Common use of Appointment of Servicers Clause in Contracts

Appointment of Servicers. The Manager (in its individual capacity) has entered into one or more Servicing Agreements dated the date hereof to provide for the servicing and administration and management of the Loans and Underlying Collateral by one or more Qualified Servicers named therein (each, together with other Qualified Servicers, a “Servicer”). Each Servicer, at all times during which it acts as Servicer, shall continue to satisfy the definition of Qualified Servicer. Subject, with respect to the Interim Servicing Period, to the provisions of Section 3.3 of the Contribution Agreement, (x) each Loan shall at all times be serviced (and any Underlying Collateral managed) by or through at least one Servicer (including any subservicers engaged by the Servicer (“Subservicers”) as permitted hereunder), it being understood that the relevant servicing functions not delegated to the Servicer by the Manager pursuant to the Servicing Agreement shall be duly performed by the Manager (including through its applicable Affiliates pursuant to Section 3.3 hereof) in accordance with the Servicing Standard and the provisions herein and in the Ancillary Documents, and (y) the performance of all day-to-day Servicing Obligations of the Manager shall be conducted by or through one or more Servicers (including any Subservicers permitted hereunder). Subject to the other terms and conditions of this Agreement, any Servicer may be an Affiliate of the Private Owner or of the Manager. Each Servicer may engage or retain one or more Subservicers, including Affiliates of the Private Owner or of the Manager, to perform certain of its duties under the Servicing Agreement, as it may deem necessary and appropriate, by entering into a subservicing agreement with each such Subservicer (“Subservicing Agreement”), provided that any Subservicer meets (and at all times continues to meet) the requirements set forth in the definition of Qualified Servicer and the terms of the applicable Subservicing Agreement comply with the terms of this Agreement and the applicable Servicing Agreement. The costs and fees of the Servicers (and any Subservicers) shall be borne exclusively by the Manager in its individual capacity without any right of reimbursement from the Company or the Initial Member (it being understood that the Manager will receive the Interim Management Fee and Management Fee in accordance with Section 12.5 hereof). Under no circumstances shall the Manager transfer, or permit to be transferred, to any Servicer or any other Person any ownership interest in the servicing to the Loans or any right to transfer or sell the servicing to the Loans (other than in connection with the sale of any Loan), and no Servicer shall be permitted to assign, pledge or otherwise transfer to any Subservicer or other Person or purport to assign, pledge or otherwise transfer any interest in the servicing to the Loans (other than in connection with the sale of any Loan), and any purported assignment, pledge or other transfer in violation of this provision shall be void ab initio and of no effect.

Appointment of Servicers. The Manager (in its individual capacity) has entered into one or more Servicing Agreements dated the date hereof to provide for the servicing and administration and management of the Loans Assets and Underlying Collateral by one or more Qualified Servicers the Servicer named therein (each, together with other Qualified Servicers, a “Servicer”)therein. Each Servicer, at all times during which it acts as Servicer, shall satisfy (and must continue to satisfy satisfy) the definition of Qualified Servicer. Subject, with respect to the Interim Servicing Period, to the provisions of Section 3.3 of the Contribution Agreement, (x) each Loan Asset shall at all times be serviced (and any Underlying Collateral managed) by or through at least one (1) Servicer (including any subservicers Subservicers engaged by the Servicer (“Subservicers”) as permitted hereunder), it being understood that the relevant servicing functions not delegated to the Servicer by the Manager pursuant to the Servicing Agreement shall be duly performed by the Manager (including through its applicable Affiliates pursuant to Section 3.3 hereof) in accordance with the Servicing Standard and the provisions herein and in the Ancillary Documents, and (y) the performance of all day-to-to- day Servicing Obligations of the Manager shall be conducted by or through one (1) or more Servicers (including any Subservicers permitted hereunder). Subject to the other terms and conditions of this Agreement, any Servicer may be an Affiliate of the Private Owner or of the Manager. Each Servicer may engage or retain one (1) or more