) to the extent do any and all things in connection with such servicing and administration which are consistent with the foregoing terms, in the same manner in which a prudent servicer would servicers service and administer similar FHA Title I home improvement loans and in which a prudent servicer would manage and administer similar properties for its own portfolio or for other Persons, whichever is higher, but using no less care and diligence than would be customarily employed by a prudent servicer following customary and usual standards of practice are consistent with the ordinary practices of prudent mortgage lenders, loan servicers and asset managers servicing, managing and administering similar loans and properties on an arms’ length basis, provided that in the absence of a customary and usual standard of practice, the Servicer shall comply with the ▇▇▇▇▇▇ ▇▇▇ Guidelines applicable to similar loans or collateral in similar situations (the requirements in clauses (i) through (v) collectively, the “Servicing Standard”). In addition, the Servicer shall perform its Servicing Obligations without regard to (i) any relationship that the Servicer, the Company or any Subservicer or any of their respective Affiliates may have to any Borrower, Guarantor or other obligor or any of their respective Affiliates, including any other banking or lending relationship, (ii) the Servicer’s, or any Subservicer’s, obligation to make disbursements and advances with respect to the Loans and Collateral, (iii) any relationship that any Subservicer or any of its Affiliates may have to each other or to the Servicer or any of its Affiliates (other than the contractual relationship evidenced by this Agreement or any Subservicing Agreement), (iv) any relationship that the Servicer or any of its Affiliates may have to the Company or any of its Affiliates (other than the contractual relationship evidenced by this Agreement), and (v) the Servicer’s or any Subservicer’s right to receive compensation (including the Servicing Fee) for its services under this Agreement or any Subservicing Agreementinstitutions.

Servicing Standard. The (a) For and on behalf of the Trustee and the Certificateholders, the Master Servicer shall take such actions service and perform such duties in connection with administer the servicing, administration, management and disposition of the Mortgage Loans and Collateral as are set forth on Schedule 2, as the same may be amended from time to time by the Company and the Servicer without the Participant’s consent (“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 prudent mortgage loan servicing standards and procedures generally accepted in the terms of the Loans (mortgage banking industry and related Loan Documents), (iii) generally in accordance with the terms of this Agreement (including this Article II), (iv) in accordance with all applicable Law, (v) with respect to all Loans, in compliance with 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, and the Statement on Working with Mortgage Borrowers (April 2007), issued by the federal financial institutions regulatory agencies, as the same may be amended from time to time, and any Loan Modification Program provided to the Servicer by the Company (collectively, the “Guidelines”) and, (vi) to the extent a manner consistent with the foregoing terms, in the same manner in which a prudent servicer would service and administer similar loans and in which a prudent servicer would manage and administer similar properties for its own portfolio or for other Persons, whichever is higher, but using no less care and diligence than would 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 in the absence of a customary and usual standard of practice, the Servicer shall comply with the ▇▇▇▇▇▇ ▇▇▇ Guidelines applicable guidelines except as otherwise expressly provided in this Agreement. In connection with such servicing and administration, the Master Servicer, acting alone and/or through any Sub-Servicer as provided in Section 3.02 hereof, shall have the power and authority, subject to similar loans or collateral in similar situations (the requirements in clauses terms hereof (i) through to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents (v) collectivelyincluding, the “Servicing Standard”without limitation, estoppel certificates). In addition, the Servicer shall perform its Servicing Obligations without regard to (i) any relationship that the Servicer, the Company or any Subservicer or any of their respective Affiliates may have to any Borrower, Guarantor or other obligor or any of their respective Affiliates, including any other banking or lending relationship, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and Liquidation Proceeds, (iv) to consent to any subordinate financings to be secured by any Mortgaged Property to the extent that such consent is required pursuant to the terms of the related Mortgage, (v) to consent to the application of any proceeds of insurance policies or condemnation awards to the restoration of the applicable Mortgaged Property or otherwise, and (vi) subject to the provisions of Section 3.07 and 3.13, to effectuate foreclosure or other conversion of the ownership of the Mortgage Property securing any Mortgage Loan; provided, however, that the Master Servicer shall take no action that is materially inconsistent with or materially prejudices the interest of the Trustee or the Certificateholders in any Mortgage Loan or the rights and interest of the Seller, the Trustee and the Certificateholders under the terms of this Agreement unless such action is specifically called for by the terms hereof. (b) Without limiting the generality of the foregoing, but subject to the terms hereof, the Master Servicer’s, in its own name or in the name of the Trustee, is hereby authorized and empowered by the Seller and the Trustee, when a prudent servicer of mortgage loans would so act under similar circumstances, to execute and deliver, on behalf of the Trustee, the Certificateholders or any of them, any and all instruments of modification, satisfaction, cancellation or assignment, or any Subservicer’sof partial or full release or discharge and all other comparable instruments, obligation to make disbursements and advances with respect to the Loans Mortgage Loans, and Collateral, (iii) any relationship that any Subservicer or any of its Affiliates may have to each other or with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Master Servicer shall promptly notify the Trustee of any such execution and delivery. The Trustee for the benefit of the Certificateholders shall execute any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans. (c) Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Master Servicer, imminent) permit any modification with respect to any Mortgage Loan (i) that would change the Net Mortgage Rate or, reduce or increase the principal balance (except for increases resulting from the addition of its Affiliates Deferred Interest and reductions resulting from actual payments of principal) or (ii) that would both constitute a sale or exchange of such Mortgage 44 Loan within the meaning of Section 1001 of the Code (including any proposed, temporary or final regulations promulgated thereunder) (other than in connection with a proposed conveyance or assumption of such Mortgage Loan that is a Principal Prepayment made (or treated as made) by the contractual relationship evidenced by this Agreement or Mortgagor of the entire principal balance of a Mortgage Loan) and cause the Trust Fund to fail to qualify as a REMIC under the Code. (d) If an Index of One-Year MTA is not available with respect to any Subservicing AgreementMortgage Loan, the Master Servicer will select an alternative Index which is based on comparable information. In such event, the Master Servicer will also determine a new Gross Margin. The new Gross Margin will be the difference between the average of the last available Index for the most recent three-year period which ends on the last date the last available Index was available plus the Gross Margin on the last date the last available Index was available and the average of the new Index for the most recent three year period which ends on that date (or, if not available for such three-year period, for such time as it is available), (iv) any relationship that rounded as provided in the Servicer or any of its Affiliates may have to the Company or any of its Affiliates (other than the contractual relationship evidenced by this Agreement), and (v) the Servicer’s or any Subservicer’s right to receive compensation (including the Servicing Fee) for its services under this Agreement or any Subservicing AgreementMortgage Note.