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 Underlying Collateral as are set forth on Schedule 3, 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 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) 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, 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, 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 ▇▇▇▇▇▇ 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 (a) any relationship that the Servicer, the Company, the Manager or any Subservicer or any of their respective Affiliates may have to any Borrower or Obligor or any of their respective Affiliates, including any other banking or lending relationship and any other relationship described in Section 5.1(h), (b) the Company’s, the Manager’s, the Servicer’s or any Subservicer’s obligation to make disbursements and advances with respect to the Loans and the Underlying Collateral, (c) 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 (d) 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 Underlying Collateral as are set forth on Schedule 3, as with respect to the same may be amended from time related Properties prepared and delivered to time the Trustee by the Manager and the Master Servicer (the “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) subject to Section 5.7, in accordance with The Trustee shall furnish the requirements Master Servicer within 5 days of the LLC Operating Agreement, the Custodial and Paying Agency Agreement and the other Ancillary Documents, 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, with respect to each Loan and related Underlying Collateral, 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 applicable ▇▇▇▇▇▇ Mae Guidelines, if any, with respect other documents necessary and appropriate 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 carry out its Servicing Obligations without regard to (a) any relationship that the Servicer, the Company, the Manager or any Subservicer or any of their respective Affiliates may have to any Borrower or Obligor or any of their respective Affiliatesservicing and administrative duties hereunder, including any other banking documents or lending relationship and powers of attorney necessary to foreclose any other relationship described in Section 5.1(h), (b) the Company’s, the Manager’s, the Servicer’s 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 the Underlying Collateral, (c) 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 such requests. (d) Nothing in this Agreement shall preclude the Master Servicer’s , in its individual capacity, from entering into other mortgage loans or other financial transactions with any Subservicer’s right to receive compensation Obligor or from refinancing any Loan. (including e) The Servicer hereby incorporates by reference the representations, warranties and covenants made by it in Section 2.02 of 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 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 Underlying Collateral as are set forth on Schedule 3, as with respect to the same may be amended from time related Mortgaged Properties prepared and delivered to time the Indenture Trustee by the Manager and the Master Servicer (the “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) subject The Indenture Trustee shall cause the Custodian to Section 5.7, in accordance with furnish the requirements Master Servicer or Servicer within 5 days of the LLC Operating Agreement, the Custodial and Paying Agency Agreement and the other Ancillary Documents, 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, with respect to each Loan and related Underlying Collateral, 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 applicable ▇▇▇▇▇▇ Mae Guidelines, if any, with respect other documents necessary and appropriate 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 carry out its Servicing Obligations without regard to (a) any relationship that the Servicer, the Company, the Manager or any Subservicer or any of their respective Affiliates may have to any Borrower or Obligor or any of their respective Affiliatesservicing and administrative duties hereunder, including any other banking documents or lending relationship and powers of attorney necessary to foreclose any other relationship described in Section 5.1(h), (b) the Company’s, the Manager’s, the Servicer’s 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 the Underlying Collateral, (c) 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 such requests. (d) The Servicer hereby incorporates by reference the Servicer’s or any Subservicer’s right to receive compensation (including representations, warranties and covenants made by it in Section 2.02 of 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 Underlying Collateral as are set forth on Schedule 3, 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) 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 Law, (v) subject to Section 5.7, the servicing of the FHA Loans and otherwise in accordance with applicable law and the requirements of Debt Instruments and Mortgages. The Master Servicer shall at all times service and administer the LLC Operating 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 Custodial respective Home Loans, and, in the case of the FHA Loans, the specific requirements and Paying Agency Agreement prohibitions of Title I, to do any and the other Ancillary Documents, all things in connection with such servicing and (vi) to the extent 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 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 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, 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 ▇▇▇▇▇▇ Mae Guidelines, if any, with respect to similar loans or properties in similar situations (the requirements in clauses but without regard to: (i) through (vii) collectively, the “Servicing Standard”). In addition, the Servicer shall perform its Servicing Obligations without regard to (a) any relationship that the Master Servicer, the Company, the Manager or any Subservicer or any of their respective Affiliates may have to any Borrower or Obligor or any of their respective Affiliates, including any other banking or lending relationship and any other relationship described in Section 5.1(h), (b) the Company’s, the Manager’s, the Servicer’s or any Subservicer’s obligation to make disbursements and advances with respect to the Loans and the Underlying Collateral, (c) any relationship that the Servicer or any Subservicer affiliate of the Master Servicer or any Servicer may have with the related Obligor: (ii) Mego's obligations to each other repurchase or substitute for a Defective Home Loan pursuant to the Company, the