Subservicers, including Affiliates of the Private Owner or of the Manager, to perform certain of its duties under the Servicing Agreement, as it may deem necessary and appropriate, by entering into a subservicing agreement Subservicing Agreement with each such Subservicer (“Subservicing Agreement”)Subservicer, provided that any Subservicer meets (and at all times continues to meet) the requirements set forth in the definition of Qualified Servicer and the terms of the applicable Subservicing Agreement comply with the terms of this Agreement and the applicable Servicing Agreement. The costs and fees of the Servicers (and any Subservicers) shall be borne exclusively by the Manager in its individual capacity without any right of reimbursement from the Company or the Initial Member (it being understood that the Manager will receive the Interim Management Fee and Management Fee in accordance with Section 12.5 hereof). Under no circumstances shall the Manager transfer, or permit to be transferred, to any Servicer or any other Person any ownership interest in the servicing rights with respect to the Loans Assets or any right to transfer or sell the servicing rights with respect to the Loans Assets (other than in connection with the sale of any LoanAsset), and no Servicer shall be permitted to assign, pledge or otherwise transfer to any Subservicer or other Person or purport to assign, pledge or otherwise transfer any interest in the servicing rights with respect to the Loans Assets (other than in connection with the sale of any LoanAsset), and any purported assignment, pledge or other transfer in violation of this provision shall be void ab initio and of no effect.

Appointment of Servicers. The Manager (in its individual capacity) has entered into one or more Servicing Agreements dated the date hereof to provide for the servicing and administration and management of the Loans and Underlying Collateral by one or more Qualified Servicers named therein (each, together with other Qualified Servicers, a “Servicer”). Each Servicer, at all times during which it acts as Servicer, shall continue to satisfy the definition of Qualified Servicer. Subject, with respect to the Interim Servicing Period, to the provisions of Section 3.3 of the Contribution Agreement, (x) each Loan shall at all times be serviced (and any Underlying Collateral managed) by or through at least one Servicer (including any subservicers engaged by the Servicer (“Subservicers”) as permitted hereunder), it being understood that the relevant servicing functions not delegated to the Servicer by the Manager pursuant to the Servicing Agreement shall be duly performed by the Manager (including through its applicable Affiliates pursuant to Section 3.3 hereof) in accordance with the Servicing Standard and the provisions herein and in the Ancillary Documents, and (y) the performance of all day-day- to-day Servicing Obligations of the Manager shall be conducted by or through one or more Servicers (including any Subservicers permitted hereunder). Subject to the other terms and conditions of this Agreement, any Servicer may be an Affiliate of the Private Owner or of the Manager. Each Servicer may engage or retain one or more Subservicers, including Affiliates of the Private Owner or of the Manager, to perform certain of its duties under the Servicing Agreement, as it may deem necessary and appropriate, by entering into a subservicing agreement with each such Subservicer (“Subservicing Agreement”), provided that any Subservicer meets (and at all times continues to meet) the requirements set forth in the definition of Qualified Servicer and the terms of the applicable Subservicing Agreement comply with the terms of this Agreement and the applicable Servicing Agreement. The costs and fees of the Servicers (and any Subservicers) shall be borne exclusively by the Manager in its individual capacity without any right of reimbursement from the Company or the Initial Member (it being understood that the Manager will receive the Interim Management Fee and Management Fee in accordance with Section 12.5 hereof). Under no circumstances shall the Manager transfer, or permit to be transferred, to any Servicer or any other Person any ownership interest in the servicing to the Loans or any right to transfer or sell the servicing to the Loans (other than in connection with the sale of any Loan), and no Servicer shall be permitted to assign, pledge or otherwise transfer to any Subservicer or other Person or purport to assign, pledge or otherwise transfer any interest in the servicing to the Loans (other than in connection with the sale of any Loan), and any purported assignment, pledge or other transfer in violation of this provision shall be void ab initio and of no effect.

