Servicing and Subservicing Agreement Requirements. Except as is otherwise agreed in writing by Initial Member, each Servicing Agreement (and any Subservicing Agreement with any Subservicer) shall, among other things,
(i) provide for the servicing of the Loans and management of the Underlying Collateral by the Servicer (or Subservicer) in accordance with the Servicing Standard and the other terms of this Agreement;
(ii) be terminable upon no more than thirty (30) days prior notice if an Event of Default or any default under the Servicing Agreement (or Subservicing Agreement) has occurred;
(iii) provide that the Manager (in its individual capacity) and the Initial Member (and, in the case of any Subservicing Agreement, the Servicer) shall be entitled to exercise termination rights under the relevant Servicing Agreement or Subservicing Agreement (it being understood that the Initial Member shall only exercise such termination rights as contemplated or permitted in this Agreement);
(iv) provide that the Servicer (or any Subservicer) and the Manager (in its individual capacity) acknowledge that the Servicing Agreement (or Subservicing Agreement) constitutes a personal services agreement between the Manager (in its individual capacity) and the Servicer (or between the Servicer and the Subservicer, as applicable);
(v) provide that (A) each of the Company, the Purchase Money Notes Guarantor, and the FDIC are third party beneficiaries thereunder to the extent of any rights expressly granted to such Person under the Servicing Agreement or Subservicing Agreement and is entitled to enforce the Servicing Agreement or Subservicing Agreement, as applicable, with respect to such rights, (B) the Initial Member and, in the case of any Subservicing Agreement, the Manager (in its individual capacity) is a third party beneficiary thereunder; and further provide that in no event shall any amendment or waiver to any such Servicing Agreement or Subservicing Agreement limit or affect any rights of any such third party beneficiary thereunder without the express written consent of such third party beneficiary;
(vi) provide that (A) upon the removal of the Private Owner as the Manager or the occurrence of an Event of Default, the Initial Member (and any successor Manager) may exercise all of the rights of the Manager thereunder and cause the termination or assignment of the same to any other Person, without penalty or payment of any fee, and (B) upon the occurrence of any default under the Servicing Agreement, the Initial Member (and...
