Common use of Servicing Standard Clause in Contracts

Servicing Standard. The Manager shall perform the Servicing Obligations: (i) in the best interests and for the benefit of the Initial Member 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 and the other Ancillary Documents, (iv) in accordance with all applicable Law, and (v) 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 Company shall comply with the applicable Xxxxxx Xxx Guidelines, if any, with respect to similar loans and properties in similar situations. The Manager shall cause its Servicing Obligations with respect to the Loans and the Underlying Collateral to be performed without regard to (w) any relationship that the Company, the Manager, or any Servicer or Subservicer, or any of their respective Affiliates may have to any Borrower, Obligor or other obligor, or any of their respective Affiliates, including any other banking or lending relationship, (x) the Company’s, the Manager’s, or any Servicer’s or Subservicer’s, obligation to make disbursements and advances with respect to the Loans and Underlying Collateral, (y) any relationship that the Servicer or any Subservicer may have to each other or to the Company, the Manager or any of their respective Affiliates, or any relationship that any of their respective Affiliates may have to the Company, the Manager or any of their respective Affiliates (other than the contractual relationship evidenced by this Agreement or the Servicing Agreement or any Subservicing Agreement), and

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 the its Servicing Obligations: Obligations (i) in the best interests and for the benefit of the Initial Member 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 and the other Ancillary Documents(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 (vvi) 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 Company Servicer shall comply with the applicable Xxxxxx Xxx Mae Guidelines, if any, with respect to similar loans and or properties in similar situationssituations (the requirements in clauses (i) through (vii) collectively, the “Servicing Standard”). The Manager In addition, the Servicer shall cause perform its Servicing Obligations with respect to the Loans and the Underlying Collateral to be performed without regard to (wa) any relationship that the Servicer, the Company, the Manager, Manager or any Servicer or Subservicer, Subservicer or any of their respective Affiliates may have to any Borrower, Borrower or Obligor or other obligor, or any of their respective Affiliates, including any other banking or lending relationshiprelationship and any other relationship described in Section 5.1(h), (xb) the Company’s, the Manager’s, or any the Servicer’s or any Subservicer’s, ’s obligation to make disbursements and advances with respect to the Loans and the Underlying Collateral, (yc) 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), and.

Servicing Standard. The Manager shall perform (or cause the performance of) the Servicing Obligations: (i) in the best interests and for the benefit of the Initial Member and the Company, (ii) in accordance with the terms of the Loans Assets (and related Loan Asset Documents), (iii) in accordance with the terms of this Agreement and the other Ancillary Transaction Documents, (iv) in accordance with all applicable Law, and (v) 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, provided however, that, with respect to each Loan Asset and related Underlying Collateral, in the absence of a customary and usual standard of practice, the Company shall comply with the applicable Xxxxxx Xxx Guidelines, if any, with respect to similar loans and properties in similar situations. The Manager shall cause its Servicing Obligations with respect to the Loans Assets and the Underlying Collateral to be performed without regard to (w) any relationship that the Company, the Manager, Manager the Servicer or any Servicer or SubservicerSub-Servicer, or any of their respective Affiliates Affiliates, may have to any Borrower, Obligor or other obligor, or any of their respective Affiliates, including any other banking or lending relationship, (x) the obligations of any of the Company’s, the Manager’s, the Servicer or any Servicer’s or Subservicer’s, obligation Sub-Servicer to make disbursements and advances with respect to the Loans Assets and Underlying Collateral, (y) any relationship that the Servicer or any Subservicer Sub-Servicer 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 the Servicing Agreement or any Subservicing Sub-Servicing Agreement), andand (z) the right of any of the Manager, the Servicer or any Sub-Servicer to receive compensation (including the Management Fee and any Interim Management Fee) for its services under this Agreement, the Servicing Agreement or any Sub-Servicing Agreement. Without limiting the generality of the foregoing, the Manager’s Servicing Obligations hereunder shall include the following:

Servicing Standard. The Manager shall perform (or cause the performance of) the Servicing Obligations: (i) in the best interests and for the benefit of the Initial Member and the Company, (ii) in accordance with the terms of the Loans Assets (and related Loan Asset Documents), (iii) in accordance with the terms of this Agreement and the other Ancillary Transaction Documents, (iv) in accordance with all applicable Law, and (v) 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, provided however, that, with respect to each Loan Asset and related Underlying Collateral, in the absence of a customary and usual standard of practice, the Company shall comply with the applicable Xxxxxx Xxx Guidelines, if any, with respect to similar loans and properties in similar situations. The Manager shall cause its Servicing Obligations with respect to the Loans Assets and the Underlying Collateral to be performed without regard to (w) any relationship that the Company, the Manager, or any Servicer or Subservicer, or any of their respective Affiliates may have to any Borrower, Obligor or other obligor, or any of their respective Affiliates, including any other banking or lending relationship, (x) the Company’s, the Manager’s, or any Servicer’s or Subservicer’s, obligation to make disbursements and advances with respect to the Loans Assets and Underlying Collateral, (y) any relationship that the Servicer or any Subservicer may have to each other or to the Company, the Manager or any of their respective Affiliates, or any relationship that any of their respective Affiliates may have to the Company, the Manager or any of their respective Affiliates (other than the contractual relationship evidenced by this Agreement or the Servicing Agreement or any Subservicing Agreement), andand (z) the Manager’s, or any Servicer’s or Subservicer’s, right to receive compensation (including the Management Fee and any Interim Management Fee) for its services under this Agreement, the Servicing Agreement or any Subservicing Agreement. Without limiting the generality of the foregoing, the Manager’s Servicing Obligations hereunder shall include the following:

Servicing Standard. The Manager 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 the its Servicing Obligations: Obligations (i) in the best interests and for the benefit of the Initial Member 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 and the other Ancillary Documents(including this Article II), (iv) in accordance with all applicable Law, and (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 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 Company Servicer shall comply with the applicable Xxxxxx Xxx Guidelines, if any, with respect Guidelines applicable to similar loans and properties or collateral in similar situationssituations (the requirements in clauses (i) through (v) collectively, the “Servicing Standard”). The Manager In addition, the Servicer shall cause perform its Servicing Obligations with respect to the Loans and the Underlying Collateral to be performed without regard to (wi) any relationship that the CompanyServicer, the Manager, Company or any Servicer or Subservicer, Subservicer or any of their respective Affiliates may have to any Borrower, Obligor Guarantor or other obligor, obligor or any of their respective Affiliates, including any other banking or lending relationship, (xii) the Company’s, the ManagerServicer’s, or any Servicer’s or Subservicer’s, obligation to make disbursements and advances with respect to the Loans and Underlying Collateral, (yiii) any relationship that the Servicer any Subservicer or any Subservicer of its Affiliates may have to each other or to the Company, the Manager Servicer 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 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), and.

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 3, as the same may be amended from time to time by the Manager and the Servicer (the “Servicing Obligations”). The Servicer shall perform the its Servicing Obligations: Obligations (i) in the best interests and for the benefit of the Initial Member 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 and the other Ancillary Documents(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 Transaction Documents, and (vvi) 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 Company Servicer shall comply with the applicable Xxxxxx Xxx Guidelines, if any, with respect to similar loans and or properties in similar situationssituations (the requirements in clauses (i) through (vii) collectively, the “Servicing Standard”). The Manager In addition, the Servicer shall cause perform its Servicing Obligations with respect to the Loans and the Underlying Collateral to be performed without regard to (wa) any relationship that the Servicer, the Company, the Manager, Manager or any Servicer or Subservicer, Subservicer or any of their respective Affiliates may have to any Borrower, Borrower or Obligor or other obligor, or any of their respective Affiliates, including any other banking or lending relationshiprelationship and any other relationship described in Section 5.1(h), (xb) the Company’s, the Manager’s, or any the Servicer’s or any Subservicer’s, ’s obligation to make disbursements and advances with respect to the Loans and Underlying the Collateral, (yc) 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), and.

Servicing Standard. The Manager shall perform the Servicing Obligations: (i) in the best interests and for the benefit of the Initial Member 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 and the other Ancillary Transaction Documents, (iv) in accordance with all applicable Law, and (v) 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 Company shall comply with the applicable Xxxxxx Xxx Guidelines, if any, with respect to similar loans and properties in similar situations. The Manager shall cause its Servicing Obligations with respect to the Loans and the Underlying Collateral to be performed without regard to (w) any relationship that the Company, the Manager, or any Servicer or Subservicer, or any of their respective Affiliates may have to any Borrower, Obligor or other obligor, or any of their respective Affiliates, including any other banking or lending relationship, (x) the Company’s, the Manager’s, or any Servicer’s or Subservicer’s, obligation to make disbursements and advances with respect to the Loans and Underlying Collateral, (y) any relationship that the Servicer or any Subservicer may have to each other or to the Company, the Manager or any of their respective Affiliates, or any relationship that any of their respective Affiliates may have to the Company, the Manager or any of their respective Affiliates (other than the contractual relationship evidenced by this Agreement or the Servicing Agreement or any Subservicing Agreement), andand (z) the Manager’s, or any Servicer’s or Subservicer’s, right to receive compensation (including the Management Fee and any Interim Management Fee) for its services under this Agreement, the Servicing Agreement or any Subservicing Agreement. Without limiting the generality of the foregoing, the Manager’s Servicing Obligations hereunder shall include the following:

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 the its Servicing Obligations: Obligations (i) in the best interests and for the benefit of the Initial Member 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 and the other Ancillary Documents(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 (vvi) 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 Company Servicer shall comply with the applicable Xxxxxx Xxx Guidelines, if any, with respect to similar loans and or properties in similar situationssituations (the requirements in clauses (i) through (vii) collectively, the “Servicing Standard”). The Manager In addition, the Servicer shall cause perform its Servicing Obligations with respect to the Loans and the Underlying Collateral to be performed without regard to (wa) any relationship that the Servicer, the Company, the Manager, Manager or any Servicer or Subservicer, Subservicer or any of their respective Affiliates may have to any Borrower, Borrower or Obligor or other obligor, or any of their respective Affiliates, including any other banking or lending relationshiprelationship and any other relationship described in Section 5.1(h), (xb) the Company’s, the Manager’s, or any the Servicer’s or any Subservicer’s, ’s obligation to make disbursements and advances with respect to the Loans and the Underlying Collateral, (yc) 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), and.

Servicing Standard. The Manager Company shall perform be responsible for servicing the Loans and the Collateral in accordance with the provisions of this Section 5.02 (collectively, the “Servicing Standard”) and the other provisions of this Article V, including the provisions of Section 5.03 (which require that servicing be performed through a Servicer). The Company shall cause the Loans and the Collateral to be serviced, administered, managed and disposed of (collectively, the “Servicing Obligations: ”) (i) in the best interests and for the benefit of the Initial Member 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 Article III and the other Ancillary DocumentsArticle IV and this Article V), (iv) in accordance with all applicable Law, and (v) 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, the Statement on Working with Mortgage Borrowers (April 2007), issued by the federal financial institutions regulatory agencies, and the Loan Modification Program (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, with respect to each Loan and related Underlying Collateral, that in the absence of a customary and usual standard of practice, the Company shall comply with the applicable Xxxxxx Xxx Guidelines, if any, with respect Guidelines applicable to similar loans and properties or collateral in similar situations. The Manager Company shall cause its Servicing Obligations with respect to the Loans and the Underlying Collateral to be performed without regard to (wi) any relationship that the Company, the Manager, or any Servicer or Subservicer, or any of their respective Affiliates may have to any Borrower, Obligor Guarantor or other obligor, or any of their respective Affiliates, including any other banking or lending relationship, (x) the Company’s, the Manager’s, or any Servicer’s or Subservicer’s, obligation to make disbursements and advances with respect to the Loans and Underlying Collateral, (y) any relationship that the Servicer or any Subservicer may have to each other or to the Company, the Manager or any of their respective Affiliates, or any relationship that any of their respective Affiliates may have to the Company, the Manager or any of their respective Affiliates (other than the contractual relationship evidenced by this Agreement or the Servicing Agreement or any Subservicing Agreement), and,

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 Manager and the Servicer (the “Servicing Obligations”). The Servicer shall perform the its Servicing Obligations: Obligations (i) in the best interests and for the benefit of the Initial Member and 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 and the other Ancillary Documents(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 (vvii) 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 Company Servicer shall comply with the applicable Xxxxxx Xxx Guidelines, if any, with respect to similar loans and or properties in similar situationssituations (the requirements in clauses (i) through (vii) collectively, the “Servicing Standard”). The Manager In addition, the Servicer shall cause perform its Servicing Obligations with respect to the Loans and the Underlying Collateral to be performed without regard to (wa) any relationship that the Servicer, the Company, the Manager, Manager or any Servicer or Subservicer, Subservicer or any of their respective Affiliates may have to any Borrower, Borrower or Obligor or other obligor, or any of their respective Affiliates, including any other banking or lending relationshiprelationship and any other relationship described in Section 5.1(h), (xb) the Company’s, the Manager’s, or any the Servicer’s or any Subservicer’s, ’s obligation to make disbursements and advances with respect to the Mortgage Loans and the Underlying Collateral, (yc) 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), and.