Appointment of Servicers. The Manager (in its individual capacity) has entered into one or more Servicing Agreements dated the date hereof to provide for the servicing and administration and management of the Loans and Underlying Collateral by one or more Qualified Servicers named therein (each, together with other Qualified Servicers, a “Servicer”). Each Servicer, at all times during which it acts as Servicer, shall continue to satisfy the definition of Qualified Servicer. Subject, with respect to the Interim Servicing Period, to the provisions of Section 3.3 of the Contribution Agreement, (x) each Loan shall at all times be serviced (and any Underlying Collateral managed) by or through at least one Servicer (including any subservicers Subservicers engaged by the Servicer (“Subservicers”) as permitted hereunder), it being understood that the relevant servicing functions not delegated to the Servicer by the Manager pursuant to the Servicing Agreement shall be duly performed by the Manager (including through its applicable Affiliates pursuant to Section 3.3 hereof) in accordance with the Servicing Standard and the provisions herein and in the Ancillary Documents, and (y) the performance of all day-to-day Servicing Obligations of the Manager shall be conducted by or through one or more Servicers (including any Subservicers permitted hereunder). Subject to the other terms and conditions of this Agreement, any Servicer may be an Affiliate of the Private Owner or of the Manager. Each Servicer may engage or retain one or more Subservicers, including Affiliates of the Private Owner or of the Manager, to perform certain of its duties under the Servicing Agreement, as it may deem necessary and appropriate, by entering into a subservicing agreement Subservicing Agreement with each such Subservicer (“Subservicing Agreement”)Subservicer, provided that any Subservicer meets (and at all times continues to meet) the requirements set forth in the definition of Qualified Servicer and the terms of the applicable Subservicing Agreement comply with the terms of this Agreement and the applicable Servicing Agreement. The costs and fees of the Servicers (and any Subservicers) shall be borne exclusively by the Manager in its individual capacity without any right of reimbursement from the Company or the Initial Member (it being understood that the Manager will receive the Interim Management Fee and Management Fee in accordance with Section 12.5 hereof). Under no circumstances shall the Manager transfer, or permit to be transferred, to any Servicer or any other Person any ownership interest in the servicing to the Loans or any right to transfer or sell the servicing to the Loans (other than in connection with the sale of any Loan), and no Servicer shall be permitted to assign, pledge or otherwise transfer to any Subservicer or other Person or purport to assign, pledge or otherwise transfer any interest in the servicing to the Loans (other than in connection with the sale of any Loan), and any purported assignment, pledge or other transfer in violation of this provision shall be void ab initio and of no effect.

Appointment of Servicers. The Manager (in its individual capacity) has entered into one or more Servicing Agreements dated the date hereof to provide for the servicing and administration and management of the Mortgage Loans and Underlying Collateral by one or more Qualified Servicers named therein (each, together with other Qualified Servicers, a “Servicer”). Each Servicer, at all times during which it acts as Servicer, shall continue to satisfy the definition of Qualified Servicer. Subject, with respect to the Interim Servicing Period, to the provisions of Section 3.3 of the Contribution Agreement, (x) each Mortgage Loan shall at all times be serviced (and any Underlying Collateral managed) by or through at least one Servicer (including any subservicers Subservicers engaged by the Servicer (“Subservicers”) as permitted hereunder), it being understood that the relevant servicing functions not delegated to the Servicer by the Manager pursuant to the Servicing Agreement shall be duly performed by the Manager (including through its applicable Affiliates pursuant to Section 3.3 hereof) in accordance with the Servicing Standard and the provisions herein and in the Ancillary Documents, and (y) the performance of all day-day- to-day Servicing Obligations of the Manager shall be conducted by or through one or more Servicers (including any Subservicers permitted hereunder). Subject to the other terms and conditions of this Agreement, any Servicer may be an Affiliate of the Private Owner or of the Manager. Each Servicer may engage or retain one or more Subservicers, including Affiliates of the Private Owner or of the Manager, to perform certain of its duties under the Servicing Agreement, as it may deem necessary and appropriate, by entering into a subservicing agreement Subservicing Agreement with each such Subservicer (“Subservicing Agreement”)Subservicer, provided that any Subservicer meets (and at all times continues to meet) the requirements set forth in the definition of Qualified Servicer and the terms of the applicable Subservicing Agreement comply with the terms of this Agreement and the applicable Servicing Agreement. The costs and fees of the Servicers (and any Subservicers) shall be borne exclusively by the Manager in its individual capacity without any right of reimbursement from the Company or the Initial Member (it being understood that the Manager will receive the Interim Management Fee and the Management Fee in accordance with Section 12.5 hereof). Under no circumstances shall the Manager transfer, or permit to be transferred, to any Servicer or any other Person any ownership interest in the servicing to the Mortgage Loans or any right to transfer or sell the servicing to the Mortgage Loans (other than in connection with the sale of any Mortgage Loan), and no Servicer shall be permitted to assign, pledge or otherwise transfer to any Subservicer or other Person or purport to assign, pledge or otherwise transfer any interest in the servicing to the Mortgage Loans (other than in connection with the sale of any Mortgage Loan), and any purported assignment, pledge or other transfer in violation of this provision shall be void ab initio and of no effect.

Appointment of Servicers. The Manager (in its individual capacity) has entered into one or more Servicing Agreements dated the date hereof to provide for the servicing and administration and management of the Loans Assets and Underlying Collateral by one or more Qualified Servicers the Servicer named therein (each, together with other Qualified Servicers, a “Servicer”)therein. Each Servicer, at all times during which it acts as Servicer, shall satisfy (and must continue to satisfy satisfy) the definition of Qualified Servicer. Subject, with respect to the Interim Servicing Period, to the provisions of Section 3.3 of the Contribution Agreement, (x) each Loan Asset shall at all times be serviced (and any Underlying Collateral managed) by or through at least one (1) Servicer (including any subservicers Subservicers engaged by the Servicer (“Subservicers”) as permitted hereunder), it being understood that the relevant servicing functions not delegated to the Servicer by the Manager pursuant to the Servicing Agreement shall be duly performed by the Manager (including through its applicable Affiliates pursuant to Section 3.3 hereof) in accordance with the Servicing Standard and the provisions herein and in the Ancillary Documents, and (y) the performance of all day-to-to­ day Servicing Obligations of the Manager shall be conducted by or through one (1) or more Servicers (including any Subservicers permitted hereunder). Subject to the other terms and conditions of this Agreement, any Servicer may be an Affiliate of the Private Owner or of the Manager. Each Servicer may engage or retain one (1) or more Subservicers, including Affiliates of the Private Owner or of the Manager, to perform certain of its duties under the Servicing Agreement, as it may deem necessary and appropriate, by entering into a subservicing agreement Subservicing Agreement with each such Subservicer (“Subservicing Agreement”)Subservicer, provided that any Subservicer meets (and at all times continues to meet) the requirements set forth in the definition of Qualified Servicer and the terms of the applicable Subservicing Agreement comply with the terms of this Agreement and the applicable Servicing Agreement. The costs and fees of the Servicers (and any Subservicers) shall be borne exclusively by the Manager in its individual capacity without any right of reimbursement from the Company or the Initial Member (it being understood that the Manager will receive the Interim Management Fee and Management Fee in accordance with Section 12.5 hereof). Under no circumstances shall the Manager transfer, or permit to be transferred, to any Servicer or any other Person any ownership interest in the servicing rights with respect to the Loans Assets or any right to transfer or sell the servicing rights with respect to the Loans Assets (other than in connection with the sale of any LoanAsset), and no Servicer shall be permitted to assign, pledge or otherwise transfer to any Subservicer or other Person or purport to assign, pledge or otherwise transfer any interest in the servicing rights with respect to the Loans Assets (other than in connection with the sale of any LoanAsset), and any purported assignment, pledge or other transfer in violation of this provision shall be void ab initio and of no effect.