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 Manager Company shall perform be responsible for servicing the Loans, the Collateral and the Acquired 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 the Servicer). The Company shall cause the Loans, the Collateral and the Acquired 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 Documents, Article IV and this Article V); (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 Company shall cause its Servicing Obligations with respect to the Loans Loans, the Collateral and the Underlying Acquired Collateral to be performed without regard to (w) any relationship that the Company, or the Manager, Servicer 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 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), and (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: (a) discharging in a timely manner each and every obligation which the Loan Documents provide is to be performed by the lender thereunder, on its own behalf and on behalf of the Company and the Initial Member and in the case of REO Property, which the Loan Documents that were applicable to the Collateral before it became REO Property provided were to be performed by the borrower thereunder in respect of such Collateral (not including payment of debt service under the applicable Loan Documents), together with such additional obligations as are required of the Company under this Agreement or the Servicing Agreement in respect of such REO Property; (b) incurring costs (including Servicing Expenses and Pre-Approved Changes) in accordance with the provisions of the Loan Documents, and in the case of REO Property, in accordance with the Loan Documents that were applicable to the REO Property before it became and REO Property (not including payment of debt service under the applicable Loan Documents) and otherwise in accordance with the Reimbursement, Security and Guaranty Agreement; (c) causing insurance to be maintained for the Collateral (including any Acquired Property) with respect to each Loan with respect to which an Ownership Entity or the Borrower has failed to maintain required insurance with extended coverage as is customary in the area in which the Collateral is located and in such amounts and with such deductibles as the Manager may, in the exercise of its reasonable discretion, determine are prudent and as required under this Agreement and the Reimbursement, Security and Guaranty Agreement; (d) ensuring compliance with the terms and conditions of each insurer under any hazard policy and preparing and presenting claims under any policy in a timely fashion in accordance with the terms of the policy; (e) supervising and coordinating the construction, ownership, management, leasing and preservation of the Acquired Property as well as all other matters involved in the administration, preservation and ultimate disposition of the Acquired Property as would be taken by a prudent asset manager managing properties similar to the Acquired Property and as required of the Company under this Agreement, and the Reimbursement, Security and Guaranty Agreement; (f) administering the making of advances to Borrowers under Loans pursuant to and in accordance with the provisions herein and in the Custodial and Paying Agency Agreement governing the making of Funding Draws; (g) to the extent consistent with the foregoing, seeking to maximize the timely and complete recovery of principal and interest on the Loans and otherwise to maximize the value of the Loans and the Collateral; (h) except as otherwise set forth in this Agreement, making decisions under, and enforcing and performing in accordance with, the Loan Documents all loan administration, inspections, review of financial data and other matters involved in the servicing, administration and management of the Loans and the Collateral; (i) ensuring that all filings required to maintain perfection in any Collateral remain up to date and in force, including Uniform Commercial Code financing statements; and (j) ensuring that each Borrower (or in the case of REO Property, the applicable Ownership Entity) is diligently performing all applicable construction work using all commercially reasonable efforts in accordance with the requirements of the applicable Loan Documents (in the case of REO Property) and herein; and (k) providing the Servicers and any Subservicers with copies of such Transaction Documents (or portions thereof) as are necessary for the Servicers or any Subservicers to be familiar with in order to perform their respective obligations provided for in this Agreement, the Servicing Agreements or the Subservicing Agreements, as applicable.

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), and (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: (a) discharging in a timely manner each and every obligation which the Asset Documents provide is to be performed by the lender thereunder, on its own behalf and on behalf of the Company and the Initial Member and in the case of Acquired REO Property, which the Asset Documents that were applicable to the Collateral before it became Acquired REO Property provided were to be performed by the borrower thereunder in respect of such Collateral (not including payment of debt service under the applicable Asset Documents), together with such additional obligations as are required of the Company under this Agreement, the Advance Facility or the Servicing Agreement in respect of such Acquired REO Property; (b) incurring costs (including Servicing Expenses (or Interim Servicing Expenses) and Pre-Approved Charges) in accordance with the provisions of the Asset Documents, and in the case of Acquired REO Property, in accordance with the Asset Documents that were applicable to the Acquired REO Property before it became and Acquired REO Property (not including payment of debt service under the applicable Asset Documents) and otherwise in accordance with the terms and conditions of the Advance Facility Documents and the Reimbursement, Security and Guaranty Agreement; (c) causing insurance to be maintained on the Collateral (including any Acquired Property) with respect to each Asset with respect to which an Ownership Entity or the Borrower has failed to maintain required insurance with extended coverage as is customary in the area in which the Collateral is located and in such amounts and with such deductibles as the Manager may, in the exercise of its reasonable discretion, determine are prudent and as required under this Agreement, the Advance Facility Documents and the Reimbursement, Security and Guaranty Agreement; (d) ensuring compliance with the terms and conditions of each insurer under any hazard policy and preparing and presenting claims under any policy in a timely fashion in accordance with the terms of the policy; (e) supervising and coordinating the construction, ownership, management, leasing and preservation of the Acquired Property as well as all other matters involved in the administration, preservation and ultimate disposition of the Acquired Property as would be taken by a prudent asset manager managing properties similar to the Acquired Property and as required of the Company under this Agreement, the Advance Facility Documents, and/or the Reimbursement, Security and Guaranty Agreement; (f) administering the making of advances to Borrowers under Loans pursuant to and in accordance with the provisions herein and in the Custodial and Paying Agency Agreement governing the making of Permitted Vertical Development Funding Draws and Required Funding Draws; (g) to the extent consistent with the foregoing, seeking to maximize the timely and complete recovery of principal and interest on the Assets and otherwise to maximize the value of the Assets and the Collateral; (h) except as otherwise set forth in this Agreement, making decisions under, and enforcing and performing in accordance with, the Asset Documents all loan administration, inspections, review of financial data and other matters involved in the servicing, administration and management of the Assets and the Collateral; (i) ensuring that all filings required to maintain perfection in any Collateral remain up to date and in force, including Uniform Commercial Code financing statements; (j) ensuring that each Borrower (or in the case of Acquired REO Property, the applicable Ownership Entity) is diligently performing all applicable construction work (including all applicable Permitted Horizontal Development and Substantially Complete Vertical Development) using all commercially reasonable efforts in accordance with the requirements of the applicable Asset Documents, of the Advance Facility Documents and of this Agreement; and (k) providing the Servicers and any Subservicers with copies of such Transaction Documents (or portions thereof) as are necessary for the Servicers or any Subservicers to be familiar with in order to perform their respective obligations provided for in this Agreement, the Servicing Agreements or the Subservicing Agreements, as applicable.

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 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), and (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: (a) discharging in a timely manner each and every obligation (i) which the Asset Documents provide is to be performed by the lender thereunder, on its own behalf and on behalf of the Company and the Initial Member and (ii) in the case of Acquired REO Property, which the Asset Documents that were applicable to the Collateral before it became Acquired REO Property provided were to be performed by the Borrower thereunder in respect of such Collateral (not including payment of debt service under the applicable Asset Documents), in the case of each of (i) and (ii), together with such additional obligations as are required of the Company under this Agreement in respect of such Acquired REO Property; (b) incurring costs (including Servicing Expenses (or Interim Servicing Expenses) and Pre-Approved Charges) in accordance with (i) the provisions of the Asset Documents, or (ii) in the case of Acquired REO Property, the Asset Documents that were applicable to the Acquired REO Property before it became an Acquired REO Property (not including payment of debt service under the applicable Asset Documents); (c) causing to be maintained with respect to the Assets (including any Collateral for which the Borrower has failed to maintain required insurance and any Acquired Property), insurance as required under the Insurance Schedule; (d) diligently monitoring and seeking compliance with the terms and conditions of each insurer under any hazard policy and preparing and presenting claims under any policy in a timely fashion in accordance with the terms of the policy; (e) supervising and coordinating the construction, ownership, management, leasing and preservation of the Acquired Property as well as all other matters involved in the administration, preservation and ultimate disposition of the Acquired Property as would be taken by a prudent asset manager managing properties similar to the Acquired Property and as required of the Company under this Agreement; (f) administering the making of advances to Borrowers under Loans pursuant to and in accordance with the provisions herein and in the Custodial and Paying Agency Agreement governing the making of Funding Draws; (g) to the extent consistent with the foregoing, seeking to maximize the timely and complete recovery of principal and interest on the Assets and otherwise to maximize the value of the Assets and the Collateral; (h) except as otherwise set forth in this Agreement, making decisions under, and enforcing and performing in accordance with, the Asset Documents all loan administration, inspections, review of financial data and other matters involved in the Servicing; (i) ensuring that all filings required to maintain perfection in any Collateral remain up to date and in force, including Uniform Commercial Code financing statements; (j) ensuring that each Borrower (or in the case of Acquired REO Property, the applicable Ownership Entity) is diligently performing all applicable construction or development work (including all applicable Permitted Development, and all construction or development funded through Servicing Expenses in accordance with clause (B) of the proviso appearing as the last paragraph of the definition of “Servicing Expenses”) using all commercially reasonable efforts in accordance with the requirements of the applicable Asset Documents and of this Agreement; (k) providing the Servicer and any Sub-Servicers with copies of such Transaction Documents (or portions thereof) as are necessary for the Servicer or any Sub- Servicers to be familiar with in order to perform their respective obligations provided for in this Agreement, the Servicing Agreements or the Sub-Servicing Agreements, as applicable; (l) complying, and causing the Servicer and each Sub-Servicer to comply, with all applicable Laws regarding the privacy or security of Customer Information, including by maintaining and complying with policies and procedures for protection of Customer Information in a way that is designed to ensure such compliance with applicable Laws (including by obtaining information technology audits and maintaining monitoring software on internal accounting systems and the systems of applicable Servicer, Sub-Servicers and other third-party vendors generating, maintaining or otherwise having access to any Customer Information); and (m) filing, or causing to be filed, on behalf of the Company all relevant tax forms in connection with the Servicing of the Assets, including any required filing of IRS Form 1099-A (in connection with any applicable acquisition or abandonment of Collateral) and IRS Form 1099-C (in connection with any applicable cancellation of debt).

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 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), and (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: (a) discharging in a timely manner each and every obligation which the Loan Documents provide is to be performed by the lender thereunder, on its own behalf and on behalf of Participant; (b) incurring costs (including Servicing Expenses) in accordance with the provisions of the Loan Documents; (c) causing to be maintained for the Collateral (including any Acquired Collateral) with respect to each Loan with respect to which the Borrower has failed to maintain required insurance, fire, hurricane, flood and hazard insurance with extended coverage as is customary in the area in which the Collateral is located and in such amounts and with such deductibles as the Company may, in the exercise of its reasonable discretion, determine are prudent; (d) ensuring compliance with the terms and conditions of each insurer under any hazard policy and preparing and presenting claims under any policy in a timely fashion in accordance with the terms of the policy; (e) supervising and coordinating the construction, ownership, management, leasing and preservation of the Collateral as well as all other matters involved in the administration, preservation and ultimate disposition of the Collateral; (f) to the extent consistent with the foregoing, seeking to maximize the timely and complete recovery of principal and interest on the Loans and otherwise to maximize the value of the Loans and the Collateral; (g) except as otherwise set forth in this Agreement, making decisions under, and enforcing and performing in accordance with, the Loan Documents all loan administration, inspections, review of financial data and other matters involved in the servicing, administration and management of the Loans and the Collateral; (h) ensuring that all filings required to maintain perfection in any Collateral remain up to date and in force, including Uniform Commercial Code financing statements; and (i) making all Authorized Funding Draws pursuant to the Loan Documents and this Agreement.

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), and (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: (a) discharging in a timely manner each and every obligation which the Mortgage Loan Documents provide is to be performed by the lender thereunder, on its own behalf and on behalf of the Company and the Initial Member and in the case of REO Property, which the Mortgage Loan Documents that were applicable to the Underlying Collateral before it became REO Property provided were to be performed by the borrower thereunder in respect of such Underlying Collateral (not including payment of debt service under the applicable Mortgage Loan Documents), together with such additional obligations as are required of the Company under this Agreement or the Servicing Agreement in respect of such REO Property; (b) incurring costs (including Servicing Expenses and Pre-Approved Changes) in accordance with the provisions of the Mortgage Loan Documents, and in the case of REO Property, in accordance with the Mortgage Loan Documents that were applicable to the REO Property before it became and REO Property (not including payment of debt service under the applicable Mortgage Loan Documents) and otherwise in accordance with the Reimbursement and Security Agreement; (c) causing to be maintained for the Underlying Collateral (including any Acquired Property) with respect to each Mortgage Loan with respect to which an Ownership Entity or the Borrower has failed to maintain required insurance with extended coverage as is customary in the area in which the Underlying Collateral is located and in such amounts and with such deductibles as the Manager may, in the exercise of its reasonable discretion, determine are prudent and as required under this Agreement and the Reimbursement and Security Agreement; (d) ensuring compliance with the terms and conditions of each insurer under any hazard policy and preparing and presenting claims under any policy in a timely fashion in accordance with the terms of the policy; (e) supervising and coordinating the construction, ownership, management, leasing and preservation of the Acquired Property as well as all other matters involved in the administration, preservation and ultimate disposition of the Acquired Property as would be taken by a prudent asset manager managing properties similar to the Acquired Property and as required of the Company under this Agreement, and the Reimbursement and Security Agreement; (f) administering the making of advances to Borrowers under the Mortgage Loans pursuant to and in accordance with the provisions herein and in the Custodial and Paying Agency Agreement governing the making of Funding Draws; (g) to the extent consistent with the foregoing, seeking to maximize the timely and complete recovery of principal and interest on the Mortgage Loans and otherwise to maximize the value of the Mortgage Loans and the Underlying Collateral; (h) except as otherwise set forth in this Agreement, making decisions under, and enforcing and performing in accordance with, the Mortgage Loan Documents all loan administration, inspections, review of financial data and other matters involved in the servicing, administration and management of the Mortgage Loans and the Underlying Collateral; (i) ensuring that all filings required to maintain perfection in any Underlying Collateral remain up to date and in force, including Uniform Commercial Code financing statements; (j) ensuring that each Borrower (or in the case of REO Property, the applicable Ownership Entity) is diligently performing all applicable construction work using all commercially reasonable efforts in accordance with the requirements of the applicable Mortgage Loan Documents (in the case of REO Property) and herein; and (k) providing the Servicers and Subservicers with copies of such Ancillary Documents (or portions thereof) as are necessary for the Servicers or Subservicers to be familiar with in order to perform their respective obligations provided for in this Agreement, the Servicing Agreements or the Subservicing Agreements, as applicable.

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), and (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: (a) discharging in a timely manner each and every obligation which the Asset Documents provide is to be performed by the lender thereunder, on its own behalf and on behalf of the Company and the Initial Member and in the case of Acquired REO Property, which the Asset Documents that were applicable to the Collateral before it became Acquired REO Property provided were to be performed by the borrower thereunder in respect of such Collateral (not including payment of debt service under the applicable Asset Documents), together with such additional obligations as are required of the Company under this Agreement, the Advance Facility or the Servicing Agreement in respect of such Acquired REO Property; (b) incurring costs (including Servicing Expenses (or Interim Servicing Expenses) and Pre-Approved Charges) in accordance with the provisions of the Asset Documents, and in the case of Acquired REO Property, in accordance with the Asset Documents that were applicable to the Acquired REO Property before it became and Acquired REO Property (not including payment of debt service under the applicable Asset Documents) and otherwise in accordance with the terms and conditions of the Advance Facility Documents and the Reimbursement, Security and Guaranty Agreement; (c) causing insurance to be maintained on the Collateral (including any Acquired Property) with respect to each Asset with respect to which an Ownership Entity or the Borrower has failed to maintain required insurance with extended coverage as is customary in the area in which the Collateral is located and in such amounts and with such deductibles as the Manager may, in the exercise of its reasonable discretion, determine are prudent and as required under this Agreement, the Advance Facility Documents and the Reimbursement, Security and Guaranty Agreement; (d) diligently seeking compliance by each insurer under any hazard policy and preparing and presenting claims under any policy in a timely fashion in accordance with the terms of the policy; (e) supervising and coordinating the construction, ownership, management, leasing and preservation of the Acquired Property as well as all other matters involved in the administration, preservation and ultimate disposition of the Acquired Property as would be taken by a prudent asset manager managing properties similar to the Acquired Property and as required of the Company under this Agreement, the Advance Facility Documents, and/or the Reimbursement, Security and Guaranty Agreement; (f) administering the making of advances to Borrowers under Loans pursuant to and in accordance with the provisions herein and in the Custodial and Paying Agency Agreement governing the making of Permitted Vertical Development Funding Draws and Required Funding Draws; (g) to the extent consistent with the foregoing, seeking to maximize the timely and complete recovery of principal and interest on the Assets and otherwise to maximize the value of the Assets and the Collateral; (h) except as otherwise set forth in this Agreement, making decisions under, and enforcing and performing in accordance with, the Asset Documents all loan administration, inspections, review of financial data and other matters involved in the servicing, administration and management of the Assets and the Collateral; (i) ensuring that all filings required to maintain perfection in any Collateral remain up to date and in force, including Uniform Commercial Code financing statements; (j) ensuring that each Borrower (or in the case of Acquired REO Property, the applicable Ownership Entity) is diligently performing all applicable construction work (including all applicable Permitted Horizontal Development and Substantially Complete Vertical Development) using all commercially reasonable efforts in accordance with the requirements of the applicable Asset Documents, of the Advance Facility Documents and of this Agreement; and (k) providing the Servicers and any Subservicers with copies of such Transaction Documents (or portions thereof) as are necessary for the Servicers or any Subservicers to be familiar with in order to perform their respective obligations provided for in this Agreement, the Servicing Agreements or the Subservicing Agreements, as applicable.