Manager Section 3.05(b) or any FHA Loans pursuant to Section 4.12(b); (iii) the ownership of their respective Affiliatesany 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 relationship that any of their respective Affiliates may have FHA Loans pursuant to the Company, the Manager or any of their respective Affiliates Section 4.12; or (other than the contractual relationship evidenced by this Agreement or any Subservicing Agreement), and (dv) 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 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 Underlying Collateral as are set forth on Schedule 3, as with respect to the same may be amended from time related Mortgaged Properties prepared and delivered to time the Indenture Trustee by the Manager and the Master Servicer (the “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) subject to Section 5.7, in accordance with The Indenture Trustee shall furnish the requirements Master Servicer or Servicer within 5 days of the LLC Operating Agreement, the Custodial and Paying Agency Agreement and the other Ancillary Documents, 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, with respect to each Loan and related Underlying Collateral, 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 applicable ▇▇▇▇▇▇ Mae Guidelines, if any, with respect other documents necessary and appropriate 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 carry out its Servicing Obligations without regard to (a) any relationship that the Servicer, the Company, the Manager or any Subservicer or any of their respective Affiliates may have to any Borrower or Obligor or any of their respective Affiliatesservicing and administrative duties hereunder, including any other banking documents or lending relationship and powers of attorney necessary to foreclose any other relationship described in Section 5.1(h), (b) the Company’s, the Manager’s, the Servicer’s 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 the Underlying Collateral, (c) 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 (d) 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. (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 Underlying Collateral as are set forth on Schedule 3, as with respect to the same may be amended from time related Mortgaged Properties prepared and delivered to time the Indenture Trustee by the Manager and the Master Servicer (the “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) subject to Section 5.7, in accordance with The Indenture Trustee shall furnish the requirements Master Servicer or Servicer within 5 days of the LLC Operating Agreement, the Custodial and Paying Agency Agreement and the other Ancillary Documents, 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, with respect to each Loan and related Underlying Collateral, 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 applicable ▇▇▇▇▇▇ Mae Guidelines, if any, with respect other documents necessary and appropriate 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 carry out its Servicing Obligations without regard to (a) any relationship that the Servicer, the Company, the Manager or any Subservicer or any of their respective Affiliates may have to any Borrower or Obligor or any of their respective Affiliatesservicing and administrative duties hereunder, including any other banking documents or lending relationship and powers of attorney necessary to foreclose any other relationship described in Section 5.1(h), (b) the Company’s, the Manager’s, the Servicer’s 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 the Underlying Collateral, (c) 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 (d) 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 32, 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 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 Guidelines and the Loan Modification Program 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, 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 ▇▇▇▇▇▇ 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 (a) any relationship that the Servicer, the Company, the Manager or any Subservicer or any of their respective Affiliates may have to any Borrower or Obligor or any of their respective Affiliates, including any other banking or lending relationship and any other relationship described in Section 5.1(h), (b) the Company’s, the Manager’s, the Servicer’s or any Subservicer’s obligation to make disbursements and advances with respect to the Mortgage Loans and the Underlying Collateral, (c) 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 (d) 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 32, as the same may be amended from time to time by the Manager 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) subject with respect to Section 5.7all Loans, in accordance compliance with the requirements Statement on Loss Mitigation Strategies for Servicers of Residential Mortgages (September 2007), issued by the LLC Operating Agreementfederal 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, supplemented or modified from time to time (collectively, the Custodial and Paying Agency Agreement and “Guidelines”), to the other Ancillary Documentsextent applicable, and 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, with respect to each Loan and related Underlying Collateral, that in the absence of a customary and usual standard of practice, the Servicer shall comply with the applicable ▇▇▇▇▇▇ Mae Guidelines, if any, with respect ▇▇▇ Guidelines applicable to similar loans or properties in similar situations (the requirements in clauses (i) through (viivi) collectively, the “Servicing Standard”). In addition, the Servicer shall perform its Servicing Obligations without regard to (a) any relationship that the Servicer, the Company, the Manager Company or any Subservicer or any of their respective Affiliates may have to any Borrower Borrower, Guarantor or Obligor other obligor or any of their respective Affiliates, including any other banking or lending relationship and any other relationship described in Section 5.1(h)relationship, (b) the Company’s, the ManagerServicer’s, the Servicer’s or any Subservicer’s ’s, obligation to make disbursements and advances with respect to the Loans and the Underlying Collateral, (c) any relationship that the Servicer or any Subservicer may have to each other or to the Company, the Manager Company or any of their respective its Affiliates, or any relationship that any of their respective Affiliates may have to the Company, the Manager Company or any of their respective its Affiliates (other than the contractual relationship evidenced by this Agreement or any Subservicing Agreement), and (d) 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.