Servicing Standard. The Manager shall perform the Servicing Obligations: (i) in the best interests and for the benefit of the Initial Member 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 and the other Ancillary Documents, (iv) in accordance with all applicable Law, and (v) 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 Company shall comply with the applicable Xxxxxx Xxx Guidelines, if any, with respect to similar loans and properties in similar situations. The Manager shall cause its Servicing Obligations with respect to the Loans and the Underlying Collateral to be performed without regard to (w) any relationship that the Company, the Manager, or any Servicer or Subservicer, or any of their respective Affiliates may have to any Borrower, Obligor or other obligor, or any of their respective Affiliates, including any other banking or lending relationship, (x) the Company’s, the Manager’s, or any Servicer’s or Subservicer’s, obligation to make disbursements and advances with respect to the Loans and Underlying Collateral, (y) any relationship that the Servicer or any Subservicer may have to each other or to the Company, the Manager or any of their respective Affiliates, or any relationship that any of their respective Affiliates may have to the Company, the Manager or any of their respective Affiliates (other than the contractual relationship evidenced by this Agreement or the Servicing Agreement or any Subservicing Agreement), andand‌

Servicing Standard. The Manager Company shall perform be responsible for servicing the Loans and the Collateral in accordance with this Section 5.02 (collectively, the “Servicing Standard”) and the other provisions of this Article V, including the provisions of Section 5.03 (which require that servicing be performed through one or more Servicers). The Company shall cause the Loans and the Collateral to be serviced, administered, managed and disposed of (collectively, the “Servicing Obligations: ”) (i) in the best interests and for the benefit of the Initial Member 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 Article III and the other Ancillary DocumentsArticle IV and this Article V), (iv) in accordance with all applicable Law, and (v) in compliance with 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, with respect to each Loan and related Underlying Collateral, that in the absence of a customary and usual standard of practice, the Company shall comply with the applicable Xxxxxx Xxx Guidelines, if any, with respect Guidelines applicable to similar loans and properties in similar situations. The Manager Company shall cause its Servicing Obligations with respect to the Loans and the Underlying Collateral to be performed without regard to (w) any relationship that the Company, the Manager, or any Servicer or Subservicer, or any of their respective Affiliates may have to any Borrower, Obligor Guarantor or other obligor, or any of their respective Affiliates, including any other banking or lending relationship, (x) the Company’s, the Manager’s, or any Servicer’s or Subservicer’s, obligation to make disbursements and advances with respect to the Loans and Underlying Collateral, (y) 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 the Servicing Agreement or any Subservicing Agreement), andand (z) the Company’s, or any Servicer’s or Subservicer’s, right to receive compensation (including the Management Fee or any portion of the Company’s Share) for its services under this Agreement, the Servicing Agreement or any Subservicing Agreement. Without limiting the generality of the foregoing, the Company’s Servicing Obligations hereunder shall include the following:

Servicing Standard. The Manager Company shall perform be responsible for servicing the Loans and the Collateral in accordance with this Section 5.02 (collectively, the “Servicing Standard”) and the other provisions of this Article V, including the provisions of Section 5.03 (which require that servicing be performed through one or more Servicers). The Company shall cause the Loans and the Collateral to be serviced, administered, managed and disposed of (collectively, the “Servicing Obligations: ”) (i) in the best interests and for the benefit of the Initial Member 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 and the other Ancillary Documentsand this ), (iv) in accordance with all applicable Law, and (v) in compliance with 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, with respect to each Loan and related Underlying Collateral, that in the absence of a customary and usual standard of practice, the Company shall comply with the applicable Xxxxxx Xxx Guidelines, if any, with respect Guidelines applicable to similar loans and properties in similar situations. The Manager Company shall cause its Servicing Obligations with respect to the Loans and the Underlying Collateral to be performed without regard to (w) any relationship that the Company, the Manager, or any Servicer or Subservicer, or any of their respective Affiliates may have to any Borrower, Obligor Guarantor or other obligor, or any of their respective Affiliates, including any other banking or lending relationship, (x) the Company’s, the Manager’s, or any Servicer’s or Subservicer’s, obligation to make disbursements and advances with respect to the Loans and Underlying Collateral, (y) 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 the Servicing Agreement or any Subservicing Agreement), andand (z) the Company’s, or any Servicer’s or Subservicer’s, right to receive compensation (including the Management Fee or any portion of the Company’s Share) for its services under this Agreement, the Servicing Agreement or any Subservicing Agreement. Without limiting the generality of the foregoing, the Company’s Servicing Obligations hereunder shall include the following:

Servicing Standard. The Manager shall perform (or cause the performance of) the Servicing Obligations: (i) in the best interests and for the benefit of the Initial Member Members and the Company, (ii) in accordance with the terms of the Loans Assets (and related Loan Asset Documents), (iii) in accordance with the terms of this Agreement and the other Ancillary Transaction Documents, (iv) in accordance with all applicable Law, and (v) 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, provided however, that, with respect to each Loan Asset and related Underlying Collateral, in the absence of a customary and usual standard of practice, the Company shall comply with the applicable Xxxxxx Xxx Guidelines, if any, with respect to similar loans and properties in similar situations. The Manager shall cause its Servicing Obligations with respect to the Loans Assets and the Underlying Collateral to be performed without regard to (w) any relationship that the Company, the Manager, or any Servicer or Subservicer, or any of their respective Affiliates may have to any Borrower, Obligor or other obligor, or any of their respective Affiliates, including any other banking or lending relationship, (x) the Company’s, the Manager’s, or any Servicer’s or Subservicer’s, obligation to make disbursements and advances with respect to the Loans Assets and Underlying Collateral, (y) any relationship that the Servicer or any Subservicer may have to each other or to the Company, the Manager or any of their respective Affiliates, or any relationship that any of their respective Affiliates may have to the Company, the Manager or any of their respective Affiliates (other than the contractual relationship evidenced by this Agreement or the Servicing Agreement or any Subservicing Agreement), andand (z) the Manager’s, or any Servicer’s or Subservicer’s, right to receive compensation (including the Management Fee and any Interim Management Fee) for its services under this Agreement, the Servicing Agreement or any Subservicing Agreement. Without limiting the generality of the foregoing, the Manager’s Servicing Obligations hereunder shall include the following:

Servicing Standard. The Manager 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 the its Servicing Obligations: Obligations (i) in the best interests and for the benefit of the Initial Member 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 and the other Ancillary Documents(including this Article II), (iv) in accordance with all applicable Law, and (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, supplemented or modified from time to 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, with respect to each Loan and related Underlying Collateral, that in the absence of a customary and usual standard of practice, the Company Servicer shall comply with the applicable Xxxxxx Xxx Guidelines, if any, with respect Guidelines applicable to similar loans and or properties in similar situationssituations (the requirements in clauses (i) through (vi) collectively, the “Servicing Standard”). The Manager In addition, the Servicer shall cause perform its Servicing Obligations with respect to the Loans and the Underlying Collateral to be performed without regard to (wa) any relationship that the CompanyServicer, the Manager, Company or any Servicer or Subservicer, Subservicer or any of their respective Affiliates may have to any Borrower, Obligor Guarantor or other obligor, obligor or any of their respective Affiliates, including any other banking or lending relationship, (xb) the Company’s, the ManagerServicer’s, or any Servicer’s or Subservicer’s, obligation to make disbursements and advances with respect to the Loans and Underlying the Collateral, (yc) 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), and.

Servicing Standard. The Manager shall perform the Servicing Obligations: (i) in the best interests and for the benefit of the Initial Member and 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 and the other Ancillary Documents, (iv) in accordance with all applicable Law, and (v) 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 Company shall comply with the applicable Xxxxxx Xxx Guidelines, if any, with respect to similar loans and properties in similar situations. The Manager shall cause its Servicing Obligations with respect to the Mortgage Loans and the Underlying Collateral to be performed without regard to (w) any relationship that the Company, the Manager, or any Servicer or Subservicer, or any of their respective Affiliates may have to any Borrower, Obligor or other obligor, or any of their respective Affiliates, including any other banking or lending relationship, (x) the Company’s, the Manager’s, or any Servicer’s or Subservicer’s, obligation to make disbursements and advances with respect to the Mortgage Loans and Underlying Collateral, (y) any relationship that the Servicer or any Subservicer may have to each other or to the Company, the Manager or any of their respective Affiliates, or any relationship that any of their respective Affiliates may have to the Company, the Manager or any of their respective Affiliates (other than the contractual relationship evidenced by this Agreement or the Servicing Agreement or any Subservicing Agreement), andand (z) the Manager’s, or any Servicer’s or Subservicer’s, right to receive compensation (including the Management Fee and any Interim Management Fee) for its services under this Agreement, the Servicing Agreement or any Subservicing Agreement. Without limiting the generality of the foregoing, the Manager’s Servicing Obligations hereunder shall include the following: