Common use of Servicing Standard Clause in Contracts

Servicing Standard. The Servicer shall take such actions and perform such duties in connection with the servicing, administration, management and disposition of the Loans and Underlying Collateral as are set forth on Schedule 3, as the same may be amended from time to time by the Manager and the Servicer (the “Servicing Obligations”). The Servicer shall perform its Servicing Obligations (i) in the best interests and for the benefit of the Company, (ii) in accordance with the terms of the Loans (and related Loan Documents), (iii) in accordance with the terms of this Agreement (including this Article II), (iv) in accordance with all applicable Law, (v) subject to Section 5.7, in accordance with the requirements of the LLC Operating Agreement, the Custodial and Paying Agency Agreement and the other Ancillary Documents, and (vi) to the extent consistent with the foregoing terms, in the same manner in which a prudent servicer would service and administer similar loans and in which a prudent servicer would manage and administer similar properties for its own portfolio or for other Persons, whichever standard is higher, but using no less care and diligence than would be customarily employed by a prudent servicer following customary and usual standards of practice of prudent mortgage lenders, loan servicers and asset managers servicing, managing and administering similar loans and properties on an arms’ length basis, provided that, with respect to each Loan and related Underlying Collateral, in the absence of a customary and usual standard of practice, the Servicer shall comply with the applicable Xxxxxx Mae Guidelines, if any, with respect to similar loans or properties in similar situations (the requirements in clauses (i) through (vii) collectively, the “Servicing Standard”). In addition, the Servicer shall perform its Servicing Obligations without regard to (a) any relationship that the Servicer, the Company, the Manager or any Subservicer or any of their respective Affiliates may have to any Borrower or Obligor or any of their respective Affiliates, including any other banking or lending relationship and any other relationship described in Section 5.1(h), (b) the Company’s, the Manager’s, the Servicer’s or any Subservicer’s obligation to make disbursements and advances with respect to the Loans and the Underlying Collateral, (c) any relationship that the Servicer or any Subservicer may have to each other or to the Company, the Manager or any of their respective Affiliates, or any relationship that any of their respective Affiliates may have to the Company, the Manager or any of their respective Affiliates (other than the contractual relationship evidenced by this Agreement or any Subservicing Agreement), and (d) the Servicer’s or any Subservicer’s right to receive compensation (including the Servicing Fee) for its services under this Agreement or any Subservicing Agreement.

Servicing Standard. The Servicer shall take such actions and perform such duties in connection with the servicing, administration, management and disposition of the Loans and Underlying Collateral as are set forth on Schedule 3, as the same may be amended from time to time by the Manager and the Servicer (the “Servicing Obligations”). The Servicer shall perform its Servicing Obligations (i) in the best interests and for the benefit of the Company, (ii) in accordance with the terms of the Loans (and related Loan Documents), (iii) in accordance with the terms of this Agreement (including this Article II), (iv) in accordance with all applicable Law, (v) subject to Section 5.7, in accordance with the requirements of the LLC Operating Agreement, the Custodial and Paying Agency Agreement and the other Ancillary Documents, and (vi) to the extent consistent with the foregoing terms, in the same manner in which a prudent servicer would service and administer similar loans and in which a prudent servicer would manage and administer similar properties for its own portfolio or for other Persons, whichever standard is higher, but using no less care and diligence than would be customarily employed by a prudent servicer following customary and usual standards of practice of prudent mortgage lenders, loan servicers and asset managers servicing, managing and administering similar loans and properties on an arms’ length basis, provided that, with respect to each Loan and related Underlying Collateral, in the absence of a customary and usual standard of practice, the Servicer shall comply with the applicable Xxxxxx Mae Xxx Guidelines, if any, with respect to similar loans or properties in similar situations (the requirements in clauses (i) through (vii) collectively, the “Servicing Standard”). In addition, the Servicer shall perform its Servicing Obligations without regard to (a) any relationship that the Servicer, the Company, the Manager or any Subservicer or any of their respective Affiliates may have to any Borrower or Obligor or any of their respective Affiliates, including any other banking or lending relationship and any other relationship described in Section 5.1(h), (b) the Company’s, the Manager’s, the Servicer’s or any Subservicer’s obligation to make disbursements and advances with respect to the Loans and the Underlying Collateral, (c) any relationship that the Servicer or any Subservicer may have to each other or to the Company, the Manager or any of their respective Affiliates, or any relationship that any of their respective Affiliates may have to the Company, the Manager or any of their respective Affiliates (other than the contractual relationship evidenced by this Agreement or any Subservicing Agreement), and (d) the Servicer’s or any Subservicer’s right to receive compensation (including the Servicing Fee) for its services under this Agreement or any Subservicing Agreement.

Servicing Standard. The Servicer shall take such actions and perform such duties in connection with the servicing, administration, management and disposition of the Loans and Underlying Collateral as are set forth on Schedule 32, as the same may be amended from time to time by the Manager Company and the Servicer without the Participant’s consent (the “Servicing Obligations”). The Servicer shall perform its Servicing Obligations (i) in the best interests and for the benefit of the Company, (ii) in accordance with the terms of the Loans (and related Loan Documents), (iii) in accordance with the terms of this Agreement (including this Article II), (iv) in accordance with all applicable Law, (v) subject with respect to Section 5.7all Loans, in accordance compliance with the requirements Statement on Loss Mitigation Strategies for Servicers of Residential Mortgages (September 2007), issued by the LLC Operating Agreementfederal financial institutions regulatory agencies and the Conference of State Bank Supervisors, and the Statement on Working with Mortgage Borrowers (April 2007), issued by the federal financial institutions regulatory agencies, as the same may be amended from time to time, and any Loan Modification Program provided to the Servicer by the Company (collectively, the Custodial and Paying Agency Agreement and the other Ancillary Documents“Guidelines”) and, and (vi) to the extent consistent with the foregoing terms, in the same manner in which a prudent servicer would service and administer similar loans and in which a prudent servicer would manage and administer similar properties for its own portfolio or for other Persons, whichever standard is higher, but using no less care and diligence than would be customarily employed by a prudent servicer following customary and usual standards of practice of prudent mortgage lenders, loan servicers and asset managers servicing, managing and administering similar loans and properties on an arms’ length basis, provided that, with respect to each Loan and related Underlying Collateral, that in the absence of a customary and usual standard of practice, the Servicer shall comply with the Xxxxxx Xxx Guidelines applicable Xxxxxx Mae Guidelines, if any, with respect to similar loans or properties collateral in similar situations (the requirements in clauses (i) through (viiv) collectively, the “Servicing Standard”). In addition, the Servicer shall perform its Servicing Obligations without regard to (ai) any relationship that the Servicer, the Company, the Manager Company or any Subservicer or any of their respective Affiliates may have to any Borrower Borrower, Guarantor or Obligor other obligor or any of their respective Affiliates, including any other banking or lending relationship and any other relationship described in Section 5.1(h)relationship, (bii) the CompanyServicer’s, the Manager’s, the Servicer’s or any Subservicer’s ’s, obligation to make disbursements and advances with respect to the Loans and the Underlying Collateral, (ciii) 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 (dv) the Servicer’s or any Subservicer’s right to receive compensation (including the Servicing Fee) for its services under this Agreement or any Subservicing Agreement.

Servicing Standard. The (a) For and on behalf of the Trustee and the Certificateholders, the Servicer shall service and administer the Mortgage Loans in accordance with prudent mortgage loan servicing standards and procedures generally accepted in the mortgage banking industry and generally in a manner consistent with Xxxxxx Xxx guidelines except as otherwise expressly provided in this Agreement. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through any Sub-Servicer as provided in Section 3.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration, including but not limited to, the power and authority, subject to the terms hereof (1) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents (including, without limitation, estoppel certificates), (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and Liquidation Proceeds, (iv) to consent to any subordinate financings to be secured by any Mortgaged Property to the extent that such consent is required pursuant to the terms of the related Mortgage, (v) to consent to the application of any proceeds of insurance policies or condemnation awards to the restoration of the applicable Mortgaged Property or otherwise, and (vi) subject to the provisions of Section 3.07 and 3.13, to effectuate foreclosure or other conversion of the ownership of the Mortgage Property securing any Mortgage Loan; provided, however, that the Servicer shall take such actions and perform such duties in connection no action that is materially inconsistent with or materially prejudices the servicing, administration, management and disposition interest of the Loans Trustee or the Certificateholders in any Mortgage Loan or the rights and Underlying Collateral as are set forth on Schedule 3interest of the Depositor, as the same may be amended from time to time Trustee and the Certificateholders under the terms of this Agreement unless such action is specifically called for by the Manager terms hereof. (b) Without limiting the generality of the foregoing, but subject to the terms hereof, the Servicer, in its own name or in the name of the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer (believes it appropriate in its best judgment, to execute and deliver, on behalf of the “Servicing Obligations”). The Servicer shall perform its Servicing Obligations (i) in Trustee, the best interests Certificateholders or any of them, any and all instruments of modification, satisfaction, cancellation or assignment, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Company, (ii) in accordance with Certificateholders. The Servicer shall promptly notify the terms Trustee of any such execution and delivery. The Trustee for the benefit of the Loans (Certificateholders shall execute any powers of attorney and related Loan Documents), (iii) in accordance with other documents necessary or appropriate to enable the terms of this Agreement (including this Article II), (iv) in accordance with all applicable Law, (v) subject Servicer to Section 5.7, in accordance with the requirements of the LLC Operating Agreement, the Custodial and Paying Agency Agreement and the other Ancillary Documents, and (vi) to the extent consistent with the foregoing terms, in the same manner in which a prudent servicer would service and administer similar loans and the Mortgage Loans. (c) Notwithstanding anything 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 this Agreement to each Loan and related Underlying Collateral, in the absence of a customary and usual standard of practicecontrary, the Servicer shall comply with not (unless the applicable Xxxxxx Mae Guidelines, if any, with respect to similar loans or properties Mortgagor is in similar situations (the requirements in clauses (i) through (vii) collectively, the “Servicing Standard”). In addition, the Servicer shall perform its Servicing Obligations without regard to (a) any relationship that the Servicer, the Company, the Manager or any Subservicer or any of their respective Affiliates may have to any Borrower or Obligor or any of their respective Affiliates, including any other banking or lending relationship and any other relationship described in Section 5.1(h), (b) the Company’s, the Manager’s, the Servicer’s or any Subservicer’s obligation to make disbursements and advances default with respect to the Loans Mortgage Loan or such default is, in the judgment of the Servicer, imminent) permit any modification with respect to any Mortgage Loan (i) that would change the Net Mortgage Rate or, reduce or increase the principal balance (except for increases resulting from the addition of Deferred Interest and reductions resulting from actual payments of principal) or (ii) that would both constitute a sale or exchange of such Mortgage Loan within the Underlying Collateralmeaning of Section 1001 of the Code (including any proposed, (ctemporary or final regulations promulgated thereunder) 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 in connection with a proposed conveyance or assumption of such Mortgage Loan that is a Principal Prepayment made (or treated as made) by the contractual relationship evidenced by this Agreement or any Subservicing Agreement), Mortgagor of the entire principal balance of a Mortgage Loan) and (d) cause the Servicer’s or any Subservicer’s right Trust Fund to receive compensation (including fail to qualify as a REMIC under the Servicing Fee) for its services under this Agreement or any Subservicing AgreementCode.

Servicing Standard. The Servicer Servicer, as an independent contractor, ------------------ shall take such actions service and perform such duties administer the Home Loans and shall have full power and authority, acting alone, to do any and all things in connection with the servicing, administration, management such servicing and disposition of the Loans and Underlying Collateral as are set forth on Schedule 3, as the same may be amended from time to time by the Manager and administration which the Servicer (the “Servicing Obligations”). The Servicer shall perform its Servicing Obligations (i) in the best interests may deem necessary or desirable and for the benefit of the Company, (ii) in accordance with the terms of the Loans (and related Loan Documents), (iii) in accordance consistent with the terms of this Agreement Agreement. Notwithstanding anything to the contrary contained herein, the Servicer, in servicing and administering the Home Loans, shall employ or cause to be employed procedures (including collection, foreclosure, liquidation and Foreclosure Property management and liquidation procedures) and exercise the same care that it customarily employs and exercises in servicing and administering loans of the same type as the Home Loans for its own account, all in accordance with Accepted Servicing Procedures of prudent lending institutions and servicers of loans of the same type as the Home Loans and giving due consideration to the Certificateholders' reliance on the Servicer. The Servicer has and shall maintain the facilities, procedures and experienced personnel necessary to comply with the servicing standard set forth in this Article II), subsection (iva) and the duties of the Servicer set forth in this Agreement relating to the servicing and administration of the Home Loans. In performing its obligations hereunder the Servicer shall at all times act in good faith in a commercially reasonable manner in accordance with all requirements of the FHA applicable Law, (v) subject to Section 5.7, the servicing of the FHA Loans and otherwise in accordance with applicable law and the requirements of Debt Instruments and Mortgages. The Servicer shall at all times service and administer the LLC Operating FHA Loans in accordance with Title I, and shall have full power and authority, acting alone and/or through the Subservicer as provided in Section 4.07, ------------ subject only to this Agreement, the Custodial respective Home Loans, and, in the case of the FHA Loans, the specific requirements and Paying Agency Agreement prohibitions of Title I, to do any and the other Ancillary Documents, all things in connection with such servicing and (vi) to the extent administration which are consistent with the foregoing terms, in the same manner in which a prudent servicer would servicers service and administer similar FHA Title I home improvement loans and in which a prudent servicer would manage and administer similar properties for its own portfolio or for other Persons, whichever standard is higher, but using no less care and diligence than would be customarily employed by a prudent servicer following customary and usual standards of practice are consistent with the ordinary practices of prudent mortgage lenders, loan servicers and asset managers servicing, managing and administering similar loans and properties on an arms’ length basis, provided that, with respect to each Loan and related Underlying Collateral, in the absence of a customary and usual standard of practice, the Servicer shall comply with the applicable Xxxxxx Mae Guidelines, if any, with respect to similar loans or properties in similar situations (the requirements in clauses (i) through (vii) collectively, the “Servicing Standard”). In addition, the Servicer shall perform its Servicing Obligations without regard to (a) any relationship that the Servicer, the Company, the Manager or any Subservicer or any of their respective Affiliates may have to any Borrower or Obligor or any of their respective Affiliates, including any other banking or lending relationship and any other relationship described in Section 5.1(h), (b) the Company’s, the Manager’s, the Servicer’s or any Subservicer’s obligation to make disbursements and advances with respect to the Loans and the Underlying Collateral, (c) any relationship that the Servicer or any Subservicer may have to each other or to the Company, the Manager or any of their respective Affiliates, or any relationship that any of their respective Affiliates may have to the Company, the Manager or any of their respective Affiliates (other than the contractual relationship evidenced by this Agreement or any Subservicing Agreement), and (d) the Servicer’s or any Subservicer’s right to receive compensation (including the Servicing Fee) for its services under this Agreement or any Subservicing Agreementinstitutions.

Servicing Standard. The Servicer Company shall take such actions and perform such duties in connection with the servicing, administration, management and disposition of be responsible for servicing the Loans and Underlying the Collateral as are set forth on Schedule 3in accordance with this Section 5.02 (collectively, as the same may be amended from time to time by the Manager “Servicing Standard”) and the Servicer 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”). The Servicer shall perform its Servicing Obligations ) (i) in the best interests and for the benefit of 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 Article IV and this Article IIV), (iv) in accordance with all applicable Law, and (v) subject to Section 5.7, in accordance compliance with the requirements of Guidelines, to the LLC Operating Agreementextent applicable, the Custodial and Paying Agency Agreement and the other Ancillary Documentsand, and (vi) to the extent consistent with the foregoing terms, in the same manner in which a prudent servicer would service and administer similar loans and in which a prudent servicer would manage and administer similar properties for its own portfolio or for other Persons, whichever standard is higher, but using no less care and diligence than would be customarily employed by a prudent servicer following customary and usual standards of practice of prudent mortgage lenders, loan servicers and asset managers servicing, managing and administering similar loans and properties on an arms’ length basis, provided that, with respect to each Loan and related Underlying Collateral, that in the absence of a customary and usual standard of practice, the Servicer Company shall comply with the Xxxxxx Xxx Guidelines applicable Xxxxxx Mae Guidelines, if any, to similar loans and properties in similar situations. The Company shall cause its Servicing Obligations with respect to similar loans or properties in similar situations (the requirements in clauses (i) through (vii) collectively, Loans and the “Servicing Standard”). In addition, the Servicer shall perform its Servicing Obligations Collateral to be performed without regard to (aw) any relationship that the Servicer, the Company, the Manager or any Subservicer Servicer or Subservicer, or any of their respective Affiliates may have to any Borrower Borrower, Guarantor or Obligor other obligor, or any of their respective Affiliates, including any other banking or lending relationship and any other relationship described in Section 5.1(h)relationship, (bx) the Company’s, the Manager’s, the or any Servicer’s or any Subservicer’s ’s, obligation to make disbursements and advances with respect to the Loans and the Underlying Collateral, (cy) 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 (dz) the Company’s, or any Servicer’s or any Subservicer’s ’s, right to receive compensation (including the Servicing FeeManagement 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. (a) The Servicer shall take such actions and perform such duties in connection with the servicing, administration, management and disposition Equipment Holder agrees to provide all 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 services described in this Article II (the “Servicing ObligationsContract Services”). The Servicer shall perform its Servicing Obligations ) using that standard of care (i) (A) used by the Master Manager prior to the Closing Date in managing and servicing its Customers’ needs and (B) to the best interests extent of changed circumstances, practices, technologies, strategies or implementation methods, procedures and for the benefit degrees of care, that is at least equal or superior to that employed by third parties generally recognized as competent managers of the Companybusiness of delivering services similar to Contract Services, (ii) as would enable the Equipment Holder to provide in accordance with the terms all material respects all of the Loans (Delivery Services and related Loan Documents), any agreed upon Ancillary Services and to comply in all material respects with all of the other duties and obligations of the Contract Holder under the Customer Contracts and (iii) in accordance with the terms of this Agreement (including this Article II), (iv) compliance in accordance all material respects 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 law (vi) to the extent consistent with the foregoing terms, in the same manner in which a prudent servicer would service and administer similar loans and in which a prudent servicer would manage and administer similar properties for its own portfolio or for other Persons, whichever standard is higher, but using no less care and diligence than would be customarily employed by a prudent servicer following customary and usual standards of practice of prudent mortgage lenders, loan servicers and asset managers servicing, managing and administering similar loans and properties on an arms’ length basis, provided that, with respect to each Loan and related Underlying Collateral, in the absence of a customary and usual standard of practice, the Servicer shall comply with the applicable Xxxxxx Mae Guidelines, if any, with respect to similar loans or properties in similar situations (the requirements in clauses (i) through (vii) collectively, the “Servicing Standard”). In addition, the Servicer shall perform its Servicing Obligations without regard to (a) any relationship that the Servicer, the Company, the Manager or any Subservicer or any of their respective Affiliates may have to any Borrower or Obligor or any of their respective Affiliates, including any other banking or lending relationship and any other relationship described in Section 5.1(h), . (b) Subject to paragraph (c) below and the Company’sother terms of this Agreement, the Manager’sEquipment Holder shall have the right to exercise reasonable discretion in connection with the performance and delivery of the Contract Services. The Equipment Holder shall pay all costs and expenses incurred in connection therewith that may be necessary or advisable for the carrying out of the transactions contemplated by this Agreement. The Equipment Holder may, for its own account, seek the Servicer’s assistance of other parties in carrying out its duties hereunder and enter into separate agreements therefor, provided that the Equipment Holder will at all times remain primarily liable for its duties and obligations hereunder. (c) The Equipment Holder shall consult with and obtain written approval from the Contract Holder for any action it may propose to take in connection with a Customer or any Subservicer’s obligation to make disbursements and advances a Customer Contract that is not within the ordinary course of business or expressly permitted under such Customer Contract or the agreed-upon terms with a Customer with respect to the Loans and the Underlying Collateral, (c) Ancillary Services. Neither party hereunder shall take any relationship that the Servicer or any Subservicer may have action pursuant to each other or to the Company, the Manager or any of their respective Affiliatesthis Agreement which is inconsistent with, or would cause the other party to default under, violate or otherwise breach any relationship that any provision of their respective Affiliates may have a Customer Contract or the Transaction Documents 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 which such Person is a party. (d) The Equipment Holder agrees that in performing its duties under Section 2.2(i) and (j) above, it will not originate any new unwritten Customer Contracts except for unwritten Customer Contracts (i) with XxXxxxxx’x Corporation, its Affiliates and franchisees and (ii) with new owners of Customers at the Servicer’s same Customer location for which an unwritten or any Subservicer’s right written Customer Contracts already exists; provided, however, that the Customer Contracts under the Fill Plan may be unwritten if the Equipment Holder, after consultation with the Master Manager determines that it is commercially reasonable to receive compensation (including the Servicing Fee) for its services under this Agreement or any Subservicing Agreemententer into such Customer Contracts in an unwritten form.

Servicing Standard. The Servicer Servicer, as an independent contractor, ------------------ shall take such actions service and perform such duties administer (or cause a Subservicer to service and administer) the Trust Assets in accordance with and as described in this Agreement, the Indenture, the Operating and Management Agreement, the Construction Phase Agreement, the Security Documents and the Revenue Agreements and shall have full power and authority, acting alone, to do any and all things in connection with the servicing, administration, management such servicing and disposition of the Loans and Underlying Collateral as are set forth on Schedule 3, as the same may be amended from time to time by the Manager and administration which the Servicer (the “Servicing Obligations”). The Servicer shall perform its Servicing Obligations (i) in the best interests may deem necessary or desirable and for the benefit of the Company, (ii) in accordance with the terms of the Loans (and related Loan Documents), (iii) in accordance consistent with the terms of this Agreement Agreement, the Indenture, the Operating and Management Agreement, the Construction Phase Agreement, the Security Documents and the Revenue Agreements and the ordinary servicing and administrative practices of prudent institutions administering assets similar to the Trust Assets. Notwithstanding anything to the contrary contained herein, the Servicer, in servicing and administering the Trust Assets, shall employ or cause to be employed procedures (including this Article II)collection, (ivforeclosure, liquidation and management and liquidation procedures) and exercise the same care that it customarily employs and exercises in servicing and administering assets of the same type as the Trust Assets for its own account, all in accordance with all applicable LawAccepted Servicing Procedures of prudent owners and servicers of assets of the same type as the Trust Assets and giving due consideration to the Noteholders' reliance on the Servicer. The Servicer has and shall maintain the facilities, (v) subject procedures and experienced personnel necessary to Section 5.7, in accordance comply with the requirements servicing standard set forth in this subsection (a) and the duties of the LLC Operating Agreement, the Custodial and Paying Agency Servicer set forth in this Agreement and the other Ancillary Documents, and (vi) Indenture relating to the extent consistent with servicing and administration of the foregoing terms, in Trust Assets. In performing its obligations hereunder and under the same manner in which a prudent servicer would service Indenture and administer similar loans the Operating 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 practiceManagement Agreement, the Servicer shall comply at all times act in good faith in a commercially reasonable manner in accordance with applicable law and the applicable Xxxxxx Mae GuidelinesContracts. Notwithstanding any provision to the contrary herein, if any, with respect to similar loans or properties in similar situations (neither the requirements in clauses (i) through (vii) collectively, the “Servicing Standard”). In addition, Servicer nor any Subservicer on behalf of the Servicer shall perform its Servicing Obligations without regard to (a) have any relationship that the Servicer, the Company, the Manager or any Subservicer or any of their respective Affiliates may have to any Borrower or Obligor or any of their respective Affiliates, including any other banking or lending relationship and any other relationship described in Section 5.1(h), (b) the Company’s, the Manager’s, the Servicer’s or any Subservicer’s obligation to make disbursements and advances with respect to the Loans and the Underlying Collateral, (c) advance its own funds for any relationship that the Servicer or delinquent payments under 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 Revenue Agreement.

Servicing Standard. The Servicer shall take such actions and perform such duties in connection with the servicing, administration, management and disposition of the Loans and Underlying Collateral Servicing as are set forth on Schedule 32, as the same may be amended from time to time by the Manager and the Servicer (the “Servicing Obligations”). The Servicer shall perform its Servicing Obligations (i) in the best interests and for the benefit of the Company, (ii) in accordance with the terms of the Loans Assets (and related Loan Asset Documents), (iii) in accordance with the terms of this Agreement (including this Article II), (iv) in accordance with all applicable LawLaws, (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 Transaction Documents, (vi) with respect to all SFR Loans, in compliance with the Guidelines and the Loan Modification Program, and (vivii) to the extent consistent with the foregoing terms, in the same manner in which a prudent servicer would service and administer similar loans and in which a prudent servicer would manage and administer similar properties for its own portfolio or for other Persons, whichever standard is higher, but using no less care and diligence than would be customarily employed by a prudent servicer following customary and usual standards of practice of prudent mortgage lenders, loan servicers and asset managers servicing, managing and administering similar loans and properties on an arms’ length basis, provided that, with respect to each Loan and related Underlying Collateral, in the absence of a customary and usual standard of practice, the Servicer shall comply with the applicable Xxxxxx Mae Xxx Guidelines, if any, with respect to similar loans or properties in similar situations (the requirements in clauses (i) through (vii) collectively, the “Servicing Standard”). In addition, the Servicer shall perform its Servicing Obligations without regard to (aw) any relationship that the Servicer, the Company, the Manager or any Subservicer Sub-Servicer or any of their respective Affiliates may have to any Borrower Borrower, Obligor or Obligor other obligor or any of their respective Affiliates, including any other banking or lending relationship and any other relationship described in Section 5.1(h), (bx) the obligations of the Company’s, the Manager’s, the Servicer’s Servicer or any Subservicer’s obligation Sub-Servicer to make disbursements and advances with respect to the Loans Assets and the Underlying Collateral, (cy) 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 any Subservicing Sub-Servicing Agreement), and (dz) the Servicer’s rights of the Servicer or any Subservicer’s right Sub-Servicer to receive compensation (including the Servicing Fee) for its services under this Agreement or any Subservicing Sub-Servicing Agreement.

Servicing Standard. The Servicer shall take such actions and perform such duties in connection with the servicing, administration, management and disposition of the Loans Assets and Underlying Collateral as are set forth on Schedule 32, as the same may be amended from time to time by the Manager and the Servicer (the “Servicing Obligations”). The Servicer shall perform its Servicing Obligations (i) in the best interests and for the benefit of the Company, (ii) in accordance with the terms of the Loans Assets (and related Loan Asset Documents), (iii) in accordance with the terms of this Agreement (including this Article 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, the Advance Facility Agreement and the other Ancillary Transaction Documents, and (vi) to the extent consistent with the foregoing terms, in the same manner in which a prudent servicer would service and administer similar loans and in which a prudent servicer would manage and administer similar properties for its own portfolio or for other Persons, whichever standard is higher, but using no less care and diligence than would be customarily employed by a prudent servicer following customary and usual standards of practice of prudent mortgage lenders, loan servicers and asset managers servicing, managing and administering similar loans and properties on an arms’ length basis, provided that, with respect to each Loan and related Underlying Collateral, in the absence of a customary and usual standard of practice, the Servicer shall comply with the applicable Xxxxxx Mae Xxx Guidelines, if any, with respect to similar loans or properties in similar situations (the requirements in clauses clauses (i) through (viivi) collectively, the “Servicing Standard”). In addition, the Servicer shall perform its Servicing Obligations without regard to (a) any relationship that the Servicer, the Company, the Manager or any Subservicer or any of their respective Affiliates may have to any Borrower Borrower, Obligor or Obligor other obligor or any of their respective Affiliates, including any other banking or lending relationship and any other relationship described in Section 5.1(h), (b) the Company’s, the Manager’s, the Servicer’s or any Subservicer’s obligation to make disbursements and advances with respect to the Loans Assets and the Underlying Collateral, (c) any relationship that the Servicer or any Subservicer may have to each other or to the Company, the Manager or any of their respective Affiliates, or any relationship that any of their respective Affiliates may have to the Company, the Manager or any of their respective Affiliates (other than the contractual relationship evidenced by this Agreement or any Subservicing Agreement), and (d) the Servicer’s or any Subservicer’s right to receive compensation (including the Servicing Fee) for its services under this Agreement or any Subservicing Agreement.

Servicing Standard. The Servicer shall take such actions and perform such duties in connection with the servicing, administration, management and disposition of the Mortgage Loans and Underlying Collateral as are set forth on Schedule 32, as the same may be amended from time to time by the Manager and the Servicer (the “Servicing Obligations”). The Servicer shall perform its Servicing Obligations (i) in the best interests and for the benefit of the Company, (ii) in accordance with the terms of the Mortgage Loans (and related Mortgage Loan Documents), (iii) in accordance with the terms of this Agreement (including this Article II), (iv) in accordance with all applicable Law, including but not limited to, the Real Estate Settlement Procedures Act of 1974, as amended, and the Helping Families Save Their Homes Act of 2009, as amended, (v) subject to Section 5.7, in accordance with the requirements of the LLC Operating Agreement, the Custodial and Paying Agency Agreement and the other Ancillary Documents, (vi) with respect to all Mortgage Loans, in compliance with the Guidelines and the Loan Modification Program and (vivii) to the extent consistent with the foregoing terms, in the same manner in which a prudent servicer would service and administer similar loans and in which a prudent servicer would manage and administer similar properties for its own portfolio or for other Persons, whichever standard is higher, but using no less care and diligence than would be customarily employed by a prudent servicer following customary and usual standards of practice of prudent mortgage lenders, loan servicers and asset managers servicing, managing and administering similar loans and properties on an arms’ length basis, provided that, with respect to each Mortgage Loan and related Underlying Collateral, in the absence of a customary and usual standard of practice, the Servicer shall comply with the applicable Xxxxxx Mae Xxx Guidelines, if any, with respect to similar loans or properties in similar situations (the requirements in clauses (i) through (vii) collectively, the “Servicing Standard”). In addition, the Servicer shall perform its Servicing Obligations without regard to (a) any relationship that the Servicer, the Company, the Manager or any Subservicer or any of their respective Affiliates may have to any Borrower or Obligor or any of their respective Affiliates, including any other banking or lending relationship and any other relationship described in Section 5.1(h), (b) the Company’s, the Manager’s, the Servicer’s or any Subservicer’s obligation to make disbursements and advances with respect to the Mortgage Loans and the Underlying Collateral, (c) any relationship that the Servicer or any Subservicer may have to each other or to the Company, the Manager or any of their respective Affiliates, or any relationship that any of their respective Affiliates may have to the Company, the Manager or any of their respective Affiliates (other than the contractual relationship evidenced by this Agreement or any Subservicing Agreement), and (d) the Servicer’s or any Subservicer’s right to receive compensation (including the Servicing Fee) for its services under this Agreement or any Subservicing Agreement.

Servicing Standard. The Servicer shall take such actions and perform such duties in connection with the servicing, administration, management and disposition of the Loans and Underlying Collateral as are set forth on Schedule 32, as the same may be amended from time to time by the Manager Company and the Servicer without the Participant’s consent (the “Servicing Obligations”). The Servicer shall perform its Servicing Obligations (i) in the best interests and for the benefit of the Participant and the Company, (ii) in accordance with the terms of the Loans (and related Loan Documents), (iii) in accordance with the terms of this Agreement (including this Article II), (iv) in accordance with all applicable Law, (v) subject with respect to Section 5.7all Loans, in accordance compliance with the requirements Statement on Loss Mitigation Strategies for Servicers of Residential Mortgages (September 2007), issued by the LLC Operating Agreementfederal financial institutions regulatory agencies and the Conference of State Bank Supervisors, and the Statement on Working with Mortgage Borrowers (April 2007), issued by the federal financial institutions regulatory agencies, as the same may be amended, supplemented or modified from time to time (collectively, the Custodial and Paying Agency Agreement and “Guidelines”), to the other Ancillary Documentsextent applicable, and and, (vi) to the extent consistent with the foregoing terms, in the same manner in which a prudent servicer would service and administer similar loans and in which a prudent servicer would manage and administer similar properties for its own portfolio or for other Persons, whichever standard is higher, but using no less care and diligence than would be customarily employed by a prudent servicer following customary and usual standards of practice of prudent mortgage lenders, loan servicers and asset managers servicing, managing and administering similar loans and properties on an arms’ length basis, provided that, with respect to each Loan and related Underlying Collateral, that in the absence of a customary and usual standard of practice, the Servicer shall comply with the Xxxxxx Xxx Guidelines applicable Xxxxxx Mae Guidelines, if any, with respect to similar loans or properties in similar situations (the requirements in clauses (i) through (viivi) collectively, the “Servicing Standard”). In addition, the Servicer shall perform its Servicing Obligations without regard to (a) any relationship that the Servicer, the Company, the Manager Company or any Subservicer or any of their respective Affiliates may have to any Borrower Borrower, Guarantor or Obligor other obligor or any of their respective Affiliates, including any other banking or lending relationship and any other relationship described in Section 5.1(h)relationship, (b) the Company’s, the ManagerServicer’s, the Servicer’s or any Subservicer’s ’s, obligation to make disbursements and advances with respect to the Loans and the Underlying Collateral, (c) any relationship that the Servicer or any Subservicer may have to each other or to the Company, the Manager Company or any of their respective its Affiliates, or any relationship that any of their respective Affiliates may have to the Company, the Manager Company or any of their respective its Affiliates (other than the contractual relationship evidenced by this Agreement or any Subservicing Agreement), and (d) the Servicer’s or any Subservicer’s right to receive compensation (including the Servicing Fee) for its services under this Agreement or any Subservicing Agreement.