Common use of Pooling and Servicing Agreements Clause in Contracts

Pooling and Servicing Agreements. Notwithstanding the provisions of this Article VI, to the extent the Purchased Items are serviced by a PSA Servicer (other than the Seller or any Servicer) under a Pooling and Servicing Agreement, (a) the standards for servicing those Purchased Items shall be those set forth in the applicable Pooling and Servicing Agreement, (b) the Seller shall enforce its rights and interests under such agreements for and on behalf of the Purchaser, (c) the Seller shall instruct the applicable PSA Servicer to deposit all Income received in respect of the Purchased Items into the Collection Account within one (1) Business Day of the date the PSA Servicer is obligated to make payments under the applicable Pooling and Servicing Agreement, (d) prior to a Termination Event, the Seller shall not take any action or fail to take any action or consent to any action or inaction under any Pooling and Servicing Agreement where the effect of such action or inaction would prejudice the interests of the Purchaser, (e) the Seller will not consent to any change or modification to any payment dates, interests rates, fees, payments of principal or interest, maturity dates, restrictions on Indebtedness or any monetary term or release any Borrowers, guarantors or collateral without the written consent of the Purchaser, and, (f) following a Termination Event, the Purchaser shall be entitled to exercise any and all rights of the Seller under such Pooling and Servicing Agreements as such rights relate to the Purchased Items.

Pooling and Servicing Agreements. Notwithstanding the provisions of this Article VI, to the extent the Purchased Items are serviced by a Servicer or a PSA Servicer (in either case other than the Seller or any Serviceran Excluded Servicing Relationship) under a Servicing Agreement or a Pooling and Servicing Agreement, as applicable, the provisions of Article VI (other than Section 6.3, this Section 6.14 and, with respect to Servicers that are Affiliates of the Seller, the last sentence of Section 6.9) shall not apply and in lieu thereof (a) the standards for servicing those Purchased Items shall be those set forth in the applicable Servicing Agreement or Pooling and Servicing Agreement, as applicable, (b) the Seller shall enforce its rights and interests under such agreements for and on behalf of the Purchaser, (c) the Seller shall instruct the applicable Servicer or PSA Servicer to deposit all Income received in respect of the Purchased Items into the Collection Account within one (1) Business Day of the date the Servicer or PSA Servicer is obligated to make payments under the applicable Servicing Agreement or Pooling and Servicing Agreement, (d) prior to a Termination Eventan Event of Default, the Seller shall not take any action or fail to take any action or consent to any action or inaction under any Servicing Agreement or Pooling and Servicing Agreement where the effect of such action or inaction would prejudice the interests of the Purchaser, (e) the Seller will not consent to any change or modification to any payment dates, interests rates, fees, payments of principal or interest, maturity dates, restrictions on Indebtedness indebtedness or any monetary term or release any Borrowers, guarantors or collateral without the written consent of the Purchaser, and, and (f) following a Termination Eventan Event of Default, the Purchaser shall be entitled to exercise any and all rights of the Seller under each such Servicing Agreement or Pooling and Servicing Agreements in accordance with the requirements of the applicable Servicing Agreement or Pooling and Servicing Agreement as such rights relate to the Purchased Items. At all times while the Purchaser is the owner of the Purchased Items, the Purchaser shall be entitled to exercise the material rights of a holder of such Purchased Items, including, to the extent applicable, the rights of a participant as a “controlling participant” under the documents applicable thereto to the extent permitted under the applicable Asset Documents. For the avoidance of doubt, (i) the provisions of Sections 6.1, 6.2, 6.4 through 6.13 and 6.15 apply only to those Purchased Items serviced by the Seller or an Affiliate of the Seller and (ii) nothing contained herein shall require the Seller to deposit into the Collection Account any Income that is not the Property of the Seller and that is payable to any third party for whom the Seller is acting as Servicer.

Pooling and Servicing Agreements. Notwithstanding the provisions of this Article VI, to the extent the Purchased Items (or portions thereof) are serviced by a PSA Servicer (other than the Seller or any Servicer) under a Pooling and Servicing Agreement, (a) the standards for servicing those Purchased Items shall be those set forth in the applicable Pooling and Servicing Agreement, to the extent of the items covered therein, and otherwise as provided in this Agreement, (b) the Seller shall enforce its rights and interests under such agreements for and on behalf of the PurchaserDeal Agent as agent for the Secured Parties, (c) the Seller shall instruct the applicable PSA Servicer to deposit all Income received in respect of the Purchased Items into the Collection Account within one (1in accordance with Subsection 5.1(f) Business Day of the date the PSA Servicer is obligated to make payments under the applicable Pooling and Servicing this Agreement, (d) prior to a Termination Event, the Seller shall not take any action or fail to take any action or consent to any action or inaction under any Pooling and Servicing Agreement where the effect of such action or inaction would prejudice or adversely affect the interests of the PurchaserDeal Agent as agent for the Secured Parties, (e) the Seller will not consent to any change or modification to any payment dates, interests rates, fees, payments of principal or interest, maturity dates, restrictions on Indebtedness or any monetary term or release any Borrowers, guarantors or collateral without Deal Agent as agent for the written consent of the Purchaser, and, (f) following a Termination Event, the Purchaser Secured Parties shall be entitled to exercise any and all rights of the Seller or the holder of any such Purchased Asset under such Pooling and Servicing Agreements as such rights relate to the Purchased Items, and (f) the Seller shall not consent to any amendment or modification to any Pooling and Servicing Agreement without the prior written consent of the Deal Agent in its discretion.

Pooling and Servicing Agreements. Notwithstanding the other provisions of this Article VISection 6(n), to the extent the Purchased Items (or portions thereof) are serviced by a PSA Servicer (other than the Seller or any Servicer) under a Pooling and Servicing Agreement, (a) the standards for servicing those Purchased Items shall be those set forth in the applicable Pooling and Servicing Agreement, (b) the Seller shall enforce its rights and interests under such agreements for and on behalf of the PurchaserBuyer, (c) the Seller shall instruct the applicable PSA Servicer to deposit all Income received in respect of the Purchased Items into the Collection Account within one (1) Business Day of the date the PSA Servicer is obligated to make payments under the applicable Pooling and Servicing Agreementin accordance with Section 5(t), (d) prior to a Termination Eventan Event of Default, the Seller shall not take any action or fail to take any action or consent to any action or inaction under any Pooling and Servicing Agreement where the effect of such action or inaction would prejudice the interests of the PurchaserBuyer, (e) the Seller will not consent to any change or modification to any Pooling and Servicing Agreement, including, without limitation, any payment dates, interests rates, fees, payments of principal or interest, maturity dates, restrictions on Indebtedness or any monetary term or release any BorrowersBorrower, guarantors guarantor or collateral without the prior written consent of the PurchaserBuyer, and, (f) following a Termination Eventan Event of Default, the Purchaser Buyer shall be entitled to exercise any and all rights of the Seller under such Pooling and Servicing Agreements as such rights relate to the Purchased Items.. In addition, with respect to a CMBS Security, the Seller shall not exercise any material rights of a holder of a CMBS Security under any other document or agreement governing such CMBS Security without the prior written consent of the Buyer. Annex I-77

Pooling and Servicing Agreements. Notwithstanding the provisions of this Article VI, to the extent the Purchased Items are serviced by a PSA Servicer (other than the Seller or any Servicer) under a Pooling and Servicing Agreement, (a) the standards for servicing those Purchased Items shall be those set forth in the applicable Pooling and Servicing Agreement, (b) the Seller shall enforce its rights and interests under such agreements for and on behalf of the Purchaser, (c) the Seller shall instruct the applicable PSA Servicer to deposit all Income received in respect of the Purchased Items into the Collection Account within one (1) Business Day of the date the PSA Servicer is obligated to make payments under the applicable Pooling and Servicing Agreement, (d) prior to a Termination Event, the Seller shall not take any action or fail to take any action or consent to any action or inaction under any Pooling and Servicing Agreement where the effect of such action or inaction would prejudice the interests of the Purchaser, (e) the Seller will not consent to any change or modification to any payment dates, interests rates, fees, payments of principal or interest, maturity dates, restrictions on Indebtedness or any monetary term or release any Borrowers, guarantors or collateral without the written consent of the Purchaser, and, (f) following a Termination Event, the Purchaser shall be entitled to exercise any and all rights of the Seller under such Pooling and Servicing Agreements as such rights relate to the Purchased Items.. Loan Purchase and Repurchase Agreement (Wachovia and Arbor)

Pooling and Servicing Agreements. Notwithstanding the provisions of this Article VI, to the extent the Purchased Items are serviced by a PSA Servicer (other than the Seller or any Servicer) under a Pooling and Servicing Agreement, (a) the standards for servicing those Purchased Items shall be those set forth in the applicable Pooling and Servicing Agreement, (b) the Seller shall enforce its rights and interests under such agreements for and on behalf of the PurchaserDeal Agent as agent for the Secured Parties, (c) the Seller shall instruct the applicable PSA Servicer to deposit all Income received in respect of the Purchased Items into the Collection Account within one (1) Business Day of the date the PSA Servicer is obligated to make payments under the applicable Pooling and Servicing Agreement, (d) prior to a Termination Eventan Event of Default, the Seller shall not take any action or fail to take any action or consent to any action or inaction under any Pooling and Servicing Agreement where the effect of such action or inaction would prejudice the interests of the PurchaserDeal Agent as agent for the Secured Parties, (e) the Seller will not consent to any change or modification to any payment dates, interests rates, fees, payments of principal or interest, maturity dates, restrictions on Indebtedness or any monetary term or release any Borrowers, guarantors or collateral without the written consent of the PurchaserDeal Agent, and, (f) following a Termination Eventan Event of Default, the Purchaser Deal Agent as agent for the Secured Parties shall be entitled to exercise any and all rights of the Seller under such Pooling and Servicing Agreements as such rights relate to the Purchased Items.

Pooling and Servicing Agreements. Notwithstanding the other provisions of this Article VISection 6.9, to the extent the Purchased Items (or portions thereof) are serviced by a PSA Servicer (other than the Seller or any Servicer) under a Pooling and Servicing Agreement, (a) the standards for servicing those Purchased Items shall be those set forth in the applicable Pooling and Servicing Agreement, (b) the Seller shall enforce its rights and interests under such agreements for and on behalf of the PurchaserDeal Agent as agent for the Secured Parties, (c) the Seller shall instruct the applicable PSA Servicer to deposit all Income received in respect of the Purchased Items into the Collection Account within one (1) Business Day of the date the PSA Servicer is obligated to make payments under the applicable Pooling and Servicing Agreementin accordance with Subsection 5.1(e), (d) prior to a Termination Eventan Event of Default, the Seller shall not take any action or fail to take any action or consent to any action or inaction under any Pooling and Servicing Agreement where the effect of such action or inaction would prejudice the interests of the PurchaserDeal Agent as agent for the Secured Parties, (e) the Seller will not consent to any change or modification to any Pooling and Servicing Agreement, including, without limitation, any payment dates, interests rates, fees, payments of principal or interest, maturity dates, restrictions on Indebtedness or any monetary term or release any BorrowersBorrower, guarantors guarantor or collateral without the prior written consent of the PurchaserDeal Agent as agent for the Secured Parties, and, (f) following a Termination Eventan Event of Default, the Purchaser Deal Agent as agent for the Secured Parties shall be entitled to exercise any and all rights of the Seller under such Pooling and Servicing Agreements as such rights relate to the Purchased Items. In addition, with respect to a CMBS Security, the Seller shall not exercise any material rights of a holder of a CMBS Security under any other document or agreement governing such CMBS Security without the prior written consent of the Deal Agent.

Pooling and Servicing Agreements. Notwithstanding the other provisions of this Article VISection 6.9, to the extent the Purchased Items (or portions thereof) are serviced by a PSA Servicer (other than the Seller or any Servicer) under a Pooling and Servicing Agreement, (a) the standards for servicing those Purchased Items shall be those set forth in the applicable Pooling and Servicing Agreement, (b) the Seller shall enforce its rights and interests under such agreements for and on behalf of the Purchaser, (c) the Seller shall instruct the applicable PSA Servicer to deposit all Income received in respect of the Purchased Items into the Collection Account within one (1) Business Day of the date the PSA Servicer is obligated to make payments under the applicable Pooling and Servicing Agreementin accordance with Subsection 5.1(e), (d) prior to a Termination Eventan Event of Default, the Seller shall not take any action or fail to take any action or consent to any action or inaction under any Pooling and Servicing Agreement where the effect of such action or inaction would prejudice the interests of the Purchaser, (e) the Seller will not consent to any change or modification to any Pooling and Servicing Agreement, including, without limitation, any payment dates, interests rates, fees, payments of principal or interest, maturity dates, restrictions on Indebtedness or any monetary term or release any BorrowersBorrower, guarantors guarantor or collateral without the prior written consent of the Purchaser, and, (f) following a Termination Eventan Event of Default, the Purchaser shall be entitled to exercise any and all rights of the Seller under such Pooling and Servicing Agreements as such rights relate to the Purchased Items. In addition, with respect to a CMBS Security, the Seller shall not exercise any material rights of a holder of a CMBS Security under any other document or agreement governing such CMBS Security without the prior written consent of the Purchaser.